SBLAW would like to introduce the legal procedure for set up representative office in Ho Chi Minh City of Japan company as follows:
1. BRIEF INTRODUCTION TO SBLAW
SBLAW has been recognized as one of the leading and highly recommended business law firms in Vietnam. SBLAW advised clients in a wide variety including foreign and domestic investment consultancy, business law, intellectual property, banking and finance, corporate, commercial, property and real estate, tax, agreement and contract, arbitration and litigation, M&A, leasing, construction, employment, insurance, enterprise development and management.
SBLAW is a perfect choice for large and medium-sized businesses, local and international corporations and organizations. SBLAW is a full-serviced law firm, dedicating to many clients who have been working with us for many years, among IBM, AIA, TOTAL, ExonMobil, ESCO, HTC, CSC, LG, DBS bank, ICBC, ING Bank, Hong Leong Bank, Bridge Mind Consulting Pte., Ltd; Luxasia; DSM Singapore Industrial Pte., Ltd, Nippon Steel, Innovar Vietnam, SmartEbook.com, UBM, Netrove Venture, Argentina Embassy in Vietnam, MSH (non-government organization), ADRA, Military Bank, VICEM, VINACONEX, VNPT, VTC Online, VSTV, Vinacomin, Trung Nguyen Group, Kinh Do Group Corporation, HIPT, Viettel Real Estate, VietsovPetro, member companies of PVN such as PVFC, PVFC Invest, PVFC Land, PVFI, …
Our Awards
The professional performance and services provided by SBLAW has been highly appreciated by both local and international clients.
▶ SBLAW is proud to be awarded by ASIALAW Profiles – the world a reputable organization on ranking the leading domestic law firms in Asia Pacific. The ranking are based on the recommendations of in-house counsel at the world’s most prominent companies and financial institutions, as well as the leading lawyers, attorneys and solicitors in each legal market.
▶ In 2012, SBLAW received honor award by The Legal 500, the most comprehensive worldwide coverage currently available on legal services providers in over 100 countries. S&BLAW emerged winner among many other leading law firms in the country for our excellent quality of legal service.
▶ In 2012, SBLAW continued to be ranked for the professional achievement and experience in finance and banking by IFRL1000 (the Guide to the World’s Leading Financial Law Firms).
▶ In November 2012, S& BLAW had one more feather to its cap, for being selected as one of the five law firms awarded by the People’s Committee of Hanoi for the achievement in consultancy to protect the rights and benefits of State and citizens.
▶ In 2013, SBLAW continued to be ranked for professional achievement and experienced in finance, banking and Intellectual Property by The Legal 500.
▶ In 2013, Mr. Nguyen Thanh Ha – Managing Partner and Mr. Pham Duy Khuong – Executive Partner of SBLaw are ranked as Leading Lawyers in Vietnam by ASIA LAW.
Experience in the field
▶ Acting for Stalheim Industries Sdn Bhd to establish a joint venture company in Vietnam called as Inovar (Vietnam) Co., Ltd. Inovar (Vietnam) Co., Ltd is licensed to implement importation, exportation and distribution right of wood floor and related products. The services is inclusive of preparing Joint Venture Contract, preparation of necessary documents for licensing process, liaising with competent authorities for obtaining Investment Certificate etc.;
▶ Acting for IBM Vietnam to consult authority agencies regarding to implementation of its investment projects and to realize its important business strategies in Vietnam;
▶ Acting for Metiseko International Co., Ltd – a Hong Kong Company to setup a factory manufacturing textile and clothing in the centre of Vietnam;
▶ Acting for Esco Global – A Singaporean Company to setup 100% Foreign Invested Company for trading activities in Vietnam;
▶ Acting for SmartEbook.com Co., Ltd to setup 100% Foreign Invested Company operating in the field of Digital Content Services;
▶ Acting for Bridge Minds Consulting Pte., Ltd to setup 100% Foreign Invested Company operating in the field of Software Production and Services;
▶ Acting for Ascott Management Company Limited, Hanoi Somerset Tower, Hoa Binh Somerset Tower, Thuy Duong Somerset Tower as External Legal Counselor.
2.PROCEDURES FOR OPENING REPRESENTATIVE OFFICE
2.1 OPENING A REPRESENTATIVE OFFICE IN VIETNAM
Under the Vietnam’s Decree No. 72/2006/ND-CP of the Government stipulating details of the Commercial Law on Representative Office (hereinafter referred to as “R.O”) and branch of foreign traders in Vietnam, foreign trader can establish its representative office in Vietnam to:
– Exercise the function of a liaison office;
– Facilitate the formulation of co-operative projects of the foreign business entity in Vietnam;
– Research market to promote opportunities for purchase and sale of goods and for provision and sale of commercial services of the foreign business entity that it represents;
– Monitor and activate performance of contracts of the foreign business entity that its represents which have been signed with Vietnamese parties or which relate to Vietnamese markets;
– Conduct other activities permitted by the law of Vietnam.
It is noted that under Vietnam Law, a representative office is not permitted to offer service(s) for profit-making purposes on its behalf in Vietnam.
2.2 SPECIFIC CONDITIONS FOR OPENING
Under Vietnam Law on Trade, in order to setup a representative office in Vietnam, a foreign business should satisfy following conditions:
– Being legally recognized by the law of the country where such business entity was established or has business registration;
– Must be an merchant had been set up in its country since one (01) year ago or longer. And, the remaining operation duration must be at least one year.
It should be noted that a license of a representative office shall have a duration of five years, but in the case where foreign law stipulates the duration of the business registration certificate of the foreign business entity, the duration may not exceed the residual term of such business registration certificate. In addition, under applicable regulation in Ho Chi Minh City, if a Shared-Office shall be used as location of the representative office, then the duration of license may not exceed one (01) year upon the discretion of Licensing Authority. However, the License can be renewed.
Furthermore, Representative office itself and the Chief of representative office have interests and obligations in accordance with the Commercial Law and the following regulations:
- Representative office for one foreign business cannot represent another one and lease out its office;
- Chief of representative office of foreign business cannot concurrently do the following positions:
– Chief of branche(s) for foreign business in Vietnam;
– Legal representative for foreign business to sign contracts without authorization in writing form from foreign business.
– Legal representative of business established under the law of Vietnam.
- If foreign business authorizes the Chief of representative office to sign and modify contracts, the authorization must be in writing form. Each authorization is for one time of signing or modifying only.
3. Scope of works
Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.
| SCOPE OF SERVICES |
Preparation of the application documents:
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Licensing procedures:
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Roadmap for carrying out above scope of work can be described in details 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 from 03 working days. 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 Notice of plan on closing R.O to the Department of Industry and Trade;
- Licensing Process: Within 15~20 working days from submission of application dossier to Licensing Agency, we shall obtain License for establishment of R.O for Client.
- Post Licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the establishment of R.O, obtaining the Seal and Certificate of Seal Sample Registration, Tax Identification Number Registration for R.O and Report for commencing operation of R.O.
Note: The declaration of initial tax matter and personal income tax of entire employees who are working for R.O relating to Item (d) mentioned-above shall be performed by the Client yourself and it has to be finished within ten (10) working days upon the date of receiving the License. If the Client needs assistance, SBLaw will conduct a review and inform additional service fee in an appendix or a separately contract.
In addition, the opening of bank account(s) (Vietnam Dong or foreign currency) of R.O in any licensed commercial bank in Vietnam, is required to complete post- licensing procedure.
4.DELIVARABLES
The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.
