SBLAW would like to give advice on possibilities of setting up a foreign invested company for doing business of technical testing and analysis in Vietnam as follows:
I. Initial advices
In our experience, Nondestructive Testing Services is classified to CPC (Central Product Classification) 8676. Under the Vietnam’s WTO Commitment, foreign business entities engaging in this field shall only be permitted to supply Testing Services when they satisfy the following specific conditions:
They may only be provided in the form of a joint venture after three years or in other forms after five years, as from the date on which Vietnamese private enterprise is permitted to conduct business in this service. The foresaid date shall be determined by competent authority.
The provision of services of technical testing and analysis shall not be allowed in several geographical locations as determined by the competent body for reasons of national defense and security.
Having carefully consulted Vietnam Competent Authority, we noted that several Foreign Investors were granted License for setting up wholly foreign invested company to conduct business activities in this field. Thus, possibility for Client to obtain Investment Certificate in this case shall be positive. However, in order to obtain the Investment Certificate cum Business Registration Certificate in Vietnam, foreign investors must satisfy conditions as follows:
1. Foreign investor is prestigious & effective trader of such service shown through incorporation certificate, audited financial statements of two last years, catalog, brochure, certificate (if any);
2. Expected head office of the Company in Vietnam must be located in commercial building/office building;
3. The minimum registered capital of the Company is 800,000 US Dollars;
4. The technical equipment and machineries that shall be used for the project in Vietnam should be high quality in the world;
We also note that, the procedures for setting up the technical testing and analysis company is appraisal procedure for issuance of Investment Certificate not registration procedure (appraisal procedure will be applied for the foreign investors want to set up company in some fields as technical testing and analysis business).
The duration of time for obtaining the Investment Certificate is at least 45 working days since the official & adequate submission to licensing authority. However, in practice, this time may be prolonged because the licensing authority must get approval from other competent authorities such as the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of Investment, the Ministry of Construction before issuing the Investment Certificate.
II. Procedures
Preparing the application dossier:
We shall collect necessary information and documents from Client. 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.
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 60 working days from submission of application dossiers to Licensing Authority, we will obtain the Investment Certificate.
Post licensing: Within 13 working days from completion of respective Licensing Process we shall complete the post licensing procedures including publishing the information of the Company in News Paper, obtaining seal and tax code registration.
Note: For avoidance of any doubt, in practice, the administrative procedure can be longer due to that the competent authority must consult relevant ministries before granting License. In such case, S&B Law shall try its best to accelerate the progress in order to obtain the approval at the soonest.
Preparation of the application documents:
Notifying application documents required in accordance with Vietnamese law;
Drafting application documents required for submission purpose;
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
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.
Post-licensing procedures:
Our services include:
Obtaining the seal of the Company;
Obtaining the tax code of the Company; and
Placing an announcement on the establishment of the Company.
