If you would like to form software company formation in Vietnam, we are grateful to set our legal services proposal for your review and consideration as follows:
1. Brief summary of background and our comments
It is our understanding that foreign investor – a company duly established and operating under the law of foreign country intends to set up a wholly foreign invested company in Vietnam for software (Digital Content Product) manufacture.
a) Under Vietnam WTO’s Commitments, foreign investor is entitled to establish wholly foreign invested company to manufacture software (Digital Content Product) manufacture and development in Vietnam. Thus, you are entitled to setup a wholly foreign invested company for software (Digital Content Product) manufacture and development in Vietnam.
b) Although Vietnam Law does not impose any minimum rate of charter capital for the above mentioned business activities. Accordingly, the foreign investor shall be self responsible for its estimate of sufficient charter capital to be injected into the Company in Vietnam for running its business project.
c) Investor who acts as owner or shareholder of the Company in Vietnam must provide sufficient evidence that it has good experience in the field.
2. Setting up Wholly Foreign Invested Company
The establishment of the new company requires an Investment Certificate from the licensing authority.
Depending upon the location of the company, the licensing authority may be the Provincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).
Under Vietnam Law on Investment, for incorporating a foreign invested company (Hereinafter referred to as “FIC”), you are required to propose an Investment Project initially to obtain Investment certificate.
The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:
– The legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.
– Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
– Head office of the FIC should be in line with master plan of the City.
3.The roadmap for the incorporation of the FIC for trading activities can be described in following steps as follows:
– Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 05-07 working days. The prepared documents shall then be sent to you for review, signing and seal.
– Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. It shall take about 3-4 months from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate. In some case the process can be longer as it takes time to consult relevant Ministries such as Ministry of Industry and Trade, Ministry of Planning and Investment, Ministry of Finance, Ministry of Information and Communication and State Bank of Vietnam.
– Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the FIC in News Paper, obtaining seal and tax code registratio
4.Scope of works of lawyers
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Preparation of the application documents:
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Licensing procedures:
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Post-licensing procedures:Upon the issuance of the investment certificate, the FIC shall be required to carry out immediate administrative procedures.Our services include:
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5. Delivarables of lawyers
The Deliverables will include documents prepared in Vietnamese as required for submission to licensing bodies.
You will review, approve and where necessary sign these documents.
SBLaw may provide English translations of these documents (or extracts thereof), but the translated documents should be used for reference other the purposes of discharging your responsibility for the positions taken and the underlying company information.
