Establishment of 100% foreign invested company in Vietnam Service

Establishment of 100% foreign invested company in Vietnam Service


This is reference to your requirement, from which, we understand that currently you (hereinafter referred to as “Client”) is looking for a professional law firm to support setting up a 100% foreign invested company in Vietnam (hereinafter referred to as “FIC”) . Therefore, we are grateful to set our legal services proposal for your review and consideration as follows:

  1. General advise

According to Vietnam’s WTO Commitments on Services, Producing and Trading in sesame oil are not on the list of restricted sectors under WTO Commitments. Therefore, traders doing the above business lines are allowed to establish 100% foreign-invested enterprise.

Under Vietnamese Law on Investment, for setting up FIC in Vietnam operating Producing and Trading, you are required to propose an Investment Project initially to obtain Investment Registration Certificate. The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the granting of the Investment Certificate on the following basis:

(i) The legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulation 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. Please note that the distributed goods are exclusive of cigarettes and cigars, books, newspapers and magazines, video records on whatever medium, precious metals and stones, pharmaceutical products and drugs, explosives, processed oil and crude oil, rice, cane and beet sugar, which have not been committed to open market by Vietnamese Government.

(ii) Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.

(iii) Head of office of the FIC should be line with master plan of the Province. In this case, there is no strict requirement for head office address applied for the FIC’s expected business sectors. However, you should make sure that the lessor who sign the Office Lease Contract with you can provide sufficient evidence proving his/her legal ownership to the office.

In order to setting up FIC with the business lines as above-mentioned, you have to undergo the following steps as follows:

  • Step 1: Obtain Investment Registration Certificate;
  • Step 2: Obtain Enterprise Registration Certificate
  1. Scope of works:

2.1. Preparation of the application documents:

(i) Notifying application documents required in accordance with Vietnamese law;

(ii) Drafting application documents required for submission purpose in English language;

(iii) Liaising with you to discuss the draft application documents;

(iv) Amending the application documents based on your comments;

(v) Obtaining preliminary comments from the licensing authority on the draft application

(vi) Finalizing the application documents following comments from the licensing authority;

(vii) Translating the final version of the application documents into Vietnamese for execution.

2.2. Licensing procedures:

(i) Submitting the application dossier to the licensing authority on your behalf;

(ii) Monitoring and following up with the relevant authorities on the approval process;

(iii) Keeping you updated on the developments and additional requirements, if any; and

(iv) Assisting you in obtaining certificate and/or license.

2.3. Post-licensing procedures

(i) Obtaining Seal Sample

  1.  Performance time:

3.1. 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 from 7 working days. The prepared documents shall then be sent to you for review, signing and seal.

3.2. Setting up Company:

(i) Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. Within 20 working days from submission of application dossier to Licensing Agency, we shall obtain Investment Registration Certificate for Client.

(ii) Within 02 working days from receipt of Investment Registration Certificate, we shall submit the application dossier for business registration to the competent authority. Within 07 working days from submission of application dossier to Licensing Agency, we shall obtain Enterprise Registration Certificate for Client.

3.3. Post licensing :

Within 05 working days we shall complete the post licensing procedures such as Obtaining Seal Sample.

  1. Professional fees and payment

4.1. Professional fees:

The success fees for performing the SB Law services as mentioned in item 2 above will be 4,000 USD (In words: Four thousand US Dollars). Our cost is exclusive of 10% VAT, travel and accommodation expenses of our Lawyers in case being required to perform work in areas outside Hanoi and Ho Chi Minh and other costs incurred on behalf of the Client (if any).

4.2. Payment:

1st payment installment: Within 05 working days from the date of signing the legal service contract, Client will pay for SB Law an advance payment which equivalent to 50% of the total estimated services fee.

2nd payment installment: Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from obtainment of Enterprise Registration Certificate.

Client shall immediately notify SB Law of when actual payment(s) will be made on the amount specified in the invoice(s). SB Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, SB Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, SB Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SB Law.