SBLAW would like to provide you some information on setting up wholly foreign invested company (Hereinafter referred to as “FIC”) for Singapore investor in Vietnam as follows:
1.How to set up company in Vietnam?
The establishment of a FIC in Vietnam requires an Investment Certificate from the licensing authority.
Depending upon the location of the company, the licensing authority may be the Department of Planning and Investment (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 FIC 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 2014 is only 15 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.
With respect to several cases that involves with relocation of 10,000 people or more in highlands; 20,000 people or more in other areas or requirement for changes of land purposes or project in several special field such as Construction and operation of airports; air transport; Construction and operation of national seaports; Petroleum exploration, extraction, and refinery etc, it shall require for approval from the National Assembly, Prime Minister or Provincial People Committee before starting the licensing process.
In order to setup a FIC, it shall require investor to undergo two following steps:
Step 1: Obtainment of Investment Certificate. The Law requires that within 15 working days from submission of the application dossier the competent authority shall have to issue the Investment Certificate for Foreign Investor.
For granting the 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:
- 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.
- Financial ability of investor, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
Step 2: After obtainment of Investment Certificate, Client shall be required to obtain the Certificate of Business Registration.
The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Business Registration for forming the Foreign Invested Company.
2.Legal notes about required actions after establishment of the company
SBLAW would like to send our legal advices regarding to matters to be noted during operation of the Company in Vietnam. Particular as follows:
2.1.Necessary works to be implemented in the short term:
2.1.1. To settle the business-license tax:
The investor will pay the business – license tax based on the charter capital shown on Company’s Certificate of Business Registration.
2.1.2. Completion of establishment of the Company:
The Company shall go into officially operation within timeline from the date of issuance of Certificate of Business Registration. The investor needs to see the timeline in the Certificate of Investment Registration to know the deadline.
It does means that the Company is required to complete necessary works such as labor recruitment, setting up office and other necessary matters.
2.2.Sign Board of the Company
According to Decree No. 103/2009/ND-CP of the Government promulgating regulation on cultural activities and commercial provision of public cultural services, a signboard must be written in Vietnamese; abbreviated names and international transaction names, foreign names or words must be written below Vietnamese words in a smaller size. Accordingly Sign Board of your company should be designed as follows:
The signboard must be written and placed very close to the front gate of the head office or business place of the Company. The Company may have only one signboard at its gate of the head office. Only one horizontal signboard and no more than two vertical signboards may be placed.
2.3.Business line
Under the law of Vietnam, the Company is required to strictly comply with its registered business lines.
In case the Company would like to supplement new business lines, it is required to amend the Certificate of Investment Registration and Certificate of Business Registration of the Company to include new one.
2.4. The charter capital
According to the Ordinance No. 28/2005/PL-UBTVQH11 dated 13 December 2005 of the Standing Committee of National Assembly on Foreign Exchange, Singapore investor must open a foreign currency direct investment account at authorized bank in Vietnam to carry out the capital contribution. This Foreign Currency Direct Investment Account shall be used only for following purposes:
Collecting money contributed to charter capital and medium- and long-term foreign loans of the Company.
Collecting foreign currencies from foreign currency deposit accounts of the Company;
Spending on transfer of foreign currencies into foreign currency accounts of the Company;
Spending on payment of principals, interests and charges of medium- and long-term foreign loans out of Vietnam;
Spending on transfer of capital, profits and other lawful incomes of the Company out of Vietnam.
Other collection and spending transactions related to foreign direct investment activities.
2.5.Legal Representative of the Company
According to the Item No.3 of the Article No. 13 of Vietnam Enterprise Law, in case that the Company has one Legal Representative, then such Legal Representative of the Company must have residence in Vietnam and he must authorize in writing another person to be the authorized representative of the company on the principles stipulated in the charter of the company in the case of his or her absence from Vietnam.
After establishment of the company in Vietnam, foreign director of company shall be required to obtain Temporary Residence Permit or to register his temporary residence in Vietnam.
In case he is absent from Vietnam, he must authorize other person to act as the legal representative of the company.
2.6.Other liabilities of company to be complied during operation:
2.6.1 Taxation:
Under the Vietnam Law, following taxes may affect to the Company and foreigner working for the Company in Vietnam:
– Corporate Income Tax which is levied on the taxable income of the Company.
Taxable income of the Company to be calculated Corporate Income Tax shall be revenues generated in its course of production less reasonable expenses in the relevant fiscal year.
– Value Added Tax (VAT) applies to the supply of goods and services for use in production, business or consumption in Vietnam. VAT is calculated on the sale/purchase price of relevant goods or service before the addition of VAT.
– Import and Export Duties
– Personal Income Tax (PIT):
PIT shall be applied to resident foreigner who stay in Vietnam for 183 days or more within a consecutive 12 month period at progressive rates on worldwide-sourced regular income (regardless of where the income is paid) and Vietnam-sourced irregular income.
PIT shall be applied to non-resident foreigner who stays in Vietnam for less than 183 days in a consecutive 12 month period on regular and irregular income sourced in Vietnam during their residence in Vietnam.
PIT shall be applied to Vietnamese citizens working in Vietnam or outside Vietnam on worldwide-sourced regular income and irregular income.
2.6.2. Submission of Financial Statement:
The company should submit audited annual financial statement to Provincial Tax Agency and Department of Planning and Investment.
2.6.3. Submission of Project Implementation schedule report:
The Company should submit a report on Project Implementation schedule per 3 months to Tax Agency and Department of Planning and Investment.
3.Employment
Foreigner working at the Company for 3 months or more must obtain a work permit or certificate of work permit exemption.
