We refer with thanks to your conversation dated May 26, 2014 from which we were requested to advise on the amendment of Investment Certificate with regard to the appointment of new legal representative of a foreign-owned company in Ho Chi Minh City, Vietnam.
With many years of experience on Business, Foreign investment, Real estate, Litigation and with a team of professional lawyers and consultants educated from well-known universities over the world, the firm quietly has ability to provide highest quality of pragmatic advices and support on your intention.
I. BRIEF INTRODUCTION TO REGULATION ON AMENDMENT OF INVESTMENT CERTIFICATE
It is our understanding that now CLIENT has intention to change the current legal representative being acted as Director of company.
Under Vietnam Law on Investment and Vietnam WTO’s Commitments, it is possible for CLIENT to amend its Investment Certificate regarding the changing of the aforesaid business registration content.
However, we also would like to note with you some key points, including:
– The Charter Capital and/or Investment Capital of the CLIENT should be fully contributed up-to-this-moment in accordance with contribution schedule as defined in the Investment Certificate;
– The CLIENT has totally complied with the investment report scheme (e.g. quarter, annual report) as prescribed by the Vietnam Law on Investment and other regulations;
– It is required to declare the changing of tax registration content with Tax Department of Ho Chi Minh City as well as make press-release on the amendment contents of the Investment Certificate in daily printed newspaper or electronic newspaper;
– Last but not least, although the Work Permit and/or Temporary Residence Card of the new legal representative is not required by the Licensing Authority on dossier submission for Investment Certificate’s amendment procedure, however it is important to obtain such licenses for legally working in Vietnam.
TIMING:
The timing for this procedure usually lasts from fifteen to thirty (15-30) working days from the date of receipt of the valid dossier. The abovementioned timeframe is expected upon the original information provided by the Client and actual situation of license procedure at the time of preparation of this Legal Service Proposal. The time in fact could be longer or shorter than which is expected. In case the procedure lasts longer than expectation, SBLaw will redouble the effort to overcome the delays encountered in order to guarantee the benefits of the Client.
BRIEF INTRODUCTION TO REGULATION ON OBTAINING WORK
PERMIT AND THE TEMPORARY RESIDENCE CARD
Under Vietnam Law, except for cases permit, all foreign employee must obtain work permit to be employed in Vietnam. In order to obtain Work Permit, Employer and Employee must satisfy following requirements:
a. Requirements for the employers:
Article 170, Labor Code 2012, when hiring a foreign employee, the employers need to satisfy the recruitment conditions as follows:
(i) The enterprises, agencies, organizations, individuals and contractors in the country are only entitled to recruit foreign citizen to work as manager, operating director, specialist and technical employee while Vietnamese employee has not meet the production and business demand.
(ii) The foreign enterprises, agencies, organizations, individuals and contractors before recruiting employees who are foreign citizens to work in the territory of Vietnam must explain the demand for labor employment and be approved in writing from the competent state agency.
b. Requirements for the foreign employees:
According to Decree 102/2013/ND-CP date September 05 The Labor Code 2012 on foreign workers in Vietnam, the foreign employees need to satisfy the following requirements:
(i) The worker is capable of civil acts as prescribed by law.
(ii) The worker’s health is suitable for his or her job.
(iii)The worker is a manager, executive officer, expert, or technician.in which foreign employee are exempted from work , 2013 elaborating some articles of
(iv)The foreign workers that provide medical examination, medical treatment in Vietnam, or work in education and vocational training must meet the conditions for provision of medical examination, medical treatment, education and vocational training of Vietnam’s law.
(v) The worker is not a criminal or liable to criminal prosecution according to Vietnam’s law and the foreign country’s law.
(vi)The employment of the foreign worker is approved in writing by a competent authority.
TIMING:
– Within 02 working days from the full receipt of necessary documents and information provided by Client, SB Law shall draft and transfer necessary documents to client for reviewing and signing.
– Within 10-15 working days from the submission of application dossiers to Department of Labor, Invalids & Social Affaire (“DOLISA”), S&B Law shall obtain the Work Permit and hand over to Client.
– Within 10-15 working days from obtaining the Work Permit, S&B Law shall register the Temporary Residence Card with the term basing on the term of obtained Work Permit.
SCOPE OF SERVICES
1. For the procedures on amending the Investment Certificate: Preparation of the application documents:
Notifying application documents required in accordance with Vietnam laws;
Drafting application documents required for submission purpose including application, power of attorney, board resolutions in English language;
Liaising with the Client to discuss the draft application documents;
Amending the application documents based on the 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 procedure:
Submitting the application dossier to the licensing authority on the Client’s behalf;
Monitoring and following up with the relevant authorities on the approval process;
Keeping the Client updated on the developments and additional requirements, if any;
Assisting the Client in amendment of the Investment Certificate process;
Receiving the result and handing it over to the Client. Post- Licensing procedure:
Making press-release on the amendment contents of the Investment Certificate. For the procedures on obtaining the Work Permit and Temporary Residence Card:
Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese laws;
Drafting application documents required for submission;
Liaising with the Client to discuss about the drafted application documents;
Amending the application documents based on the 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. Licensing procedures:
Submitting the application dossier to the licensing authority (the DOLISA) on the Client’s behalf;
Monitoring and following up with the relevant authorities on the approval process;
Keeping the Client updated on the developments and additional requirements, if any; and
Receiving the Work Permit and handing it over to the Client.
For the procedures on Temporary Residence Card registration:
Submitting the application dossier to the Police Department of Immigration on the Client’s behalf.
Receiving the Temporary Residence Card and handing it over to the Client.
