We, SBLaw Company Limited (hereinafter referred to as “SB Law”) having known that your company (hereinafter referred to as “Client”) wishes to adjust its Investment Certificate regarding to supplement the business line of leasing warehouse in Hanoi. And then, your company wishes to set up its Branch office in Hochiminh City to implement the project of leasing warehouse in Cu Chi Industrial Zone.
Therefore, we are grateful to set our legal services proposal for your review and consideration as follows:
I. SUPPLEEMNTING THE BUSINESS LINE OF LEASING WAREHOUSE FOR YOUR COMPANY
The warehouse lease is one of the business lines governed by the Real Estate Business Law No. 63/2006/QH11 dated June 29th, 2006. It is a conditional business line. Particular as belows:
(1) The charter cipital must be at least 6 billion Vietnamese Dongs and it shall be 20 billion from July 1st, 2015;
(2) Having warehouse with full conditions for operation
For foreign investors, warehouse has to be created by such investors. It means that foreign investors has to lease land for long term and build warehouse on such land with all conditions for operation such as the fire fighting and prevention certificate, environment, security and son on to lease;they also have right to lease warehouse for re-leasing of such warehouse.
For domestic investors, they not only have above right as the foreign investors,
Therefore, at presence, according to the prevailing Real Estate Business Law, foreign investors can not implement the activity of re-lease of real estate including warehouse.
Howerer, when the Real Estate Business Law No. 66/2014/QH13 comes into effect from July, 2015, foreign investors shall have right to lease real estate for re-leasing.
Thus, at presence, if your company wishes to add the Business lines of leasing out Warehouse to subsidiary companies, it shall have two following options:
– Option 1: Leasing a land lot and building warehouse thereon for leasing. If this option is selected, your company shall have to change the Location for Project Implementation so that it can have enough conditions to build up warehouse;
– Option 2: Leasing warehouse from licensed entitites and re-leasing it to subsidiary companies. According to our practical experience, despite of that, the Real Estate Business Law 2014 has not been effective yet, the Licensing Authority may also consider application of your company. However, your company may face with challenges during the licensing process due to that until now there is no further guidance on this matter on what kind of warehouse can be re-leased.
When your company supplement the business line of leasing warehouse, the investors of your company has to input more investment capital into Vietnam to operate this business line because the supplementation shall be considerred as the extended project and the existinginvestment capital shall be considerred for using for existing business lines of your company.
After submission of application dossier for adjusting the Investment Certificate to the competent authority, it must get approval from Ministry of Planning and Investment, Ministry of Industry and Trade, Ministry of Construction.
2. SETTING UP BRANCH OFFICE OF LOGITEM HOLDING IN HCM CITY
The establishment of a Branch Office of Foreign Invested Company (hereinafter referred to as “FIC”) in Vietnam shall comprise three options:
– Option 1: Obtaining of Certificate of Operation of Branch Office with the business lines of implementing the business lines stated in the Investment Certificate of your company under the authorization of your company.
Accordingly, the Branch Office can implement all activities as the business lines of your company without the obtainment of Investment Certificate and without the injection of investment capital of your company into the Branch Office.
– Option 2: Obtainment of an Investment Certificate for Branch Office of the FIC. With this option, the Branch Office can directly implement of the business lines of leasing warehouse.
However, for this option, the investors of your company need to put in Investment capital into Vietnam in order to secure the business operation of the Branch Office in HCM City.
3. The roadmap for the incorporation of the Branch Office of Client or a 100% foreign owned company in following steps as follows:
3.1. 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 07-10 working days for each application dossier. The prepared documents shall then be sent to you for review, signing and seal.
3.2. 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.
3.3. Licensing process:
Within 3 months from submission of application dossier for obtainment of amended Investment Certificate for your company, we will obtain the amended Investment Certificate.
Within 3 months from submission of application dossier for obtainment of Investment Certificate for the Branch Office in HCM City, we will obtain the Investment Certificate for the Branch. In some case the process can be longer as it takes time to consult relevant competent authorities.
3.4. Post licensing:
Within 20 working days we shall complete the post licensing procedures.
3.5. Recording the information of Branch Office into Investment Certificate of the Head Office: After the obtainment of Investment Certificate/Certificate of Operation of the Branch Office in HCM City, we shall assist Client in amending the Investment Certificate of Head Office in Hanoi in order to record the information of the Branch Office. It shall take you about 20 working days from submission of application dossier to the competent authority in order to record such information into the Investment Certificate of the Head Office in Hanoi.
