Question: We are FDI company and have headquater in Hochiminh City and wish to set up its Branch in Hanoi City to implement the project of distribution of goods that are distributed by our company, please advise the legal procedure?
Answer: We, SB Law Company Limited (hereinafter referred to as “SB Law”) having known that your Company Limited (hereinafter referred to as “the Client”) wishes to set up its Branch in Hanoi City to implement the project of distribution of goods. Therefore, we are grateful to set our legal services proposal for your review and consideration as follows:
1.INITIAL ADVICES
1.1. SETTING UP BRANCH IN HANOI CITY
The establishment of a Branch of Foreign Invested Company in the field of distribution (hereinafter referred to as “FIC”) in Vietnam shall be implemented as follows:
Step 1: Obtainment of an Investment Certificate for Branch of the FIC. The Branch can directly implement of the business line of distribution including wholesale and retail. However, in order to be issued the Investment Certificate, the investor needs to put more investment capital into Vietnam in order to secure the business operation of the Branch in Hanoi City. The additional investment capital shall be depended on the scale of the project in Hanoi as well as the business plan of the Branch whether it shall operate a business location for wholesale and retail or shall lease any warehouse when it is necessary.
Therefore, under our opinion, the Client should establish the wholesale outlet if the Client does the business of wholesale and setting up a retail sale outlet if the Client does the business of retail for avoidance of change of the Application Dossier after submission.
Step 2: the obtainment of Certificate of Branch Operation in Hanoi.
Step 3: Supplementing the information about the Branch into the Enterprise Registration Certificate of your company in Ho Chi Minh City.
1.2. The roadmap for the incorporation of the Branch
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 10 working days for all application dossiers. The prepared documents shall then be sent to you for review, signing and seal.
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.
Licensing process:
Within 2 months from submission of application dossier for obtainment of the Investment Certificate for Branch in Hanoi, we will obtain the Investment Certificate. In some case the process can be longer as it takes time to consult relevant competent authorities.
Within 10 working days from the submission of the application dossier for obtainment of the Certificate of Branch Operation for the Branch in Hanoi City, we will obtain the Certificate of Branch Operation for the Branch.
Post licensing: Within 15 working days commencing the date of receiving the Certificate of Branch Operation, we shall complete the post licensing procedures including the announcement of branch establishment and making the corporate seal of the Branch.
Recording the information of Branch into the Enterprise Registration Certificate: After the obtainment of the Investment Certificate and the Certificate of Branch Operation in Hanoi City, we shall assist the Client in amending the Enterprise Registration Certificate in Ho Chi Minh in order to record the information of the Branch. It shall take you about 10 working days from submission of application dossier to the competent authority
