How to Open A 100 % Foreign Owned Company in Vietnam?

QUESTION:

How to open a 100 % foreign owned company in Vietnam?

Dear Sirs,

We are an executive search /HR consulting company based in Bangkok, Thailand. Please see attached corporate profile.

We are planning to set up an executive search company / HR consulting company in Ho Chi Minh in April this year as part of our expansion plan.

 

Please can you advise us on :-

  • Detailed costing breakdown of opening a 100 % foreign owned company.
  • Start-up requirements
  • How long it will take ,realistic time line
  • A detailed synopsis of company formation processes and procedures.
  • Licencing requirements, if any ?
  • Any other helpful advice you can give us

Look forward to hearing from you.

Kind regards

Char..
Managing Director

 

ASL LAW’S ADVICE

—

Dear Char..,

Regarding your enquiries concerning the subject matter, we would like to advise you on the procedure, the requirements and our updated fee schedule in relation to advice on opening a 100 % foreign owned company in Vietnam (hereinafter referred to as the Newco”).

With many years of experience on Business, Foreign investment, Real estate, Litigation and with a team of professional lawyers and consultants, the firm quietly has ability to provide highest quality of pragmatic advices and support you to establish the company in Vietnam. We do hope that from now on, a long term co-operation shall be soon setup between us.

We would like hereinafter to send you the legal service proposal as follows:

  1. SET UP 100% FOREIGN-OWNED COMPANY IN VIETNAM

Pursuant to Law on Enterprise of Vietnam: Establishment of economic organizations with 100% capital of investors

  • Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.
  • Enterprises with 100% foreign investment capital, which have been established in Vietnam, may cooperate with one another and with foreign investors to establish new enterprises with 100% foreign investment capital.
  • An enterprise with 100% foreign investment capital shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.

How to open a 100 % foreign owned company in Vietnam

2. BRIEF SUMMARY OF BACKGROUND

It is our understanding that you intend to set up a wholly foreign invested company in Vietnam operating in the field of automobile manufacturers.

According to Vietnam Law on Investment and Vietnam WTO’s Commitments, it is possible for you to setup wholly foreign invested company in Vietnam.

However, we would like to note that during the licensing process, the competent authority might examine carefully some following points:

❖ Location of NewCo: Investor is required to provide accurate address of location where the company is based. Also, competent authority shall require investor to provide physical lease contract of location and other related documents of the location.

❖ Charter capital of NewCo: Vietnam Law does not imply a minimum amount of investment capital to setup a company operating in your company’s field. However, the foreign investor must prove that amount of investment capital is sufficient to run NewCo. In order to prove the sufficient financial capacity before setting up company, it is required the investor to provide bank statement certifying balance in the bank. After NewCo is setup, investor is required to transfer such amount to NewCo’s account. The Investor may have no more than 3 months to fully transfer the registered charter capital applied to JSC and no more than 36 months to fully transfer registered charter capital applied to LLC.

❖ Business of NewCo: Currently, there are restrictions related to the business for enterprises with 100% foreign capital. Specifically, there are prohibited occupations of foreign enterprises and the implementation of business conditions. To compare the request of the customer established a new company active in the field of automobile manufacturing, components, automobile assembly, maintenance and repair of automobiles.

This business line is conditional. According to the laws of Vietnam, when businesses want business lines must meet the following two conditions.

** Conditions before the establishment of enterprises

Having registered investment licenses, business registration record automotive industry, components, automobile assembly, maintenance and repair of automobiles.

After forming conditions.

Having the license guarantees the operation of the new company include: Certificate of base warranty, maintenance of cars

❖Tax and other requirement.
 We will advise you after receipting your information about: your investment’s location, the object of your NewCo, your capital…

3. SERVICES TO BE PROVIDED BY ASL LAW

ASL LAW is ready to provide package services to you for the purpose of opening a 100 % foreign owned company in Vietnam. to conduct trading activities as follows:

3.1. Licensing Procedures

ASL LAW is ready to provide package service to you for the purpose of establishing a 100% foreign owned company in Vietnam as follows:

  • Providing advices on all legal aspects relating to procedures of obtaining Investment Certificate for the Company from competent authority;
  • Preparing Application Dossiers (in both Vietnamese and English) for obtaining Investment Certificate for the Company;
  • Representing your Company to submit the Application Dossiers for obtaining License Investment Certificate for the Company;
  • Working with provincial competence authority on behalf of your company to obtain the best support on reviewing and considering the application and providing explanation and/or supplementation of application dossiers per request;
  • Updating information of the approving process to your company;
  • Receive new License for establishment of foreign invested company from provincial 
competent authority and hand it over to your Company.

3.2. Post-Licensing Procedures

For Post Licensing procedures, ASL LAW shall assist you to:

Obtain the Seal and Certificate of Seal Sample Registration from City Police;

Publish the company operation on 3 continuous number of newspapers;

Register the Tax code number under your company in Department of Tax;

Open the bank account under your company.

4. TIMING

ASL LAW shall deliver your Company checklist of information and necessary documents for opening company in Vietnam:

– Within 01 (one) working day from singing legal service contract between two parties;

– Within 07 (seven) working days from full receipt of information and necessary documents delivered by your Company, ASL LAW shall deliver your Company application dossiers for reviewing and proceeding;

– Within 03 (three) working day from full receipt of signed document provided by your Company, ASL LAW shall submit application dossiers to provincial competent authority;

– Within 3~4 (three to four) months without any office action from submission of dossier to provincial competent authority, ASL LAW shall obtain Investment Certificate;

– Within 05-08 (five-eight) working days from obtaining Investment Certificate (IC), ASL LAW shall register and obtain the Seal and Certificate of seal sample registration and deliver to your Company.

– Within 05-8 (five-eight) working days from obtaining the Seal and Certificate of seal sample registration, ASL LAW shall register and obtain Tax code number in the Department of Tax.

– Within 45 (forty five) working days from getting the IC, You will get the retail certificate (if you oder)

NOTE:

The time schedule indicated in this Item is estimated based on initial information provided by client and actual status of licensing procedure at the time of preparing this Legal Service Proposal. The actual time schedule may be shorter or longer than expected. In case the licensing procedure is longer than expectation, ASL LAW shall exert all its strength to accelerate the process in order to protect right of the client.

 

5. FEES OF OPENING A 100% FOREIGN OWNED COMPANY IN VIETNAM

In consideration of the services to be provided as stated in the above, we would propose a service fee as follows:

The fee will be made in the following schedule:
+ 50% of the fees shall be paid upon your confirmation of this proposal;
+ The balance 50% of the fees shall be paid upon completion every scope of work.

The total service fee mentioned above is exclusive of expenses such as 10% VAT, telecommunication costs, travel outside of Hanoi, Ho Chi Minh city for working, governmental fees, translation fee (12USD/one A4 page does not contain more than 300 words), legalization, Notarization and other costs incurred on behalf of Client (if any).

6. ASSISTANCE AFTER COMPLETING SERVICE CONTRACT

After completing the service contract, ASL LAW shall provide the proposed company legal advices regarding to matters related to the actual operation of the proposed company including provisions applicable to labors; tax; recruitment.

Once again, we would like to thank for your kind co-operation. If you have further any inquiry, please feel free to contact us.

Thank you for contacting with us.

Best regards,

ASL LAW – VIETNAM BUSINESS LAW FIRM