SBLaw would like to provide legal advices regarding to obtainment of Investment Certificate to establish a foreign wholly invested company in Vietnam as follows:
1.PRELIMINARILY COMMENT OF SBLAW
We understand that you intend to setup a Wholly Foreign Invested Company (hereinafter referred to as “New Co”) in Vietnam. Upon establishment, the New Co shall import and distribute functional foods products in Vietnam.
Under Vietnam Law, in order to setup a Wholly Foreign Invested Company, Foreign Investor must apply for an Investment Certificate (hereinafter referred to as “IC”). IC shall be deemed as the Certificate of Incorporation of Foreign Invested Company in Vietnam.
For obtaining an IC, you must prepare an investment project which comprise of a collection of proposals for the expenditure of medium and long term capital in order to carry out the investment activity in Vietnam and for a specified duration.
Accordingly, the relevant competent authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on (i) 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 New Co shall register its head-office and (ii) Financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
According to Vietnam’s WTO Commitment, the distribution right (retail and wholesale) as classified to the CPC 622, 631, 632 and Trade Agency as classified to the CPC 621 shall be granted to wholly foreign invested company in Vietnam from the year of 2009.
Also, according to Decision No. 10/2007/QD-BTM dated 21 May 2007 of the Trade Minister publicizing roadmaps for goods trading and directly related activities, functional food products are not listed as goods inhibited or prohibited from trading or importation and exportation in Vietnam. Thus, it is possible for the New Co to trade these products in Vietnam.
We also further note that the procedure for establishment of the New Co 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 45 days, the actual process may take a longer time due to that the competent authority must consult other relevant ministries inclusive of Ministry of Industry and Trade, Ministry of Planning and Investment and Ministry of Finance to evaluate the Investment Project.
For your ease of reference, a roadmap for the incorporation of the New Co can be summarized 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 working days.
-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 02-03 months from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate.
-Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the establishment of the New Co in News Paper, obtaining seal and tax code registration.
2.Scope of works
Generally, with regard to establishment of a foreign invested company in Vietnam, our scope of work shall be as follows:
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SCOPE OF SERVICES |
Preparation of the application documents:
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Licensing procedures:
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Post-licensing procedures:
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3. KEY ASSUMPTIONS
SBLaw’s estimates to accomplish the Scope Of Services are based on the following pre-requisites, key assumptions. Any deviations from these pre-requisites and/or assumptions, or pre-requisites and/or assumptions found to be invalid could have an effect on the service period and estimated charges.
– Business operation result as recorded in Finance Statements of the Owner Company for recent years must be positive;
– The Owner Company must be experienced with trading functional foods;
– You are responsible for quality, content, accuracy, or completeness of the information provided to SBLaw;
– You shall not directly contact with the relevant competent authorities in any form except those were approved by SBLaw;
– Proposed Head Office of the New Co in Vietnam must be complied with Master Plan of Economic Development of the City;
– The New Co does not intend to setup Multiple Sale Marketing network in Vietnam to distribute the functional foods products.
