818hi.com provides company formation services in Vietnam. Please take a look at various company types and detailed company set up process description below.
Setting up a representative office in Vietnam
Foreign companies can set more than one representative office up in Vietnam so they can promote any business opportunities or trading opportunities while monitoring any local business transaction currently in place. The only restriction is that a company’s representative office cannot conduct any revenue-generating activities.
If you want to set up a satellite office in Vietnam, you have to meet the following requirements:
1. Certificate of Incorporation
A. A company has to be considered a legal corporation in its native country. For example, a country with headquarters in Canada have to a valid certificate of incorporation.
B. The company has to be at least a year old.
2. Fill Out Application
Companies have to file the following legal documents to set up a representative office in Vietnam:
A. A copy of your business license is required. A copy of the original license must be approved by the Vietnamese embassy in the company’s native country. Then, the document is translated into Vietnamese and notarized by the Vietnamese Notary Office.
i. The Vietnamese embassy has to legalize the following documents.
a. A copy of the company’s charter.
b. A notarized copy of the company director’s passport.
c. A notarized copy of the head of the Vietnamese representative office passport.
B. Application forms to establish the representative office. There should be an English application and one application in Vietnamese filed.
C. A legal document that authorizes us to have have the company’s Power of Attorney. Therefore, we can handle all legal matters regarding a company’s Vietnamese satellite office.
D. Legal document that show that the head of the Vietnamese representative office has the authority to act on behalf of the company. This document ensures the Vietnamese government that the manager for the representative office signature has value.
A company has 45 days to open their business. After 45 days, the representative office’s license application needs to be updated to include an physical address for the office, the number of Vietnamese staff and foreign staff working at the office, the name of the manager or head of the representative office, and the acknowledgement form from the local relevant licensing agency. You can update this information via a written notice to the relevant licensing agency.
The company can use a letter of introduction from the department of Trade and its registration from the licensing agency to register its seal with the Police Department.
A representative office is also required to have a local bank account to handle salary payments, social insurance and taxes.
You will have 60 days to complete all documents according to regulation. The time is broken down into 15 days to obtain a license and 45 days for registering your operation. This time does not include any interruption periods. For example, if documents to obtain a license are delayed due to a signature missing or not authorized, the time to obtain a license is increased.
Setting Up Subsidiaries For Trading In Vietnam
GENERAL LEGAL PROVISIONS
1) Legal Basis
Foreign investors or foreign capital investment in Vietnam must adhere to the guidelines set out in point A, clause 1 of Article 4 of decree number 23/2007/ND-CP, which means they have the right to implement investment activities, purchase goods and carry out activities related to the buying and selling of goods by way of investing in accordance with Appendix 01 of 10.2007/QD-BTM Decisions dated 21 May 2007 by the Minister of Trade.
Foreign investment enterprises are to be granted a permit to deal in the purchase of goods and the sales of goods or services with Vietnam. Examples of these conditions are below:
Countries and territories who seek to purchase goods and services or seek to invest within Vietnam must be a country that has agreed to the Socialist Republic of Vietnam. Investments must be made on accordance with the Socialist Republic of Vietnam as a contractual party and must be compliant with Vietnamese Law.
3) Guidelines surrounding what foreign businesses must do in order to do business in Vietnam in accordance with Vietnam’s market opening commitments and the law.
Investors and traders must do business that is within the guidelines of Vietnam’s market opening commitments and the law.
Traders and investors must seek approval from an agency which is explained in this decree.
* Minimum capital required is $500,000 US dollars
* Only companies can invest or set up a corporation, an individual investor can not.
* The original company must be at least three years old, unless the company has a close relationship with the authority.
All legal documents must be prepared in order to set up a new company:
* Company certificates must be notarized at the Vietnam Embassy in the country of origin.
* The company’s memorandum must also be notarized and deemed legal at the Embassy of Vietnam in the country of origin.
* Bank certificates and or bank statements must be made available.
* Passports of the legal representation of the company must also be notarized at the Embassy of Vietnam.
* Office documents, such as the lease must be available.
We shall provide support to ensure the correct documents are filed, such as:
Assisting in the drafting of required documents, the checking of said documents, to be certain they are consistent with all stipulations required to be granted a business permit, or to apply for the modification of the business permit in regard to the purchase of goods and the sales of goods and other related sales activities within foreign invested business activities in Vietnam.
Foreign Invested Enterprises in Vietnam
The clients representatives shall submit the dossier to grant a business permit and application to set up a retail establishment at the authorized state government agency.
* He or she should act on behalf of the client by way of speaking to all the relevant authorities required to set up an enterprise.
* And ensure all legal procedures are adhered to.
* To contact (on behalf of their client) the relevant authorities to reduce time in acquiring a business permit.
* The time limit for preparing a dossier is five days, however in special cases an extension can be granted.
* The time it takes to grant a business permit or to modify a business permit can be up to 100 – 120 working days after receiving all required documents.
* All legal documents must be legalised at the Vietnam Embassy in the enterprises country of origin. The legal fees are to be paid by the company owner. If a company finds it difficult to do the legalisation process in their own country, we can support the business owner to do the legalisation process via their Embassy. We do this free of charge, however the business owner still needs to pay the legalisation fees and other fee associated with getting the proper documentation to set up a business in Vietnam.
All legal documents of the company must be translated into Vietnamese. There is a fee required to have these documents translated at the Embassy of Vietnam. The People Committee within Vietnam can assist business owners with the translation if need be.
LIST OF DOCUMENTS REQUIRED AND DOCUMENTS REQUIRED BY THE LAWYER
1 Corporate Certificate of Parent Company, legalised by the Consulate of Vietnam and translated into Vietnamese.
2 Charter of parent company legalised by the Consulate of Vietnam and translated into Vietnamese.
3 Audited Financial Report of the latest years legalised by the Consulate of Vietnam and translated into Vietnamese.
4 Certificate of Bank Balance (the balance of the account must be the same of the amount that is to be invested within the company in Vietnam.
5. The Legal Representative’s Passport and it must be legalised by the Consulate of Vietnam.
6. The Legal Representative of the company in Vietnam, and also must be legalised by the Consulate of Vietnam.
7. The Lease or written contract for proposed business premises and also must be legalised by the Consulate of Vietnam.
8. The company’s representative must also provide documents that prove the experience of the company.
This can include:
* Photos and information of what the company plans to sell or offer as a service.
* Proof of experience in running an enterprise or company within the country of origin. For example if the proposed company are from the United States, the United Kingdom or Australia, evidence of their success in these countries would be required.
* Proof that the company has provided Vietnamese people with their goods and services.
* Poof of business processes such as importing goods and selling goods.
It is a good idea to provide as much information as possible, and if possible use a colour printer when printing documents and diagrams or photos.
LIST OF DOCUMENTS COMPOSED BY THE LAWYER
1) An Application for the Investment Certificate
2) An Application for A Business License
3) An Application for the right to import and export
4) An Application for the right to distribute and retail good and services.
5) Explanatory capability
6) Charter of Company
The legal representative of the company must sign all pages included in each document and the Company’s Charter.
Also needed is:
7) A Financial Capability Report of the Investor
8) A Decision to establish Company/Decision to appoint the Director of the Company.
9) An Authority Letter
We hope the information above helps make opening a company in Vietnam easier for you and your company. If you have any questions or need our legal services, do not hesitate to contact us. We are here to help.