What Important Step-by-Step Guide to Establish Company in Vietnam? | ANT Lawyers

When foreign investors invest in Vietnam, they could establish company in Vietnam. Foreign investors have the right to choose the appropriate forms of enterprise such as a limited liability company, joint stock company, etc. with specific steps are as follows:

Step 1: Register the investment project

Investors submit an investment project registration file to the Business Registration office of the province or city or the management board of an industrial zone, an export processing zone or a high-tech zone for the approval of an investment project during the period within 15 days (without time for clarification).

Step 2: Apply for Certificate of investment registration

After approval of the investment project, investors submit a valid record to the Department of Planning and Investment within 10 days to apply for a business registration certificate.

Step 3: Apply for the certificate of business registration

After obtaining the business registration certificate, the investor shall submit the application for enterprise registration certificate to the enterprise registration office within 3 days.

Step 4: Publish the content of the business registration

After being granted the certificate of enterprise registration, the investor shall disclose information about the enterprise on the national enterprise registration portal within 30 days, including the following information:

i, Business lines;

ii, List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Step 5: Registered business stamp

The enterprise has the right to decide on the form, quantity and contents of the stamp of the enterprise. The content of the stamp must show the following information:

– Company’s name;

– Business code.

After receiving the legal entity stamp and before using the business stamp, the enterprise must send a notice on the stamp of the enterprise to the business registration office for publication in the National Information Portal on the business registration.

Step 6: Notice of use of stamp:

After having stamp made, investors submit notices on use of stamp forms to the Investment registration agency. After receiving the record, the Investment registration agency issues a receipt for the enterprise, publishes the notice of the enterprise on the National Business Information Portal and issues a notice of the posting, stamp samples of enterprises, branches and representative offices for enterprises.

Step 7: Open bank account:

Investors need to open two types of bank accounts, namely the investment capital account to receive the investment amount and the transaction account for conducting daily transaction in Vietnam.

Step 8: The post licensing procedures:

For the conditional business lines:

Investors investing in conditional businesses lines as regulated in Appendix 4 of the Investment Law 2014 must apply certificate of business qualification, practicing certificates, professional liability insurance, legal capital requirements, etc. before conducting business in Vietnam.

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Foreign Investment | ANT Lawyers

Our foreign investment practice at ANT Lawyers helps clients with the following:

Transactional structuring: advising on the possibility for foreign investors to obtain an investment license in Vietnam and the selection of an appropriate investment vehicle in Vietnam such as a business co-operation contract, a joint venture company or to set up a company in Vietnam as a wholly foreign owned company.

Licensing requirements: drafting and negotiating all documents required for obtaining an investment license for a foreign invested project, following up Vietnamese authorities for obtaining the investment license and assisting to complete all post-licensing procedures.

Regulatory issues: advising on regulatory issues in relation to the operation of foreign invested projects in Vietnam including advertising and promotion of their products. Please contact us for inquiries through email ant@antlawyers.vn or call our partner directly at + 84 912 817 823.

Let ANT Lawyers help your business in Vietnam.

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Business Conditions for Condominium Management Training Service

On July 1st 2016, the Government issued Decree No. 79/2016/ND-CP guiding the business of training service, improving the professional knowledge, management profession and operation of condominium.

Accordingly, organizations and individuals providing the above services must fully satisfy the 05 following conditions:

– First, the organization was established and operating in Vietnam; has the function of vocational training or college, university or postgraduate education as prescribed.

– Second, has a facility and classroom to ensure sufficient seat for students and location for students to practice on professional knowledge and practice.

– Third, has syllabus or teaching materials consistent with the training framework program that was promulgated by the Ministry of Construction.

– Fourth, has a minimum of 40% of the teachers on the payroll or a contract of indefinite term (has social insurance contribution) in accordance with the training framework program under the guidance of the Ministry of Construction.

– Fifth, being recognized by the Ministry of Construction or the agency authorized by the Ministry of Construction as qualifying for business of condominium management training service.

In addition, this Decree also provides for conditions for business of real estate brokerage practice training service as follows:

– First, the organization was established and operating in Vietnam; has the function of vocational training or college, university or postgraduate education as prescribed.

– Second, has a facility and classroom to ensure sufficient seats for students and location for students to practice on knowledge of real estate brokerage and administration of real estate trading floors.

– Third, has syllabus or teaching materials consistent with the training framework program that was promulgated by the Ministry of Construction.

– Fourth, has a minimum of 30% of the teachers on the payroll or a contract of indefinite term (has social insurance contribution) in accordance with the training framework program under the guidance of the Ministry of Construction.

Decree No. 79/2016/ND-CP officially takes effect upon signing.

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Renewal of License for the Establishment of Branches Office in Vietnam

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

-Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

-A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;

-Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;

-A copy of the license for the establishment of the branch.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

-A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;

-Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;

-Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;

-Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

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Simplifying the Procedure for Foreigner to Reside in Vietnam

For foreigners wishing to come to Vietnam to work and reside temporarily, they need to either set-up a company in Vietnam or work for others. The owner of the company does not need a work permit but still needs to apply for a temporary residence card.

However, the foreign employee will need the employer to sponsor the work permit in Vietnam before applying for a temporary residence card. A recent draft law on entry, exit and residence of foreigner in Vietnam has been proposed with some changes. The draft regulates many open provisions on entry-exit procedure, temporary and permanent residence conditions for foreigners to reside in Vietnam. ANT Lawyers always follows the new updates about administrative procedures in Vietnam to provide our client with the best service.

The new draft law details conditions for granting the temporary residence card for foreigners working in Vietnam, raising the term of this card from 3 year to 5 year. The foreigners’ category expands to scientists and specialists residing in Vietnam for the purpose of attracting international talents, the foreigners who don’t have any type of document proving nationality, and have resided in Vietnam before the year 2000. The foreigners holding temporary residence cards must change cards periodically 10 years at the issuing offices. The draft law does not allow the foreigners to change the entry purpose, but allows them to supplement the purpose of belonging persons in some specific cases such as in terms of diplomatic representative offices, consulates, international representative offices of the United Nations and students at universities, colleges, schools.

For more information or requirements of legal services to obtain a temporary residence card in Vietnam, we could assist. 

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Students learn how to start up business

HCMC - Corporate executives pointed out at a business seminar in HCMC on Monday that feasible ideas and the daring will be among the important factors students should possess if they want to set up their own businesses and develop their personal brands after graduation.

Duong Thu Huong, director of public relations and operations at IDG Ventures Vietnam, asked more than 200 students at the seminar to identify what they would want based on their ideas and then try their best to make it a reality.

Nguyen Minh Triet, chief executive officer of Strategy Asia Group, shared Huong’s view, saying that business start-up was to start a journey. “You must select a direction and make every effort to achieve the targets you set for the journey,” Triet told participating students at the “Building a Corporate Career: Developing Personal Brand and Leadership in a Big Game” session of the “Re-Invest Yourself” seminar.

Triet said a company should have a clear development strategy and targets. “Different approaches are needed to reach different goals,” he said and advised young people to set up businesses in the fields where they have experience and know-how to gain a certain advantage.

Huong of IDG Ventures Vietnam warned business start-up was not an easy job because young people were required to have practical ideas appropriate for their personal capacities.

However, she said that many opportunities were awaiting youths to set up new businesses and investment funds were also ready to help translate their business ideas into reality.

Huong told the Daily that IDG Ventures Vietnam would invest in new feasible business ideas and the investment capital would depend on the scale of the project.

Triet of Strategy Asia Group said failure was common when doing business but stressed the lessons from this failure was what that mattered most for successful business people. “Failure is necessary for us to achieve success.”

Nguyen Cong Ai, director of tax and corporate services at KPMG Vietnam, said failure drew people to reality and helped them work harder to get more success. “The biggest failure in life is that we do nothing when we fail,” Ai told the seminar.

Triet of Strategy Asia Group said personal brand development was like building a company. “We must have a proper strategy and set the target to achieve.”

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Where Foreign Investors Obtain Investment License in Vietnam?

To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).

Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved. MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam. Foreign investors apply for investment license at MPI which is acting as the contact point. People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.

In case the foreign investor setting-up a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval. Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for setting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.

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