We understand that your company (herein after referred to as “Client”) intends to setup a joint venture company for building and running Project in Nha Trang, Khanh Hoa (hereinafter referred to as “Investment Project”).
You therefore would like us to assist in legal advice for obtaining Investment Certificate for the above said Investment Project.
We are grateful to present you hereinafter our Legal Services Proposal for your review and consideration.
1. BACKGROUND OF THECASE AND SCOPE OF WORKS
It is our understanding that Client plans to invest about more than 7,000,000 US Dollar (Seven million US Dollar) to setup a Joint Venture Company for running the Investment Project in Nha Trang City, Khanh Hoa Province.
Establishment of the Joint Venture Company (hereinafter referred to as “JVC”) shall require an Investment Certificate from the provincial licensing authority, namely People Committee of Khanh Hoa Province.
Following items shall be key factors for obtaining the Investment Certificate in this case:
(i) Locating the suitable land lot: It is noted that all land in Vietnam is owned and administered by the State. As such, there is no private ownership of land and all land is thus rented from the state. Before being granted the right to use land for business purposes, all land users must obtain a Land Use Right Certificate. Despite of that Vietnam Authority shall grant the Land Use Right Certificate only after completion of obtaining the Investment Certificate of Investment for the JVC, Client shall need to carefully work with the provincial People Committee of Khanh Hoa Province to consult the availability of suitable land lot before starting the Licensing Process.
In-principal approval on location of the theater shall be very much depended on the
master plan. We also would like to note that such in-principle approval of People Committee of Khanh Hoa Province on the location is considered as one of essential documents for obtaining Investment Certificate for JVC.
(ii) Obtaining Investment Certificates: Under Vietnam Law, obtaining Investment Certificate for the project with investment capital from at least 300 billion Vietnam
Dong (about 15,000,000USD) or Investment Certificate in the conditional investment sectors such as banking, finance, real estate, culture etc shall be subjected to Investment Evaluation Process. Accordingly, Client shall need to prepare the Feasibility Study for the Project of setting up and operating the Investment Project.
Time limit for obtaining Investment Certificate under the Investment Evaluation Process is 45 working days from submission of application dossier for the Investment Certificate. However, in practice, the process can be much longer as it requires the Licensing Authority to consult relevant Ministries before granting Investment Certificate.
Thanks to our strong relationship with the Ministries, we can help you to accelerate the process of getting their opinions.
(iii) Obtaining Certificate of Land Use Right: Vietnam Law requires all Entities to obtain Certificate of Land Use Right before being granted right to use land for business purpose. Time limit for obtaining Certificate of Land Use Right is about 10 working dates from the submission of application dossier to competent authority.
(iv) Obtaining Construction Permit: Syngenta shall be required to obtain Construction Permit before commencing its construction work. Time limit for obtaining Construction Permit under Vietnam Law is 20 working days from submission of application dossier for construction permit.
(v) Submission of documents proving satisfaction of conditions for fire fighting and prevention
2. SCOPE OF WORK
2.1.Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose;
Liaising with SBLaw to discuss the draft application documents;
Amending the application documents based on Client’s comments;
Obtaining preliminary comments from the licensing authority on the draft application documents;
Finalizing the application documents following comments from the licensing authority; and
Translating the final version of the application documents into Vietnamese for execution.
2.2.Licensing procedures:
Submitting the application dossier to the licensing authority on Client’s behalf;
Monitoring and following up with the relevant authorities on the approval process;
Keeping your company updated on the developments and additional requirements,
if any; and
Assisting Client in obtaining the investment certificate for the Investment Project.
2.3. Post-licensing procedures:
Upon the issuance of the Investment Certificate, the JVC shall be required to carry out immediate administrative procedures.
3. Our services include:
Obtaining the seal of the JVC;
Obtaining the JVC’s tax code;
Placing an announcement on the establishment of the JVC in the newspaper;
Obtaining Certificate of Land Use Right
Obtaining Construction Permit
4. DELIVARABLES
The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.
