Question: We hereby have a client who is a Hongkong company which running business as scientific instrument production for many years, now they intends to develop that business to Vietnam by register a local company, the proposed shareholder (s) & director (s) are all Hongkong residents, the initial scope of activities of this new company will be market promotion & business liaison, so we wonder if you can kindly confirm us about the legal requirement of formation of normal Vietnam company type, and along with your services fee & estimated work-time of it, we shall be highly appreciated.
Besides, please kindly note us if there is any pre-approval must be applied for that business scope, and if there is, please also along with its application procedure and your fees/work-time.
p.s. the client also wants to know if there is such legal existence as “representative office”, which holds no independent legal status and could process with the simple promoting and liaison activities? If there is, please also kindly inform us as same as above, and please note us at first if there is any information is chargeable to you, many thanks.
Hope my instruction is clear enough for you to consider, look forward to your professional information, many thanks.
Answer: AHongkong Company (hereinafter referred to as “Client”) is now seeking legal advices for establishment of a Local Company or Representative Office in Vietnam (hereinafter referred to as “R.O”) for market promotion and business liaison.
Under Vietnam Law, market promotion and business liaison is main activities of the Representative Office. Thus, in this case, formation of Representative Office shall be the best solution for Client.
1. SCOPE OF WORKS
Following works are proposed based on the request of Client. However, depending on thespecific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.
Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose in Englishlanguage;
Liaising with you to discuss the draft application documents;
Amending the application documents based on your comments;
Obtaining preliminary comments from the licensing authority on the draftapplication documents;
Finalizing the application documents following comments from the licensing authority; and
Translating the final version of the application documents into Vietnamese for execution. Licensing procedures:
Submitting the application dossier to the licensing authority on your behalf;
Monitoring and following up with the relevant authorities on the approval process;
Keeping you updated on the developments and additional requirements, if any; and
Assisting you in obtaining License for establishment of R.OPost-licensing procedures:
Placing an announcement on establishment of R.O on the newspaper;
Obtaining Tax Code Registration for R.O;
Obtaining Seal Sample and Certificate of Seal Sample Registration
Declaration on commencing operation of R.ORoadmap for carrying out above scope of work can be described in details as follows:
a. Preparing the application dossier: We shall collect necessary information anddocuments 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 5 working days. The prepared documents shall then be sent to you for review, signing and seal.
b. 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.
c. Licensing Process: Within 15 working days from submission of application dossier to Licensing Agency, we shall obtain License for establishment of R.O for Client.
d. Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the establishment of R.O, obtaining Seal Sample, Certificate of Seal Sample Registration, Tax Code Registration for R.O and Report for commencing operation of R.O.
2. DELIVARABLES
The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents. .
3. PROFESSIONAL FEE
3.1. The Price for performing the SBLaw services as mentioned in item 3 above will be asfollows:
– For obtaining License for Establishment of R.O: 1,500USD (One thousand fivehundred US Dollar only);
– For declaration of commencing operation of R.O: 150USD (One hundred and fifty US Dollar only);
– For placing announcement of establishment of R.O, obtaining Tax Code Certificate, Seal Sample of R.O: 150 USD (One hundred and fifty US Dollar);
3.2. Services fee shall be paid to SBLaw as follows:
– Within 03 working days from the date of signing the legal service contract, Client will pay for SBLaw an advance payment which equivalent to 60% of the total estimated services fee.
– Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from obtainment first drafted of required documents from SBLaw.
– Client shall immediately notify SBLaw 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, SBLaw 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, SBLaw 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 SBLaw.
