Investor is a French company and want to establish a foreign invested company (Hereinafter referred to as “FIC”) for providing market research in Vietnam, SBLaw would like to provide some information as follows:
1.BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS
It is our understanding that FIC shall be owned by French Investor and it shall be structured as a wholly foreign invested company.
a) Under Vietnam WTO’s Commitments, foreign investor is entitled to establish wholly foreign invested company to conduct market research service in Vietnam. France has been a member of WTO since 1st January 1995. Thus, you are entitled to setup a wholly foreign invested company for conducting market research services in Vietnam.
b) We would like to note that under Vietnam WTO Commitment, FIC providing market research services is not allowed to conduct public opinion polling services.
c) According to our practical experience in the previous similar cases, in order to secure high possibility of success, we strongly recommend you to consider following factors:
– Although Vietnam Law does not impose any minimum rate of charter capital for the above mentioned business activities. Accordingly, the foreign investor shall be self responsible for its estimate of sufficient charter capital to be injected into the Company in Vietnam for running its business project.
– Investor who acts as owner or shareholder of the Company in Vietnam must provide sufficient evidence that it has good experience in the field, especially those relating to market research services.
2.SETTING UP WHOLLY FOREIGN INVESTED COMPANY
The establishment of the new company requires an Investment Certificate from the licensing authority.
Depending upon the location of the company, the licensing authority may be the Provincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).
We would like to clarify that the procedure for establishment of a foreign invested company in Vietnam generally takes a rather long time in comparison with other countries in the region.
Our practical experiences show that although the total time for establishment of a foreign invested company as stipulated under Vietnam Investment Law 2005 is only 20 – 45 days, the actual process may take a longer time due to that the competent authority must consult other relevant offices to evaluate the investment project.
Under Vietnam Law on Investment, for incorporating a foreign invested company (Hereinafter referred to as “FIC”), you are required to propose an Investment Project initially to obtain Investment certificate.
The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:
– The legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.
– Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
– Head office of the FIC should be in line with master plan of the City.
3.The roadmap for the incorporation of the FIC for trading activities 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.
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.
In some case the process can be longer as it takes time to consult relevant Ministries such as Ministry of Industry and Trade, Ministry of Planning and Investment, Ministry of Finance, Ministry of Information and Communication and State Bank of Vietnam.
– Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the establishment of FIC in News Paper, obtaining seal and tax code registration
4. Our legal service
Generally, with regard to establishment of a foreign invested company in Vietnam, our scope of work shall be as follows:
SCOPE OF SERVICES
|Preparation of the application documents:
The Deliverables will include documents prepared in English and Vietnamese as required for submission to licensing bodies. You will review, approve and where necessary sign these documents.