We understand that, your company (hereinafter referred to as “the Client”) wishes to set up a Logistic Company in Cambodia (hereinafter referred to as “Cambodian Company”). We, therefore, are grateful to set our legal services proposal on setting up Cambodian Company for your review and consideration as follows:
1. BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS
According to the Decree No 78/2006/ND-CP providing for offshore direct investment, when any Vietnamese entity or individual wants to implement the offshore direct investment, they must apply for issuance of the License for offshore Investment at the Ministry of Planning and Investment. Following or in parallel with such above procedures, such above Vietnamese investors shall implement the procedures for setting up Cambodian Company at Cambodia.
For the procedures for obtaining the License for offshore investment at the Ministry of Planning and Investment, the specific procedure may be
(i) the License shall be issued under the procedure of investment registration if the expected registered investment capital is under 15 billion Vietnamese Dongs; or
(ii) the License shall be issued under the procedure of investment appraisal if the expected registered investment capital is 15 billion towards.
For the procedure for obtaining the Incorporation Certificate in Cambodia, Client has to prepare the required documents as guided by SB Law in the process of setting up.
2. IMPLEMENTATION ORDER OF PROCEDURES
The implementation roadmap of setting up Cambodian Company shall be:
2.1. The procedures at the Ministry of Planning and Investment of Vietnam
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 thisphase shall be completed within 10 working days if your company wants to set up newcompany.
b. Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority.
c. Contacting, explaining, supplementing to the Application Dossier, on behalf of the Client, to the Licensing Authority.
d. Obtaining the License for offshore investment at the Licensing Authority. In case the of investment registration, within 30 working days from submission of application dossiers to Licensing Authority, we will obtain the Investment Certificate. In case of investment appraisal, within 50 working days from submission of application dossiers to Licensing Authority, we will obtain the Investment Certificate.
2.2. The procedures for obtaining the Incorporation Certificate in Cambodia
a. Preparing the application dossier for the Incorporation Certificate in logistic in accordance with the law of Cambodia as well as competent authorities of Cambodia. Within 15 working days from the date that we receive all required information and documents, we will send the first draft of the Application Dossier in Vietnamese and Khmer;
b. Within 02 working days from receipt of duly signed and sealed application dossier, we shall courier the application dossier to Cambodia;
c. Within 02 working days from receipt of application dossier in Cambodia, we shall submit the application dossier to the competent authority;
d. Contacting, explaining, supplementing to the Application Dossier, on behalf of the Client, to the Licensing Authority.
e. Obtaining the License for offshore investment at the Incorporation Certificate at the Licensing Authority of Cambodia. Within 45 working days from submission of application dossiers to Licensing Authority, we will obtain the Incorporation Certificate and Confirmation Letter of the Ministry of Commerce of Cambodia. Within 20 working days from receiving the Incorporation Certificate, we will submit the application dossiers to the General Department of Taxation and obtain the Tax Registration Certificate.
Note: the duration of time above is exclusive of time for amendment and supplementation to the Application Dossier requied by the competent authorities.
3. SCOPE OF WORKS
With regards to the above matters, our scope of work shall be as follows:
Preparation of the application documents:
Notifying documents required in accordance with Vietnamese law and Cambodian Law in the process of applying for the issuance of the License for Offshore Investment and the Incorporation Certificate in Cambodia;
Drafting application documents required for submission purpose including but not limited to the Application, Power of Attorney, Resolution of Board of Directors in Vietnamese and English for the Application Dossier stated in the Article 4.1 and in Vietnamese and Khmer for the Application Dossier stated in Article 4.2. Our task in this item shall exclude the preparation of the required documents of third parties or of the Client such as the Investment Certificate/Business Registration Certificate, Office Leasing Contract, the documents proving the status of Investor or preparation of translation versions from Vietnamese or English to Khmer or of legalization;
Liaising with the Client 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;
Licensing procedures:
Submitting the application dossier to the licensing authority on Client’s 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 the License.
3. DELIVERABLES
The deliverables shall include documents made by English or Khmer and Vietnamese to submit to the Licensing Authorities.
