How to Set Up Company in Hanoi? | ANT Lawyers

The Law on investment 2021 has a lot of investment incentive policies in economic sectors in Vietnam for foreign investors.

Foreign investors that invest in Vietnam in general and Hanoi in particular for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted Investment Registration Certificates (“IRC”) and Enterprise Registration Certificate (“ERC”). Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

The investor who wishes to apply for IRC in Hanoi, s/he need to have a possible project which is accepted by the Government (The Department of Planning and Investment of Hanoi City). The dossier on applying for IRC

For Investment Registration Certificate, the investor must prepare the dossier included:

i) An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

ii) A document about the investor’s legal status;

iii) Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

iv) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.

v) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

vi) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;

vii) The business cooperation contract if the investment project is executed under a business cooperation contract;

viii) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

After having the project, the investor needs to apply for Enterprise Registration Certificate, the dossier included:

i) An application for enterprise registration;

ii) The enterprise’s charter;

iii) A list of members of a limited liability company with two or more members or a list of general partners;

iv) A notarized copy of identity card or valid passport of individual member;

v) A notarized copy of the Enterprise Registration Certificate of the organization’s member;

vi) A notarized copy of valid identity card or passport of the organization’s legal representative;

vii) The copy of Investment Registration Certificate.

The time for applying the investment project is 15 working days and the time for applying the company is 03 working days after the date of submitting the valid dossier.

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Forms of Foreign Investment in Vietnam | ANT Lawyers

 From 01/01/2021, the Law on Investment 2020 in Vietnam came into force. According to the Vietnam Law on Investment 2020, there are five types of foreign investment in Vietnam.

• Investment in the establishment the economic organizations:

This type comprises two methods: Establishment of a company with 100% capital from foreign investors or establishment of a company between the domestic investors or the domestic government and foreign investors.  Before establishing the economic organizations, the investors must have the investment project, perform the procedures for issuance of the Investment Registration Certificate, satisfy the conditions on the percentage of charter capital ownership according to the Law on Securities, on equitization and transformation of state-owned enterprises, and the other conditions according to the international treaties that Vietnam signed (if any).

• Investment in the capital contribution, purchase shares, purchase contributed capital:

Capital contribution, purchase shares, purchase contributed capital are the types of indirect investment for foreign investors through the purchase of stocks, bonds, and other valuable documents. Investors must conform to the legal provisions on capital contribution, purchase share, and purchase contributed capital.

• Implementation investment project:

Foreign investors can sign the PPP contract. This is an investment method based on limited-term cooperation between the State and private investors through the signing of PPP contracts to attract private investors to participate in the implementation of investment PPP projects.

• Investment under the BCC contract:

BCC contract is signed between the domestic investors according to the Civil Law. BCC contract with at least one party being a domestic investor that performs the procedures for granting the Investment Registration Certificate.

• New forms of investment and economic organizations according to the Government’s rules.

We could assist the client to set up company in Ha Noi, Ho Chi Minh City, Da Nang or in other provinces in Vietnam.

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Policies to Attract Foreign Investment in Hanoi | ANT Lawyers | ANT Lawyers

Over the years, Hanoi city has organized quality conferences of foreign investment attraction, focusing on implementing measures to attract transnational corporations engaged in investment and business in Hanoi.

To perform domestic and international cooperation activities on investment promotion. Hanoi is constantly promoting and improving the efficiency of investment promotion activities, creating a reasonable and effective connection between domestic and foreign investment promotion activities in Hanoi in all fields, economic sectors; connecting investment promotion activities with trade promotion, tourism, and other related activities.

In addition, Hanoi has issued the preferential policies according to priority development groups in each locality based on the advantages and potentials of each locality; innovating the implementation method to well perform the works of attracting, calling and directing foreign investment; renovating mechanisms and policies to attract maximum financial resources from all economic sectors, especially mobilize idle capital from the population to develop production and business.

Hanoi is one of the cities that has favorable business conditions for high technology investors. The improvement of the business environment has greatly contributed to attracting domestic enterprises, foreign enterprises, and corporations to invest in industrial areas in Hanoi. Hanoi not only focuses on developing preferential policies for investors but also promotes the completion of industrial areas, especially high-tech parks. Many FDI enterprises and corporations investing in Hanoi appreciate the improvement of the business environment of Vietnam in general and Hanoi in particular. So the FDI corporations have affirmed that they will choose Hanoi as a place to expand their investment and business in the coming years, especially in the high-tech field.

According to the government in Hanoi, in recent years, Hanoi has become a center of attracting FDI of Vietnam. Currently, this city has more than 6,300 valid FDI projects with a total registered capital is more than 46,8 billion USD. In 2020, despite the Covid-19 epidemic influence, Hanoi still has attracted 4 billion USD of FDI capital and 145,000 billion of domestic capital.

Based on the attracting FDI schedule, from 2021 to 2025, Hanoi will attract 30-40 billion USD of foreign investment capital, in which 20-30 billion USD of disbursed capital. To achieve this goal, Hanoi will promote the investment attraction, focus on the investment in economic infrastructure development, developing the high-tech parks, industrial areas, industrial clusters according to planning, making the investment attraction lists for regions, fields, and products, selecting the investment for the projects using high technology which help the investors could make the investment in the city in an easy way.

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Many Foreign Brands Are Coming to Vietnam

Vietnam company formation

Realizing that Vietnam is a promising market, foreign enterprises want to do business in Vietnam through the form of franchising. Recently, many consumer goods, fashion and cosmetics brands from Japan and Thailand are promoting the franchise with Vietnamese partners and enterprises.

In the framework of the program “Vietnam – Thailand Enterprises Interaction in The Field of Franchising” which was held in Ho Chi Minh City (HCMC) recently, there were 40 Thailand enterprises operating in the food, beverage, restaurant, supermarket, health care, cosmetic sectors joined to find partners in Vietnam.

According Mr Nupartpat Sutthitham, Director of the MP Mart convenience store chain (Thailand), currently in Thailand there are 3 MP Mart stores, in which the model is not the same as Family Mart or Circle K. While Family Mart sells mainly food (80%), MP Mart sells mainly fast moving consumer goods, which are produced in Thailand (70%).

According to representatives of MP Mart, the cost to open a store in Thailand with an average area of 150 m2 is approximately 50,000 USD. Realizing the Vietnam market has many opportunities, MP Mart wants to explore and this is the first time this brand comes to Vietnam. The criteria for selection of investors, partners of MP Mart are having financial resources to be able to scaling this model in large numbers in Vietnam.

Meanwhile, according to representatives of Kokekokko – a well-known chicken fast food brand in Thailand with 5 stores, using Japanese spices to marinate chicken. Representatives of this brand also did not hide their intention to find partners with business understanding and financial resources to open stores in Vietnam.

Also in late November of 2016, there were 9 Japan enterprises with 14 fashion brands came to Vietnam to find partners to open franchise stores or distribute products in the domestic market.

According to Mr Akira Kaise, representatives of I Am Company Limited, this fashion brand has been presented in many markets around the world such as Hong Kong, Shanghai, Korea, Taiwan, Spain, UK, Netherlands… and this is the first time he comes to Vietnam to study the market.

Representative of I Am Co., Ltd commented that young population, good economic development, increasing people’s incomes… are factors to make Vietnam becoming a potential market for fashion items. In addition to the market penetration, the Company is also interested in outsourcing or investing in Vietnam to take advantage of low labor costs and highly skilled labors.

At the Vietnam market, Japanese businesses are often mentioned in the culinary field, meanwhile, the fashion, cosmetics or beauty brands are not widely known by consumers. Thus, recently, many Japanese cosmetic brands have decided to enter the market of Vietnam and looking for official distributors.

In an activity operated by the Esuhai Company of Vietnam recently in HCMC, there were nearly 10 cosmetic brands of Japan participated. Among them, the brand Kose is well known by many consumers.

According to the representative of Kose, this enterprise has been established since 1946, global sales reached 2.1 billion USD a year and has been presented in 18 countries. However, so far, this brand does not have official distribution channel in Vietnam market. Therefore, along with the promotion of market presence and product introduction, on this occasion, Kose desires to find agents and official partner in Vietnam.

Meanwhile, according to representatives of Nippon Menard Cosmetic Company, owner of the brand Menard, the Company is fully confident to introduce their products to consumers in Vietnam and wanted to find good partners to be able to access to more consumers.

According to the representatives of the Japan External Trade Organization (JETRO) in HCMC, Vietnam currently has more than 93 million populations, of which half are women who want to become more beautiful as earnings are improving and willing to spend the budget for beauty and body care. Therefore, this is a favorable time and good opportunity for the Japanese cosmetics brand to penetrate the market of Vietnam.

However, there is the fact that the Japanese cosmetic and fashion products are priced relatively high compared to the average income of local consumers. In addition, the Japanese fashion is not common in Vietnam market. Therefore, this is seen as the first step for the fashion and cosmetic brands of Japan to explore the market and find partners.

ANT Consulting assists clients with Market Entry, Legal Advice, Tax Advice and Outsourcing Services in Vietnam.

We are located in Hanoi, Da Nang and Ho Chi Minh City.

Talk to our consultants at +84 28 730 86 529 or email us ant@antconsult.vn

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