How to set up a company in Vietnam?

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1.The establishment of a foreign invested company (FIC) in Vietnam requires an Investment Certificate from the licensing authority.

Depending upon the location of the company, the licensing authority may be the Provincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).

We would like to clarify that the procedure for establishment of a FIC 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 offices to evaluate the investment project.

Under Vietnam Law on Investment, for incorporating a foreign invested company  (you are required to propose an Investment Project initially to obtain Investment certificate. The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:

a. the 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 FIC shall register its head-office.

b. Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.

c. Head office of the FIC should be in line with master plan of the City.

2. The roadmap for the incorporation of the FIC for trading activities can be described in following steps as follows:

Preparing the application dossier: We shall collect necessary information and documents from you.

A list of required documents is detailed described in the Annex A of this Proposal.

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 07 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 45 days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate.

In some case the process can be longer as it takes time to consult relevant Ministries such as Ministry of Industry and Trade, Ministry of Planning and Investment, and the Ministry of Finance.

Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the FIC in News Paper, obtaining seal and tax code registration.

 3. Checklist to set up a company in Vietnam

No.

Description

Who to

provide

Remark

1

Certificate of Incorporation of Foreign

Company

Client

02 certified and legalized copies.

SBLaw shall translate from English

into Vietnamese

2

Corporate Charter/Corporate

Institution/Articles and Memorandum of

Association of Foreign Company

Client

02 certified and legalized copies.

SBLaw shall translate from English into Vietnamese

3

Audited Financial Statement of the Foreign

Company for the last year

Client

02 certified and legalized copies.

SBLaw shall translate from English into Vietnamese

4

Bank Account Statement proving that Foreign

Company is enable to make capital

contribution

Client

02 certified and legalized copies.

SBLaw shall translate from English

into Vietnamese

5

Passport or ID Card of Person appointed as

Legal Representative of FIC

Client

02 certified and legalized copies.

SBLaw shall translate from English into Vietnamese

6

Office Lease Agreement for FIC in Vietnam

Client

02 certified copies.

7

Documents proving Rights of Land Lord

against the leased Office, including

(i)Certificate of Business Registration or

Investment Certificate;

(ii) Certificate of Ownership of the Leased Office;

(iii) Construction License;

(iv) As Built Minutes on Completed Construction of the Building

and (v) Certificate of Land Use Right

Client

02 certified copies

8

Application for establishment of FIC

SBLaw

SBLaw to prepare and Client to sign and seal

9

Corporate Charter of FIC

SBLaw

SBLaw to prepare and Client to sign and seal

10

Explanation letter on satisfaction of

Investment Requirement and Financial Ability

SBLaw

SBLaw to prepare and Client to sign and seal

11

Board Resolution

SBLaw

SBLaw to prepare and Client to sign and seal

12

Power of Attorney

SBLaw

SBLaw to prepare and Client to sign and seal