Having known that foreign investor (hereinafter referred to as “Client”) wishes to be provided with consultancy services in establishing a Joint Venture Company in the field of logistics in accordance with the Laws of Vietnam (hereinafter referred to as “JVC”). Therefore, S&B Law (hereinafter referred to as “Consultant”) with full experience and expertise, would like to provide the Client with such services.
The specified activities and services shall be provided as follows:
services rendered by the Consultant
Under the scope of this proposal, the Consultant proposes to provide 02 package services as follows:
In case the Client needs the assistance of the Consultant in negotiation and preparation of the Joint Venture Agreement, the services would include the work described as follow;
In the Client have worked out in details the contents of the Joint Venture Agreement, the service only include the work described in Item 2.2 hereunder.
Note: The scope of logistics business mentioned in this Proposal includes one or many following services:
Receiving goods;
Transportation (except for maritime transport);
Warehousing;
Storage;
Completing the custom formalities and other documentation procedures;
Providing the consultancy to clients;
Packaging goods and labeling them with their codes;
Good delivery or other services relating to goods in accordance with an agreement with clients in order to enjoy remuneration.
Legal services related to Joint Venture Agreement
Upon request of the Client, the Consultant shall support the Client during the negotiation meetings on Joint Venture Agreement; providing analysis and advices on the legal aspects of articles of the Joint Venture Agreement such as: Capital contribution, the right of Company management; capital assignment, rights and obligations of parties in the Joint Venture Company, etc;
Assisting the Client in drafting and completion of Joint Venture Agreement on the basis of information, documents as well as the negotiation result provided by the Client;
Legal services for getting the Investment Certificate
Providing legal advices relating to all aspects of setting up Joint Venture Company in the field of logistics in accordance with prevailing Laws of Vietnam;
Assisting the Client in drafting and completing the Application Dossiers for establishing the Joint Venture Company in Vietnam (including Application Dossier for Investment Registration and Application Dossier for Business Registration) in English and Vietnamese with contents and forms in compliance with requirements of competent authority of Vietnam:
The Application Dossier for Business Registration shall consist of:
Charter of the Joint Venture Company;
List of the investor(s) of the Company;
Other necessary documents as requested by laws of Vietnam (if any).
The Application Dossier for Investment Certificate shall consist of:
Application for Registration of Investment;
Documents prove financial capacity of the investors;
Joint Venture Agreement (*);
Feasibility Study (If any);
Other necessary documents as requested by laws of Vietnam (if any).
Note: (*): The work of preparing this document shall be included in the work in Item 2.2 if the parties of JVC agree all articles of the Joint Venture Agreement and do not need further negotiation among the parties with support of the Consultant.
Representing the Client to submit the Application Dossiers to the competent authorities for their consideration of the Application Dossiers and following up the licensing process;
Representing the Client to liaise with the competent authorities to obtain the best support for the project;
Assisting the Client to explain, amend and supplement to the Application Dossiers as requested by the competent authorities;
Representing the Client to receive the Investment Certificate.
Note: The draft Decree detailing Commercial Law on logistics business is expected to come into effect in the coming time. Therefore, it may cause some changes in conditions and procedures of setting up a logistics company in comparison with above mentioned procedure. If there are any new regulations above this, the Consultant will inform the Client immediately.
Post-licensing service
After the Investment Certificate is granted to the project, the Consultant shall assist the newly set up company to complete administrative procedures for its official operation, including:
Registering its seal at the Public Security Department;
Registering tax code and customs code at relevant authorities;
Opening account at bank;
Making announcement of operation on newspaper (If required);
Applying for work permit for foreign staff at competent authority;
Other work.
Responsibilities of the client
To provide the Client (in the possibly soonest time) all necessary documents and information for completion of the Application Dossiers as required by the Client;
To make payment to the Client in accordance with the schedule described in Item V.
Our task schedule:
Within 02 (two) working days from the date of the Parties signed this Consultancy Service Proposal/Consultancy Service Contract, the Client shall prepare and send a questionnaire of necessary documents and information for establishing a Joint Venture Company to the Client for its preparation;
Within 05 (five) working days from the date of full receipt of all necessary information required in the above questionnaire, the Client shall complete and deliver the Application Dossiers to the Client for consideration and signature;
Within 30 (thirty) working days since the competent authority has not any comments and/or queries about application dossier, the Client shall obtain Investment Certificate and transfer it to the Client;
Within 15 (fifteen) working days from the date of receipt of the Investment Certificate, the Client shall complete all works as in 2.3.1 to 2.3.5.
Note: As mentioned above, the draft Decree detailing the Commercial Law is expected to come into effect in the coming time. Therefore, the time of waiting for competent authority’s comments may be long.
Time for explanation, amendment and supplement of the Application Dossiers at request of relevant authorities is exclusive.
