SBLAW refer with thanks to your email from which we were requested to advice on possibilities of setting up a foreign invested company for doing business of exporting of electronic waste and scrap metals having HS codes in Ho Chi Minh City or Hanoi City, Vietnam (hereinafter referred to as “the Company”) by one individual and an European company (hereinafter referred to as “the Client”).
Therefore, we are grateful to set our legal services proposal for your review and consideration as follows:
1. BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS
1.1. Initial advices
Under Vietnam law, exportation right is one of the conditional business activities. In this case, we understand that the Company proposes to export electronic waste and scrap metals. These products have been strictly controlled strictly due to its effects to environment. According to the Direction No. 216/CT of Vietnam’s Government dated 17th August 1989
Vietnam Government trended to inhibit exportation of scrap metals. Up to now, there is no conclusion on validity of this legal instrument.
Therefore, newly set-up exporting company will only be allowed to export electronic waste and scrap metals if the licensing authority grants the special approval.
In order to obtain the Investment Certificate cum Business Registration Certificate in
Vietnam, foreign investors must satisfy following conditions:
- Foreign investor is prestigious & effective trader of such goods shown through incorporation certificate, audited financial statements of two last years, catalog, brochure, certificate (if any);
- Expected head office of the Company in Vietnam must be located in commercial building/office building;
- The registered capital of the Company should be 500,000 US Dollars. Please note that this rate of capital is recommended by SB Law based on our practical experience in the similar previous case only.
1.2. Licensing Procedures
The roadmap for the incorporation of the Company 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 20 working days.
- Pre-licensing procedure: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier for starting the licensing procedure. It shall take about 45 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate.
- Post licensing: Within 15 working days we shall complete the post licensing procedures such as publishing the Company in News Paper, obtaining seal and 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, SB Law shall try its best to accelerate the progress in order to obtain the approval at the soonest.
2. SCOPE OF WORKS
With regards to the above matters, our scope of work shall be 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 the Client to discuss the draft application documents;
- Amending the application documents based on your comments;
- Obtaining preliminary comments from the licensing authority on the draft application documents;
- Finalizing the application documents following comments from the licensing authority;
- 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 you updated on the developments and additional requirements, if any; and
- Assisting you in obtaining the License.
Our services include:
- Obtaining the seal of the Company;
- Obtaining the tax code of the Company; and
- Placing an announcement on the establishment of the Company.
3. PROFESSIONAL FEE
3.1. The Price for performing the SB Law services as mentioned in item 4 above will be as follows:
– Preparation of application dossier: 1,500 USD (in word: One thousand and five hundred United States Dollars);
– Licensing process: 3,500 USD (in word: Three thousand and five hundred United States Dollars);
– Post – licensing process: 1,000 USD (in word: One thousand United States Dollars);
Note: Our service fee is equivalent to 40 working hours of one lawyer. However, our service fee will be not exceeded 6,000 USD.
The service fee stated above does not include costs and disbursements incurred on the Client’s behalf including 10% VAT, bank fee for receipt, deposit or transfer of funds, Cost for translating documents from English into Vietnamese (15 USD/01 page, one page must not exceed 300 words).
3.2. Services fee shall be paid to SB Law as follows:
– Within 03 working days from the date of signing the legal service contract, the Client will pay for SB Law an advance payment which equivalent to 40% of the total estimated services fee;
– The Client will pay 30% of the total estimated services fee within 03 working days from submission of application dossier to the competent authority;
– The Client will pay the remained fee and other cost and disbursement incurred on the Client’s behalf within 05 working days from the date of obtaining the Investment Certificate from the Licensing Authority.