SBLAW understands that Client would like to amend its Investment Certificate to include warehousing services based on un-used redundant leased space area, thus, we would like to advise as follows:
1. Warehousing Service under Vietnam’s commitment.
Warehousing services is classified to Warehousing Service (CPC 742). According to roadmap of opening market under Vietnam’s WTO commitments, from the year of entering into WTO, Foreign Investors shall be required to setup joint venture with Vietnamese Partner in which foreign ownership must not exceed 51%. 7 years after entering into WTO, foreign ownership restriction shall be removed.
According to roadmap of opening market under VJEPA, restriction of foreign ownership against Japanese Investor in this field is also removed from 11 January 2014. Thus, with respect to these services, Client shall not face with difficulties in amendment of Investment Certificate to include warehousing service.
2. Special notes to amendment of Investment Certificate:
Supplementation of business activities and investment objective is considered as expansion of investment project. According to our practical experience, in case the FIC would like to expand scope of business activities, particularly, the approval shall very much depend on following factors:
– Audited Income Statement of Client in the most recent year (2013) must be positive. In some cases, in order to assess feasibility of expansion of investment project, the Licensing Authority requests Client to explain more about business result within early six months of 2014.
– Client finalized all tax obligations within recent 02 fiscal years;
– Client should provide detailed explanation on demand on land use for current business activities (prior expansion of investment project), space area as used in practice, proposal for space to be used for warehousing services…
– We do not exclude possibility that the Licensing Authority may request Client to increase investment capital for business activities expansion. However, according to our practical experience, in this case, such possibility is not high.
3. Licensing Process
The roadmap for amendment of Investment Certificate to include warehousing service 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 10 working days.
- 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 Licensing Authority.
- Licensing Procedure:Within 40 working days from submission of application dossier to the competent authority, Client shall obtain amended Certificate.
- Post licensing: Within 15 working days we shall complete the post licensing procedures such as publishing amendment of Investment Certificate in News Paper and updating Tax Code Registration.
- For avoidance of any doubt, in practice, the administrative procedure can be longer due to that the competent authority must consult relevant ministries before granting License. In such case, S&B Law shall try its best to accelerate the progress in order to obtain the approval at the soonest.
4. SCOPE OF WORK
We propose our scope of work in this case as follows:
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.
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 amended investment certificate.
Post-licensing procedures:
- Placing an announcement on amendment of Investment Certificate in the newspaper;
- Updating Tax Code Registration
