Transfer 100% equity of Vietnam local company to an Foreign Investor

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Transfer 100% equity of Vietnam local company to an Foreign Investor

This is with regards to our discussion from which you requested us to advise for Vietnam local company (hereinafter referred to as “Client”) to transfer 100% equity to an foreign Investor (hereinafter referred to as “the Assignee”).  Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.

  1. OUR PRELIMINARY COMMENTS

According to our practical experience in similar previous cases, possibility of success of Client to transfer 100% equity shall very much depend on following factors:

–         Business activities of Client must not fall in list of services or business activities prohibited or inhibited from involvement by Foreign Investors.

–         The Assignee must have enough financial ability to afford business activities in Vietnam;

–         The Assignee must have good financial ability which is shown in the Audited Financial Statement for 02 recent years and bank account statement;

–         Client must comply with Vietnam Law during its operation. Client must provide sufficient documents proving that the Client has finished the capital contribution as registered with competent authority;

–         The Assignee may need to increase the Capital to acquire equity and finance working capital of Company;

We also would like to note that, procedure for transfer of 100% equity from Client to the Assignee shall be subjected to the investment registration process.

The total process can be lasted within 30 working days from submission date of application dossier, exclusive of required time duration for supplementation of required document. In fact, the time duration can be longer due to that the Competent Authority need to consult relevant Ministries.

2.   scope of works

With regards to transfer of 100% equity of Client, our scope of work shall be as follows:

Preparation of the application documents:

  • Notifying application documents required in accordance with Vietnamese law;
  • Drafting application documents required for submission purpose including board resolution, joint venture contract, corporate charter, application etc;
  • Liaising with 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; 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 the Investment certificate.
Post-licensing procedures:

Upon the issuance of the investment certificate, the Company shall be required to carry out immediate administrative procedures.

Our services include:

  • Obtaining the seal of the Company;
  • Obtaining the Company’s tax code; and
  • Placing an announcement on the Investment Certificate of Company in the newspaper.

 

The roadmap for the transfer of 100% equity of Client can be described in following steps as follows:

Step 1: Amendment of Certificate of Business Registration

  • Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you. 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 02 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 05 working days from submission of application dossier to the competent authority to grant the Amended Certificate of Business Registration.
  • Updating the Tax Code Registration: We shall assist you in updating the Tax Code Registration upon completion of amendment of Certificate of Business Registration.

Step 2: Obtainment of Investment Certificate

  • 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 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 30 working days from submission of application dossier for the provincial licensing authority to grant the Investment Certificate.
  • Post licensing: Within 13 working days we shall complete the post licensing procedures.

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