This is reference to our telephone conservation from which we were requested to advice on establishment of a branch office in Ho Chi Minh City of foreign invested company (hereinafter referred to as “Client”).
We, therefore, are grateful to present you our Legal Services Proposal for your review and consideration.
The establishment of a Branch Office of Foreign Invested Company (hereinafter referred to as “FIC”) in Vietnam shall comprise two options:
– Option 1: Obtainment of an Investment Certificate for Branch Office of the FIC. With this option, the Branch Office in Ho Chi Minh City shall be treated as new investment project of company in Vietam. The Branch Office can directly import goods from abroad and contract with customers to distribute such goods with territory of Vietnam. However, for this option, company needs to put in Investment capital into Vietnam in order to secure the business operation of the Branch Office in Ho Chi Minh City.
The procedure for obtainment of Investment Certificate of a Branch Office under this option shall be similar to the procedure for obtainment of Investment Certificate of a new Trading Company.
Particularly, after submission of application dossier to the competent authority in Ho Chi Minh City, it must get approval from Ministry of Planning and Investment, Ministry of Industry and Trade, Ministry of Health, Ministry of Finance etc.
We assume that it shall take you about 4 months from submission of application dossier for obtainment of Investment Certificate for the Branch Office in Ho Chi Minh City.
– Option 2: Obtainment of Certificate of Operation of Branch Office. With this option, the Branch Office shall act as transaction office of Client in Ho Chi Minh City.
The Branch Office shall not be allowed to conduct necessary procedures for import of goods from the abroad for sale in Vietnam or to directly sign sale contract with Customers.
However, the Legal Representative of Client can authorize the Head of Branch Office to sign documents on his behalf. For this option, Client does not need to inject investment capital into the Branch Office in Ho Chi Minh City.
It shall take you about 15 working days from submission of application dossier to the competent authority for obtainment of Certificate of Operation of Branch Office in this case.
The roadmap for the incorporation of the Branch Office of Client 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 05-07 working days. The prepared documents shall then be sent to you for review, signing and seal.
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 competent authority.
Licensing process:
Option 1: it shall take you about 4 months from submission of application dossier for obtainment of Investment Certificate for the Branch Office in Ho Chi Minh City. In some case the process can be longer as it takes time to consult relevant competent authorities.
Option 2: It shall take you about 15 working days from submission of application dossier to the competent authority for obtainment of Certificate of Operation of Branch Office
Post licensing: Within 15 working days we shall complete the post licensing procedures such as publishing the Branch Office in News Paper, obtaining seal and tax code registration.
Recording the information of Branch Office into Investment Certificate of the Head Office: After the obtainment of Investment Certificate/Certificate of Operation of the Branch Office in Ho Chi Minh City, Client shall need to amend the Investment Certificate of Head Office in Hanoi in order to record the information of the Branch Office.
It shall take you about 20 working days from submission of application dossier to the competent authority in order to record such information into the Investment Certificate of the Head Office in Hanoi.
SERVICES TO BE PROVIDED BY SBLAW
Our services in this regard will include:
Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose including application, explanatory statement (similar to a feasibility study), power of attorney, board resolutions in English language;
Liaising with Client to discuss the draft application documents;
Amending the application documents based on Client’ 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 Client updated on the developments and additional requirements, if any; and
Assisting Client in obtaining the Certificate of Operation of Branch Office.
Post-licensing procedures:
Obtaining Seal Sample Registration
Obtaining Tax Code Registration
Publishing the Branch Office on news paper.
