License and operation office of the foreign contractor

Question: We are foreign company and would like to obtain the foreign contractor license and setting up a the operation office of the foreign contractor, please advise this.

Answer: SBLAW would like to present the legal opinion of (1) obtaining the foreign contractor license and setting up a the operation office of the foreign contractor of your company (hereinafter referred to as “the Client”).

1. BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS

According to the Decree No. 95/2015/ND-CP of the Government on construction project management, foreign contractor who shall implement the construction packages in Vietnam have to apply for obtaining the contractor license before implementation at the Ministry of Construction or at the Department of Construction of the province where construction package is located.

For the projects listed in A group, the licensing authority is the Ministry of Construction. Other projects listed in the group of B and C shall be issued the license by the Department of Construction of the province where the project is located.

Immediately be issuing the contractor license, the foreign contractor has responsibility for applying for establishment of the operation office of contractor.

In order to be issued the license, foreign contractor has to prepare following documents:

1. The legal documents of contractor such as: Notarized & Legalized copy of Business Registration Certificate/ Incorporation Certificate;
2. Notarized copy of the document on the bidding result or the decision on selection of contractor;
3. Notarized Copy of Professional Practice Certificate granted by the country of which the foreign contractor bears the nationality;
4. The report on experiences in construction activities related to the contracted job in Vietnam, made according to a set form will be transferred to Client by the Consultant;
5. The audited financial report for the latest 3 years;
6. The in-principle partnership contract with Vietnamese contractor (s);

Note: Application dossiers for contractor licenses must be made in Vietnamese. For cases of applying for contractor licenses for the first time, all foreign papers must be notarized at notary office of country where the foreign contractor bears nationality and be translated into Vietnamese. With regard to the incorporation certificate of foreign contractor, it must be notarized and legalized in mother country .

2. Scope of works

With regards to the above matters, our scope of work shall be as follows:

Task schedule

1. Within 05 (five) working days from the date of receiving all proper documents from Client, the Consultant will review all documents provided by the Client and deliver the Application Dossier to the Client for the Client’s reference and comments;
2. Within 01 (one) working days from the date of receiving the Application Dossier with signature and stamp from Client, the Consultant shall submit the Application Dossier to the Competent Authority;
3. Within 20 (twenty) working days from the date of submitting the Application Dossier, we will obtain the Contractor license;
4. Within 15 (fifteen) working days from the date of receiving the contractor license, we will obtain the results of post-licensing procedures.

Note:   The time for explanation, amendment and supplement to the Application Dossier at request of relevant authorities is exclusive.

3. PROFESSIONAL FEE

3.1.      Service fee

The service fee for performing the S&B Law services as mentioned in item 4 above will be VND 50,000,000 for each contractor license. This service fee exclude 10% VAT, official fee: 3,000,000 VND, translation fee, fee for making seal, other service fee Các chi phí khác nếu có phát sinh trên danh nghĩa của Khách hang, the accommodation and travelling fee of the consultant/ lawyer if the project is outside Hanoi or Ho Chi Minh City.

The service fee for implementing the post-licensing procedures as mentioned in item 2 above shall be VND 30,000,000, excluding of 10% VAT.

3.2.      Services fee shall be paid to S&B Law as follows:

For the service fee for obtaining the contractor license:

• First installment: Within 03 working days from the date of signing the legal service proposal or contract, the Client will pay for S&B Law an advance payment which equivalent to 40% of the total estimated services fee stated in Item 5.1.1 and its VAT;
• Second installment: Within 03 working days from the date of submission of Application Dossier, the Client will pay for S&B Law an advance payment which equivalent to 30% of the total estimated services fee stated in Item 5.1.1 and its VAT
• The Client will pay the remained fee stated in Item 5.1.1 and its VAT when S&B Law obtaining the Contractor license from the Licensing Authority.

For the service fee for implementing the post-licensing procedures:

• First installment: Within 03 working days from the date of signing the legal service proposal or contract, the Client will pay for SB Law an advance payment which equivalent to 50% of the total estimated services fee stated in Item 5.1.2 and its VAT;
• Second installment: Within 03 working days from the date when SBLaw delivers all remaining results including of the confirmation on operation office, tax code and seal to the Client, Client will pay for SB Law the remained fee stated in Item 5.1.2 and its VAT.