SBLAW would like to provide our legal advice on establishment of foreign invested company which provides dental clinic services in Ho Chi Minh City, Vietnam as follows:
I. BRIEF SUMMARY OF BACKGROUND
It is our understanding that you intend to set up a foreign-owned company (NewCo) in Vietnam for carrying business activities in the field of Dental Clinic.
Under the Law on Investment and Vietnam’s WTO Commitments on services, it is possible for foreign investor to set up a wholly foreign-owned company providing dental clinic services.
Therefore, to set-up a wholly foreign-owned company providing dental clinic services in Vietnam, the foreign investor should have to execute as follows:
– Firstly, getting initial approval of the local government regarding the proposed location shall be used as business operation site or dental clinic office of the NewCo;
– Secondly, obtaining the Investment Certificate for setting-up the wholly foreign-owned company;
– Thirdly, obtaining the Operation License from Provincial Health Department or Ministry of Health (if any) or relevant departments regarding to the operation of such dental clinic services.
II. PRELIMINARILY COMMENT OF S&B LAW
1. SETTING UP WHOLLY FOREIGN-OWNED COMPANY OPERATING MAINLY IN DENTAL CLINIC SERVICES
Upon applying to register a wholly foreign-owned company in Vietnam (hereinafter referred to as “NewCo”), it must undergo the investment evaluation procedure as stipulated under Vietnam’s Investment Law.
The Provincial Department of Planning and Investment; Provincial People’s Committee, Ministry of Planning and Investment, Ministry of Health etc… shall involve such investment evaluation procedure.
In addition we also would like to present some key points regarding the licensing procedure, including:
– The Licensing Body shall require the foreign investor must be experienced in the field of dental clinic services. The person-in-charge and personnel who works for the dental clinic must have certified qualifications and/or degrees as required by applicable laws of Vietnam. In case such specific qualifications are issued by the foreign organizations, it is required to be recognised as valid certification to use in Vietnam;
– Although Vietnam Law on Investment does not imply a minimum amount of charter capital to setup a company operating in the field of dental clinic, based-on our practical experience that the Charter Capital of NewCo should be at least 300,000 USD and the foreign investor must prove the availability of such amount;
– The foreign Investor could use the audited annual financial statement and/or banking statement to prove the aforesaid financial capacity. Futhermore, it is noted that Charter Capital can be contributed in many installments without beyond thirty-six (36) months upon the receiving of Investment Certificate due to applicable provision for limited liability company;
– The Investor must provide the papers/documents proving the lawful ownership of the landlord as well as using right of the Investor regarding the NewCo’s proposed registered address.
2.OBTAINING THE DENTAL CLINIC OPERATION LICENSE
After setting up the wholly foreign-owned company, the Investor shall have to register for obtaining the Dental Clinic Operation License for official commencement. Under the Vietnam laws, the Dental Clinic has to satisfy the following basic conditions for obtaining the aforesaid license:
(i) Physical foundations:
a) Construction and designing:
– A specialized clinic must be in a fixed location and separated from daily- life activities of surrounding households;
– A specialized clinic must be built firmly and well lit, and have dustproof ceilings, walls and floors made of easy-to-clean materials;
b) A specialized clinic must have medical examination and treatment rooms which are at least 10 m2 large each and a place for patient reception, except rooms for medical examination consulting by phone and rooms for health care consulting via telematic media and medical equipment. Particularly, surgery or Dental Clinic must have also a patient stay room which is at least 12 m2 large;
c) In addition to the conditions specified at Point b, Clause 1 of this Article, depending on the scope of professional activities, a clinic must additionally satisfy the following conditions:
– Having an operation room which is at least 10 m2 large in case the clinic performs operation, including dental implant technique;
– For an orthodontic clinic having three or more dental chairs, the space for each dental chair must be at least 5 m2;
– Specialized clinics using radiation equipment (including also dental X-ray equipment mounted on dental chairs) must satisfy requirements on radiation safety;
d) Ensuring medical waste treatment according to law and aseptic operation, implant and family planning rooms;
e) Ensuring sufficient electricity and water supply and satisfy other conditions for patient care.
(ii) Medical equipment:
a) Having sufficient medical equipment and instruments suitable to the scope of registered professional activities;
b) Having anti-shock medicine boxes and sufficient specialized first-aid medicines;
c) Rooms for medical examination consulting by phone and rooms for health care consulting via telematic media and medical equipment are not required to have medical equipment and instruments specified at Points a and b, Clause 2 of this Article but must have sufficient telematic appliances and equipment suitable to registered consulting activities.
(iii) Personnel:
a) A person in charge of professional and technical activities of a specialized clinic must be a doctor having a practice certificate relevant to medical specialties registered by the clinic and having conducted medical examination and treatment for at least 54 months in such specialty.
b) Apart from the person in charge of professional and technical activities of a specialized clinic, other persons working in this clinic and wishing to conduct medical examination and treatment must have a practice certificate and may only conduct medical examination and treatment within the scope of their assigned jobs. The assignment of jobs must be suitable to the scope of professional activities stated in their practice certificates;
(iv) Scope of professional activities:
For dental clinics, the Clinic only is allowed conducts activities within the scope of professional activities as follows:
– Examination and treatment of common diseases and first-aid for maxillary and facial wounds;
– Minor operations to prevent scars of facial minor wounds of under 2 cm;
– Temporo-mandibular joint adjustment;
– Superficial laser treatment;
-Treatment of gum (alveolaris) diseases;
– Lancing of tooth abscesses, tartar removing and tooth extraction;
– Dental prosthesis;
– Dental orthopedics;
– Dental care and endodontological treatment;
– Simple implant of one or two teeth per time of manipulation (particularly for submandibular incisors, the maximum number per time of implant is four) provided doctors directly perform the implant technique have dental implant certificates granted by a medicine university or hospital at provincial or higher level. Dental clinics are not allowed to perform cuboid bone grafting for implant or perform implant for patients suffering progressive adult diseases which might affect implant quality;
– Dental minor operation;
– Other professional techniques as approved by provincial-level Health Department directors based on the actual capacity of practitioners and conditions of medical equipment and physical foundations of each clinic.
The applying for the Dental Clinic Operation License is an important step in the entire process of establishing the wholly foreign-owned company because the NewCo is allowed to operate only when obtaining this License. The conditions listed above are the minimum requirements under the applicable laws. Depending on the specific circumstances and the sole discretion of the licensing authority where the clinic is located, the Foreign investor may have to meet more conditions.
III. SERVICES TO BE PROVIDED AND TIMING
SBLAW is ready to provide package service to you for the purpose of establishing foreign invested company in Vietnam as follows:
1. SETTING UP THE WHOLLY FOREIGN-OWNED COMPANY
1.1. LICENSING PROCEDURE:
– Providing advices on all legal aspects relating to procedures of obtaining Investment Certificate for Client from competent authority;
– Preparing Application Dossiers (in both Vietnamese and English) for obtaining Investment Certificate for Client;
– Representing Client to submit the Application Dossiers and Working with provincial competence authority on behalf of Client to obtain the best support on reviewing and considering the application and providing explanation and/or supplementation of application dossiers per requests;
– Updating information of the approving process to Client;
– Receive the Investment Certificate from provincial competent authority and hand it over to Client.
1.2 POST-LICENSING PROCEDURE:
– Obtaining the seal of the NewCo;
– Obtaining the Tax Code; and
– Placing an announcement on the establishment of the NewCo in the newspaper.
2. OBTAINING THE DENTAL CLINIC OPERATION LICENSE
– Providing advices on all legal aspects relating to procedures of obtaining Operation License for Dental Clinic from competent authority;
– Preparing Application Dossier for obtaining the License;
– Representing Client to submit the Application Dossiers and Working with provincial competence authority on behalf of Client to obtain the best support on reviewing and considering the application and providing explanation and/or supplementation of application dossiers per requests;
– Updating information of the approving process to Client;
– Receive the Operation License from competent authority and hand it over to Client.
3.TIMING:
– The common period of obtaining the Investment Certificate for this type of company is in the region of sixty (60) working days upward from submission of valid application.
– The common period of obtaining the Dental Clinic Operation License depends on many different factors such as qualifications of foreign investor, facilities conditions, the process of verifying of the licensing authority but in our experience, this process usually lasts from six (06) months upward.
– The time schedule indicated in this Item is estimated based on initial information provided by client and actual status of licensing procedure at the time of preparing this Legal Service Proposal. The actual time schedule may be shorter or longer depending on the subjective will of the licensing authority, including but not limited to the following reasons: annual leaving of the specialist, the absence of agency leaders, the application is not valid due to Client’s faults … S&B Law shall not bear any liabilities for delay in these cases but shall exert all its strength to accelerate the process in order to protect right of the client.
