Investor: I write from a Spanish based plastic company. We are manufacturers and importers of several plastic products. One of our main supplying countries is Vietnam, our volume is increasing and we think is the right moment to establish a permanent representation in Hochiminh City.
I write you because I would like to know if your firm could give us advice and help us in all the process. If yes, please send me information about costs, timetable and steps to do.
Attorney: SBLAW understands that you intend to setup a representative office in Hochiminh City, Vietnam. We therefore would like to send herewith our legal service proposal for your kind reference.
1.OPENING A REPRESENTATIVE OFFICE IN VIETNAM
Under the Vietnam’s Decree No. 72/2006/ND-CP of the Governmentstipulating details of the Commercial Law on Representative Office(hereinafter referred to as “R.O”) and branch of foreign traders in Vietnam,foreign trader can establish its representative office in Vietnam to:
– Exercise the function of a liaison office;
– Facilitate the formulation of co-operative projects of the foreign business entity in Vietnam;
– Research market to promote opportunities for purchase and sale of goods and for provision and sale ofcommercial services of the foreign business entity that it represents;
– Monitor and activate performance of contracts of the foreign business entity that its represents which have been signed with Vietnamese parties or which relate to Vietnamese markets;
– Conduct other activities permitted by the law of Vietnam.
It is noted that under Vietnam Law, a representative office is not permitted to offer service(s) for profit-making purposes on its behalf in Vietnam.
2. SPECIFIC CONDITIONS FOR OPENING
Under Vietnam Law on Trade, in order to setup a representative office in Vietnam, a foreign business should satisfy following conditions:
– Being legally recognized by the law of the country where such business entity was established or has business registration;
– Must be an merchant had been set up in its country since one year ago or longer. And, the remaining operation duration must be at least one year.
It should be noted that a license of a representative office shall have a duration of five years, but in the case whereforeign law stipulates the duration of the business registration certificate of the foreign business entity, the durationmay not exceed the residual term of such business registration certificate. In addition, under applicable regulation in Ho Chi Minh City, if a Shared-Office shall be used as location of the representative office, then the duration of license may not exceed one (01) year upon the discretion of Licensing Authority. However, the License can be renewed.
Furthermore, Representative office itself and the Chief of representative office have interests and obligations in accordance with the Commercial Law and the following regulations:
Representative office for one foreign business cannot represent another one and lease out its office;
Chief of representative office of foreign business cannot concurrently do the following positions:
Chief of branche(s) for foreign business in Vietnam;
Legal representative for foreign business to sign contracts without authorization in writing form from foreignbusiness.
Legal representative of business established under the law of Vietnam.If foreign business authorizes the Chief ofrepresentative office to sign and modify contracts, the authorization must be in writing form. Each authorization is for one time of signing or modifying only.
3. LEGAL SERVICE BY SBLAW
Following works are proposed based on the request of Client. However, depending on the specific 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.
SCOPE OF WORK
Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose in English language;
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 draft application 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.O
Post-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
Roadmap for carrying out above scope of work can be described in details as follows:
a. 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 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.
4. 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.
5. PROFESSIONAL FEE
5.1. The Price for performing the SB Law services as mentioned in item 3 above will be as follows:
– For obtaining License for Establishment of R.O: 1,200USD (One thousand two hundred 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);
