We would like to provide legal advice on possibilities of setting up a foreign invested company providing product quality examination services in Hai Phong, Vietnam as follow.
Therefore, we are grateful to set our legal services proposal for your review and consideration as follows:
1.BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS
It is our understanding that a Japanese Investor – (hereinafter referred to as “Investor”) intends to set up a wholly foreign invested company in Hai Phong for providing product quality examination services. Accordingly, upon setting up the Foreign Invested Company, Investor shall examine shoes or leather products to be imported into Korean Market to confirm whether such products are qualified to standard of Japan or not. No Certificate of examination shall be granted to Customers. Proposed charter capital of the Foreign Invested Company shall be 100,000USD.
Having carefully discussed with Competent Authority in Hai Phong, it is confirmed that Investor cannot setup company for providing product examination service. However, in this case, as Investor do not intend to grant Certificate of examination, Investor could consider providing quality analysis services which are allow you to check and analyze product quality for customers. We also note that this service does not allow Investor to grant the Certificate of Examination.
2.Setting up Wholly Foreign Invested Company
The establishment of the new company 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 foreign invested company 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 20 – 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, Investor is 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:
– 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.
– Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
– Head office of the FIC should be in line with master plan of the City.
3.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. 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 05-07 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 workings 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, Ministry of Finance.
– Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the New Company in News Paper, obtaining seal and tax code registration.
4.Scope of works
| SCOPE OF SERVICES |
Preparation of the application documents:
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Licensing procedures:
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Post-licensing procedures:Upon the issuance of the investment certificate, the Foreign Invested Company shall be required to carry out immediate administrative procedures.Our services include:
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5. DELIVARABLES
The Deliverables will include documents prepared in Vietnamese as required for submission to licensing bodies. You will review, approve and where necessary sign these documents.
SBLaw may provide English translations of these documents (or extracts thereof), but the translated documents should be used for reference other the purposes of discharging your responsibility for the positions taken and the underlying company information.
