How to Set Up Company in Hanoi?

  The Law on investment 2021 has a lot of investment incentive policies in economic sectors in Vietnam for foreign investors.

Foreign investors that invest in Vietnam in general and Hanoi in particular for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted Investment Registration Certificates (“IRC”) and Enterprise Registration Certificate (“ERC”). Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

The investor who wishes to apply for IRC in Hanoi, s/he need to have a possible project which is accepted by the Government (The Department of Planning and Investment of Hanoi City). The dossier on applying for IRC

For Investment Registration Certificate, the investor must prepare the dossier included:

i) An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

ii) A document about the investor’s legal status;

iii) Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

iv) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.

v) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

vi) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;

vii) The business cooperation contract if the investment project is executed under a business cooperation contract;

viii) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

After having the project, the investor needs to apply for Enterprise Registration Certificate, the dossier included:

i) An application for enterprise registration;

ii) The enterprise’s charter;

iii) A list of members of a limited liability company with two or more members or a list of general partners;

iv) A notarized copy of identity card or valid passport of individual member;

v) A notarized copy of the Enterprise Registration Certificate of the organization’s member;

vi) A notarized copy of valid identity card or passport of the organization’s legal representative;

vii) The copy of Investment Registration Certificate.

The time for applying the investment project is 15 working days and the time for applying the company is 03 working days after the date of submitting the valid dossier.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang, will help customers conveniently drafting contracts, Debt Recovery, Set up business, Foreign invest, Real estate ....

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Transfer of Investment Projects in Vietnam

 Under the current Law on Investment, investors are entitled to transfer part or all of the project to another investor when satisfied the specific conditions and conducting to procedure of project adjustment under the regulation of law.

The conditions of project transfer

-The project is not terminated in the cases as prescribed in Clause 1 Article 48 of Law on investment;

-Investment conditions applied to foreign investors are satisfied -in case the foreign investor receives a project of investment in conditional business lines;

-Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land;

-Conditions in the Certificate of investment registration or relevant regulations of law are complied with.

Preparation of dossier

-A written request for permission for project adjustments;

-A report on the project’s progress up to the time of transfer;

-The project transfer contractor an other document with equivalent legal value;

-Copies of the ID card or passport (if the investor is an individual) or Certificate of Enterprise Registration or another document with equivalent legal value (if the investor is an organization);

-Copies of the Investment Registration Certificate or decision on investment guidelines (if any);

-Copies of the BCC contract (for BCC projects);

-Copies of one of the following documents of the transferee: financial statements of the last 02 years; commitment to provide financial support by the parent company, commitment to provide financial support by a financial institution, the guarantee of transferee’s financial capacity, documents describing the transferee’s financial capacity;

Order and procedure

-Investors submit the dossier at Department of Planning and Investment (or Management of Economic Zone or High-tech Zone);

-Within a period of 10 working days from the date of receipt the complete and valid dossier for an investment project operating under an investment license and not subject to decision of investment policy (or 28 working days from the date of receipt the complete and valid dossier for an investment project which is subject to investment decision of the provincial People’s Committee; 47 working days from the date of receipt the complete and valid dossier for the investment project subject to the decision of the Prime Minister), the competent authorities consider and decide to adjust the investment registration certificate to the investor transferring the project.

Before transferring an investment project, investors need to evaluate the legal situation, apart from the financial, personnel, and other key issues of the project, which are subject of the transfer. Therefore, to ensure effective transfer, investors often engage law firms with highly qualified lawyers in Vietnam to conduct M&A legal due diligence related to the legal documentation of the owner, capital contribution of the shareholder or member, tangible assets (land use rights, plant and machinery, equipment, etc.) and invisible assets (including industrial property rights), licenses, contracts or transactions of great value, taxes and other legal risks such as litigation or disputes which could significantly impact the project..

The transfer of an investment project is an administrative procedure with a state agencies that is only smooth when the parties reached agreements. In fact, the transfer of the investment project’s timeline depends on the appraisal and evaluation process of the parties involved in the project.We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

Nguồn: https://antlawyers.vn/legal-service/transfer-of-investment-projects-in-vietnam.html

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What Are the Procedures for Applying the Enterprise Registration Certificate for Foreign Investor in Vietnam?

 According to Viet Nam’s commitments under the framework of the WTO and EVFTA agreement, foreign investors are allowed to establish foreign-invested enterprises to conduct business activities in Vietnam. However, the order and procedures for establishing enterprises for foreign investors must comply with the provisions of Vietnamese law.

Accordingly, this process consists of two main steps: (1) carry out the procedures for applying for the Investment Registration Certificate and (2) carry out the procedures for applying for the Enterprise Registration Certificate. In other words, to be granted the Enterprise Registration Certificate to officially and legally conduct business activities, a foreign investor must first obtain an Investment Registration Certificate.

For investment registration, foreign investors must have an investment project, except in the case of establishing a creative start-up small and medium-sized enterprise and an innovative start-up investment fund under the law on business support small and medium. The industries and trades in the investment project must not be in the industries and trades that prevent the access the market for foreign investors or the industries and trades being banned from doing business under the Law on Investment 2020. After that, investors need to prepare a dossier for issuance of the Investment Registration Certificate to be submitted to the Department of Planning and Investment where the investor implements the investment project.

Dossier for applying for the investment registration certificate includes: an application for issuance of the investment certificate; the Investor’s financial capacity report is prepared and responsible by the Investor; an explanation of the ability to meet the conditions that the investment project must satisfy according to the provisions of law for the project in the field of conditional investment; the economic – technical explanation includes the following main contents: objectives, scale, investment location, investment capital, project implementation progress, land use demand, technological solutions and solutions environmental legislation; draft of the company’s charter with full signatures of the legal representative, members or authorized representatives; members list; documents for verifying the investor’s legal status; documents for verifying financial ability. The investment registration authority repond to the application for the Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid dossier.

After being granted the Investment Registration Certificate, the foreign investor shall carry out the procedures to be granted the Enterprise Registration Certificate. In this step, the legal conditions are not as strict and complicated as the first step, but it also requires investors to prepare a number of papers and documents. Depending on the type of enterprise and the content of registration, the business registration subject needs to submit different types of documents under the requirements of the law. Investors can submit the dossier in person at the Business Registration Office or submit it online via the electronic network. The Business Registration Office shall issue the Enterprise Registration Certificate within 03 working days from the date of receipt of a valid dossier. In case the dossier is invalid or the name of the enterprise requested for registration is not in accordance with regulations, the Business Registration Office must notify in writing the contents that need to be amended, supplemented to the enterprise founder or the enterprise within 03 working days from the date of receipt of the dossier.

It can be remarked that the two-step process creates obstacles for many foreign investors when establishing an enterprise in Vietnam. It has been suggested the legislator to consider shortening the order and reducing the number of documents that need to be submitted, and at the same time, promote the online procedures to save time and human resources. For efficiency in preparing documents, the client could engage a lawyer in Vietnam to assist carrying out procedures of setting up company and applying for investment and business certificate in Vietnam.

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How Payment by Documentary Credit in International Commerce Works?

 Documentary Credit (also known as letter of credit or bankers commercial credit, or letter of undertaking) is one of the payment instruments that institutions providing non-cash payment services (banks, foreign bank branches, etc.) deal with to make a valid payment transaction at the request of the account holder. Documentary credit is the most commonly used for payment of international sales of goods.

The supply of international payment services by institutions providing non-cash payment services shall be conducted in accordance with regulations of the law on foreign exchange management, treaties to which Vietnam is a member and commercial practices (including international commercial practices provided by the International Chamber of Commerce; and other commercial practices which are not contrary to the Vietnamese laws) which agreed upon by the parties.

According to UCP 600, credit means any arrangement, however named or described, that is irrevocable and thereby constitutes a definite undertaking of the issuing bank to honour a complying presentation. Documentary credit is an independent and separate transaction from the sales and other contracts on which it may be based. The Issuing Banks and Advising Banks are in no way concerned with or bound by contract between the Applicant (purchaser) and the Beneficiary (seller), even if any reference whatsoever to it is included in the credit. Banks deal with documents only. Goods, services or performance to which the documents may relate are not under scope of handling of the Banks. When the issuing bank determines that a presentation of documents is complying, payment shall be made.

The independence between the documentary credit and the sales contract ensures that the seller definitely receives payment if complying presentation, however, does not protect the interests of the purchaser when there is any dispute about the quality of the delivered goods or any other dispute after delivery. When the seller presents complying documents, the issuing bank is obliged to make payment without any doubt whether the goods have actually been delivered according to the specifications as specified in the contract. At the same time, the cancellation or termination of contract does not affect the effectiveness of documentary credit, payment still is made if presentation is complying.

International payment instruments play an important role in commercial transactions between parties residing in different countries. Each payment method reflects the way of receiving and paying for goods amount between the buyer and the seller. The parties participating in international commerce transaction need to understand the characteristics of each payment instrument to protect their rights and obligations, and avoid disputes in international sales of goods, or disputes in financial service using letter of credit or other forms, disputes in performance of contract and should involve lawyers in early stage if possible to avoid mishap.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

Nguồn:https://antlawyers.vn/a-of-credit-lawyers/how-payment-by-documentary-credit-in-international-commerce-works.html

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Public services are provided through the National Public Service Portal

 On December 9, 2019, the opening ceremony of the National Public Service Portal took place in Hanoi connecting with 5 other bridges across the country. Accordingly, after the National Public Service portal is officially put into operation, people only need to register to open an account (via phone number, enter identity card or identification number) and the system will also authenticate by secured OPT code similar to online transaction to the registered phone number people.

With a view of publicity and transparency, the National Service Portal aims to be a website that helps provide information and support the implementation of online administrative and public service procedures nationwide. When using the National Public Service Portal, individuals and enterprises with single sign-on function, use one account of the National Public Service Portal to log in the public service portal of the Ministry and localities. Implementation of administrative procedures in many provinces and cities only needs to be declared once on the National Public Service Portal. This means that by accessing only one address, with a single account, individuals and enterprises can log in to all of the ministry-level and provincial-level public service portals performing online public services; monitoring the settlement status, assessing the quality of settling and sending feedback, recommendations regardless of the time and administrative boundaries. At the same time, with the role of a hub to connect with public service portals, databases, the implementation of online public services through the National Public Service Portal will help individuals and enterprises much more convenient due to reuse existing information and save time for document preparation, thereby significantly reducing social costs in the implementation of administrative procedures, especially those related to many agencies.

Some essential public service groups will be initially provided, including public services delivered in 63 provinces and cities such as Notice of promotional activities; The re-issuance of health insurance; The supply of low-voltage and medium-voltage power and integration of electricity payment utilities and 4 public services performed at the Ministry level are The issuance of driver’s license; Sign up for promotions; Group of services for granting certificates of origin of goods; Electronic tax payment for businesses.

According to the integrated roadmap for providing online public services, by 2020, at least 30% of essential online public services will be integrated; after 2020, to gradually increase by 20% every year, integrating 20% of online services at levels 3 and 4 of ministries, branches and localities.

It is expected by quarter 1/2020, the government will continue to implement services such as Electronic tax payment for individuals; Cancelling the customs declaration; Supplementing customs documents; Group of procedures for registration of security transactions; Fines payment for road traffic offenses; Driver’s license change (level 4), New driving license issue; Business Registration; Collecting fees and registration fees for cars, motorbikes, etc.

The National Public Service Portal is set up at to make public and transparent information related to administrative procedures and provide, support the implementation of public services according to demand for use, accord with each object; ensure the ability of individuals, organizations to supervise, evaluate and account for the state agencies’ accountability in the provision of public services; accelerate administrative procedure reform through the application of information technology; improve Vietnam’s position on online public service index in e-government development index according to the United Nations ranking. Individuals, companies will be provided with public services regardless of time and administrative boundaries so that they can save time, effort and money, increasing Vietnam’s competitiveness edge.

As a service provider of legal and administrative services, consultants and lawyers at ANT Lawyers would better assist Client by taking advantage of the positive changes from government, catching up with international standards.

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The Regulation on Science and Technology Enterprises in Vietnam

 The science and technology enterprises (S&T Enterprises) means an enterprise implementing production and business science and technology service to make a goods or product from results of science research and technology development. The S&T Enterprise’s operation is based on the successful application and exploitation of research process in itself or the results of scientific and technological research from the scientists, organizations or research results transferred from abroad that they have the lawful ownership use rights. The Government issued the Decree No. 13/2019/ND-CP dated on February 01st, 2019 on science and technology enterprises.

The setting up of S&T Enterprises in Vietnam is only acceptable when meeting the following conditions for granting Certificates of science and technology enterprise, which is acting as operation license as well as basis for implementing the incentives and support policy for investment and takes effect nationwide: i) Established and operated under the Law on Enterprises; ii) Being able to create or apply scientific and technological results which are evaluated, appraised and recognized by competent authorities; iii) Obtaining turnover form the production of, and dealing in, products and goods created from scientific and technological results for at least 30% of the total turnover. This condition shall apply in case the enterprises is established to or more 5 years.

Certificate of science and technology enterprise is issued by the Department of Science and Technology or National Agency for Technology Entrepreneurship and Commercialization Development (NATECH) belonging to the Ministry of Science and Technology depending on each specific case.

One of the important provisions related to the S&T Enterprises of Decision No. 844/QD-TTg of the Prime Minister dated on May 18th, 2016 on approval for “Assistance policies on national innovative startup ecosystem to 2025” stipulates for continuing to implement the Project of Vietnamese Silicon Valley. This Project have been creating the most favourable conditions for development of the S&T Enterprises and encouraging S&T Enterprises to research, improve their goods or product to meet the demands of market.

With the application of scientific research results and technological development into production and business activities, S&T Enterprises not only bring new high quality products which are able to compete with imported goods, but also encourage science and technology research and application into production and business. S&T Enterprises are entitled to enjoy preferential on enterprise income tax exemption and reduction; exemption and reduction of land and water surface rent; credit incentives;… and especially supporting research activities and commercialization of new scientific and technological results supplemented by Decree No. 13/2019/ND-CP.

The promotion of commercialization of science and technology results contributes actively to the development of the science and technology market, facilitates the application of research results to real life. Every year, Vietnam has thousands of research results and inventions from universities, research institutes, research centers, domestic research groups and foreign organizations and individuals registered in Vietnam. But very few research results are applied to production or commercial products on the market. In order to resolve this situation, the Vietnamese Government supports the S&T Enterprises through policies on enjoying import and export tax; use of research equipment in national key laboratories, technology incubators,… of the State; investment preferences of the Scientific and Technological Development Fund and other funds; priority to participate in projects to support the commercialization of the results of science and technology, intellectual property of the State;… as stipulated in Decree No. 13/2019/ND-CP and relevant legal documents.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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How to Obtain Business Registration Certificate in Vietnam?

 How to Obtain Business Registration Certificate in Vietnam?

Every organization and individual wishing to set up a foreign owned company in Vietnam shall need to meet some specifics conditions as promulgated under the Law on Investment and Law on Enterprise. In specific areas being considered as conditional investment, the investor shall also need to consult with the law governing the area of investment. Once the investment registration certificate is completed, the investor has the obligation to apply for enterprise registration.

Business Registration Certificate in Vietnam

The procedure to register for a certificate of enterprise registration of a joint stock company or limited liability with two or more members are herein mentioned:

Dossiers:

i) Application form for enterprise registration

ii) The company’s charter.

iii) A list of founding shareholders and shareholders being foreign investors/ a list of capital contribution members.

iv) Valid copies of:

Copies of the ID card or other ID papers of founding shareholders and foreign investors/members being individuals; list of authorized representatives of foreign shareholders being organizations.

Decision on establishment, certificate of business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the certificate of business registration or an equivalent document must be notarized, legalized and authenticated.

The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

State Authority: Business registration office of the province where the enterprise’s headquarters is situated.

Period: within 03 working days from the full receipt of the dossiers

Result: Business registration office shall issue the certificate of enterprise registration or if the application is not satisfactory, business registration office shall inform the applicant of necessary revisions and supplementation to company.

In general, Vietnam government encourages foreign direct investment. If the investor faces challenges at state authority, whom do not issue notification or request of supplementation to the application for enterprise registration, the investor cold lodge a complaint as prescribed by regulations of law on complaints and denunciation to the state authority to protect its right in doing business and investment in Vietnam. A law firm in Vietnam with expertise in both business registration and dispute resolution could assist the investor in the process.

The enterprise is entitled to do business from the issuance date of the certificate of enterprise registration. For conditional business lines, enterprises are entitled to engage in conditional business lines if they satisfy all conditions and are capable to maintain fulfillment of such conditions throughout their operation.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

Nguồn:https://antlawyers.vn/update/how-to-obtain-business-registration-certificate-in-vietnam.html

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Propose to Remove Nearly 2,000 Business Conditions

 The Ministry of Planning and Investment has proposed to remove nearly 2,000 business conditions from ministries and sectors that are thought to cause difficulties and obstacles for businesses.

According to the report of the Ministry of Planning and Investment submitted to the Government, this agency proposed to remove 1,930 requirements and conditions on business that are considered as sublicenses hinder business for a long time. Of these, the Ministry proposed removing all or part of 302 financial conditions. In addition, 85 business conditions on location and 1,336 conditions on production capacity, 127 conditions on business methods, 80 conditions on planning… are proposed to be abandoned entirely.

In addition, other business conditions related to human resources issues (except for some professions that require professional qualifications and experiences such as doctor and auditor) and some conditions with inappropriate contents, the Ministry also recommends the abolition of all or part.

According to the report of the Central Institute for Economic Management (CIEM), there are about 4,284 business conditions, corresponding with 243 conditional investment businesses. Of these, the Ministry of Industry and Trade has the highest number of business conditions with 1,152 conditions; next is the Ministry of Agriculture and Rural Development, Ministry of Health…

Most of these business conditions are creating unreasonable barriers to investment, entry into the market, limiting the number of newly registered businesses, increasing production costs, discouraging businesses.

Moreover, business conditions also reduce market competition, productivity and competitiveness of the economy. Businesses also face with many risks in the process of operation when many business conditions are unclear, creating opportunities for the arbitrariness of state management agencies and the harassment of officials… These effects are going backwards and hinder the Government’s resolve to improve the business environment and cut costs for businesses.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

Nguồn: https://antlawyers.vn/legal-service/propose-to-remove-nearly-2000-business-conditions.html

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Conditional Investment Sectors and Investment Conditions in Vietnam

 When setting up a trading company in Vietnam, beside other conditions, the foreign investors have to prove experience in trading area. Areas such as banking, financial services, real estate, security services will require minimum investment. Foreign investment lawyers should be consulted for advice on investment licensing matters.

In general, foreign investors making investment in Vietnam are encouraged. However, there are areas although not prohibited, but are “conditional” areas including the project could affect national defense, security, social order and safety; finance and banking; field that affect public health; culture, information, press, publishing; entertainment services; the real estate business; prospecting, exploring and exploiting of natural resources, ecological projects and the environment; education and training, and professional services i.e. legal, accounting, tax…

The conditions required by Vietnam laws on investment toward the foreign investors are business requirements that the investor must meet after the incorporation of the company, not as a condition for receiving the investment license. However, in the case of a foreign investor applies for an investment license for a new project, the law requires that all business conditions must be satisfied before the grant of the investment license.

Conditions that the foreign investors have to meet when investing in conditional business could be related to the forms of the investment, the nationality of foreign investors, the professional expertise of the investor, the scale of investment projects, type of goods and services, time implementation of investment projects.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have law firm in Hanoi, law firm in Ho Chi Minh City and law firm in Da Nang.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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