Question: What would be the possible costs and estimated terms to set-up a representative office, a branch and a limited liability company in Vietnam?
Answer:
We understand that Client is now seeking legal advices for establishment of (i) Representative Office or (ii) Branch Office or (iii) Limited Liability Company in Vietnam. Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.
1. OUR COMMENTS
Under Vietnam Law, a foreign company/investor can initiate its business activities in Vietnam Market with either of setting up (i) a representative office (hereinafter referred to as “R.O”) or (ii) Branch Office or (iii) Foreign Invested Company under the form of Limited Liablity Company or Joint Stock Company (hereinafter referred to as “FIC”).
- R. O can be considered as a kind of cost centre functioning as liaison office, undertaking market research, promoting trade and investment opportunity for whom the R.O represents, but not including service sectors in which the establishment of a RO is regulated by specific legal regulations. Disadvantage of R.O is that it is not allowed to engage with any activities for profit making purpose. Then, it shall not support for you if you wish to have it providing of consultancy services to the development of infrastructures in all areas of transport: planning, airports, air navigation, railways, roads, urban transport and ports sectors in Vietnam. On the other words, with R.O, Client in Spain shall be required to directly engage with activities of provision of such consultancy services. If you insist with this option, it shall take you about 12 working days from submission of application dossier to the competent authority to setup R.O in Vietnam.
- A Branch Office is designed as a full functioned business unit in Vietnam. Then, a Branch Office is entitled to providing of consultancy services to customers in
Vietnam. However, in this case, possibility for setting up a Branch Office in Vietnam is not very high due to that Vietnam Government does not commit to open market to Foreign Company for opening Branch Office in this sector. Generally, upon submission of application dossier for setting up Branch Office in this sector, Client shall be advised to setup FIC.
- Similar to Branch Offfice, FIC is a a full functioned business unit perrmited to provide of consultancy services to customers in Vietnam. Then, in case Client consider having a Bussiness Unit in Vietnam for provision consultancy services to the development of infrastructures in all areas of transport: planning, airports, air navigation, railways, roads, urban transport and ports sectors, we highly recommend you to adopt this option. For setting up FIC in Vietnam, Client shall have to undergo following steps:
Step 1: Obtaining Investment Registration Certificate: This step can be completed within 20 working days from submission of required application to the competent authority (for a smooth forward case).
Step 2: After obtainment of Investment Registration Certificate, Client shall be required to obtain the Certificate of Business Registration. The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Enterprise Registration for forming the FIC.
2. 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:
· Notifying application documents required in accordance with Vietnamese law; · Drafting application documents required for submission purpose in English language; · Liaising with you 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; and · Translating the final version of the application documents into Vietnamese for execution. Licensing procedures: · Submitting the application dossier to the licensing authority on your 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 (i) License for Establishment of R.O or (ii) Investment Registration Certificate and Certificate of Enterprise Registration. Post-licensing procedures: · Placing an announcement on establishment of FIC on national data base of enterprise registration (for the option of setting up FIC); · Placing an announcement on establishment of R.O and obtaining Tax Code Registration for R.O (for the option of setting up R.O). · Registering Seal Sample. |
3. PROFESSIONAL FEE
The Price for performing the SB Law services as mentioned in item 2 above will be as follows:
Option 1 Setting up Representative Office:
- For obtaining License for Establishment of R.O: 1,672USD (One thousand six hundred and seventy two US Dollar);
- For placing announcement of establishment of R.O, obtaining Tax Code Certificate, Seal Sample of R.O: 150 USD (One hundred and fifty US Dollar);
- Our cost is exclusive of VAT (10%), actual cost for translating your documents from English into Vietnamese (10USD/150 words) and expense for traveling and accommodation out of Hanoi or Ho Chi Minh
Option 2 Setting up FIC:
- For obtaining Investment Registration Certificate: 3,862USD (Two thousand eight hundred and sixty two US Dollar);
- For obtaining Enterprise Registration Certificate: 435USD (Four hundred and thirty five US Dollar);
- Our cost is exclusive of VAT (10%), actual cost for translating your documents from English into Vietnamese (10USD/150 words) and expense for traveling and accommodation out of Hanoi or Ho Chi Minh
- Please note that our service fee is quoted on the basis of full package service fee. In case Client would like to engage us with a separate service package, we reserve our right to re-quote our service
