1. Legal regulation about changing owner and legal representative for FDI company
In case a Foreign Invested Company (“FIC”) would like to change of its owner and Legal Representative (“FIC”) with Vietnam Competent Authorities, We, therefore, are grateful to present our legal service proposal for client’s review and consideration.
Under Vietnam Law, a FIC is entitled to amend the Investment Certificate to reflect change of its Owner/Shareholder and the Legal Representative.
From our practical experience in similar cases, in order to register such amendment with the competent authority, such FIC must satisfy following requirements:
+ The Assignor who assign the capital in FIC must have completed its charter capital contribution to the FIC under Vietnam Law;
+ The Assignee who acquires the capital in FIC must have settled payment to the Assignor for capital assignment as stipulated under the Capital Assignment Agreement;
+ Payment for capital assignment must be made via investment accounts opened at local Banks;
+ The new Legal Representative of the FIC must reside in Vietnam. The competent authority shall require the applicant to present the Temporary Residence Permit or Certificate of Temporary Residence Registration issued by relevant Police Office in Vietnam;
+ Financial Status of the FIC for recent years should be positive. Please note that in case the accumulated loss of the FIC is greater than the equity of the FIC, the FIC must provide evidence to prove that it has sufficient plan to resolve such bad financial situation. Also, the competent authority may temporary suspend the licensing progress for further inspection in case it find that revenue of the FIC is increased while profit of the FIC is negative.
Also, according to Vietnam Law, it shall take about 20 working days from receipt of a completed and legitimate application dossier from the applicant to obtain the amended Investment Certificate. However, in practice, the process for registration of franchising activities can last longer as it takes time for competent authority to evaluate the documents and consult relevant state agencies on the related matter.
For ease of reference, hereinafter is an overview roadmap of licensing procedures for this service package as follows:
Time frame:
Step 1: From 02-03 working days from receipt of necessary documents
Step 2: From 02-03 weeks from completion of Step 01
Step 3: From 07- 10 working days from completion of Step 02
2. Scope of works of SBLaw
Our services in this regard will include:
Review documents:
• Review documents as prepared by Client
• Liaising with Client to discuss application documents, if necessary;
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 Client updated on the developments and additional requirements, if any; and
• Assisting Client in obtaining the amended Investment Certificate in Vietnam.
