How to Set up Business Venture in Vietnam?

 How to Set up Business Venture in Vietnam?

To help foreigners start a business in Vietnam, we would like to introduce the service to assist in setting up business venture in Vietnam.

Foreign investors could make direct invest in Vietnam through setting up 100% (100 percent) capital of foreign investors, or setting up joint venture  between domestic and foreign investors or putting resources into the legally binding types of: BTO, BTO, BT, BCC, and BO.

Types of enterprise for foreign investors to invest in Vietnam are as following:

Limited Liability Company (LLC)

A limited-liability company  (LLC) may not issue securities to mobilize capital.

Joint Stock Company (JSC)

The main difference between Joint Stock Company (JSC) and Limited Liability Company (LLC) is the Joint Stock Company (JSC) can raise funds by offering shares or securities.

In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company (JSC).  Management system of JSC is more complicated than LLC.

Partnership

Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all of their assets.  Meanwhile, Limited liability partners shall only be liable for the debts of the company to the extent of the amount of capital they have contributed to the company.

Representative Office of Foreign Trader

Representative Office  is not permitted to straightforwardly lead benefit making exercises in Vietnam (i.e: the execution of agreements, deal or acquisition of products, or provision of services...

Branch of Foreign Trader

In accordance with the law of Vietnam and any international treaty that the Socialist Republic of Vietnam is a member of, the Branch of Foreign Trader is permitted to carry out activities such as the purchase and sale of goods and other commercial activities with its license for establishment.

Investing by Signing Contracts

BBC contract (Business co-operation contract) means the investment form signed between financial backers to co-work in business and to share benefits or products without creating a legal entity.

Fabricate work move contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; furthermore, upon expiry of the duration, the investor shall, without compensation, transfer such facility to the State of Vietnam.

BTO contract (Build-transfer-operate contract) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; however, upon completion of construction, the investor shall transfer the facility to the State of Vietnam. Then the Government shall grant the investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

BT contract (Build-transfer contract) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam. Then the Government shall create conditions for the investor to implement another project in order to recover the invested capital and gain profits or to make a payment to the investor in accordance following an agreement in the Build-transfer contract.

Foreign investors may sign BT contract, BTO contracts and BOT contract with a competent State body to implement infrastructure construction projects in Vietnam. Especially, The contracts are for projects in the fields of electricity production, drainage, transportation, water supply, and waste treatment...

At ANT Lawyers - a law firm in Vietnam, Our English speaking lawyers help clients overcome cultural barriers and achieve their strategic and financial outcomes, and regulatory compliance while doing business in Vietnam.

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Large US enterprises are going to Vietnam for investment

 Large US enterprises are going to Vietnam for investment

About fifty US businesses are now visiting Hanoi in search of sales, sourcing, and investment possibilities, according to data from the US-ASEAN Business Council (USABC).  This is the largest US corporate delegation that has visited Vietnam in recent memory to promote entry options, such as the potential for opening a representative office, setting up company in Vietnam, or even expanding already-existing activities.

These businesses include 40 companies taking part in the yearly Vietnam business delegation and 15 companies taking part in the delegation for health and life sciences. Many businesses attend both delegations.

The US mission in Vietnam stressed that this is the largest corporate group from the US to visit Vietnam in many years and that it is there to celebrate the comprehensive relationship between the US and Vietnam's 10th anniversary.

The US continues to be the top investor in ASEAN nations, putting more money into these nations than the next three combined, according to the US Mission in Vietnam.

The largest ever US corporate delegation visited Vietnam this week in search of investment prospects and market entrance, and it included companies like SpaceX, Netflix, Boeing, and companies active in the defense, pharmaceutical, and technology sectors.

Movie-streaming website one of the businesses that sent representatives to the trip was Netflix. In the past, the media has reported that Netflix intended to establish a representative office in Vietnam.

Boeing, Lockheed Martin, and Bell, among other defense technology companies, will meet with Vietnamese partners. For the first time in almost ten years, security and defense firms have chosen to travel to Vietnam as part of yearly delegations. These businesses spoke with Vietnamese government representatives in December about the prospect of selling drones and helicopters.

According to a Boeing announcement, their conversations with officials would center on creating joint ventures with Vietnam and taking steps to improve Vietnam's aviation and defense capabilities. Vietnam and other nations in the region are interested in purchasing satellite Internet services from SpaceX. Along with semiconductor firms, big pharma businesses like Pfizer and Johnson & Johnson, Abbott medical devices, financial services firms like Visa and CitiBank, and internet and cloud service providers like Meta and Amazon Web Services were all represented in the delegation.

The majority of the corporations taking part in the next delegation, such as Apple, Coca-Cola, and PepsiCo, already have operations or production facilities in Vietnam, though they also have aspirations to grow. As a result of the benefits Vietnam may offer, including expanding skilled labor resources, a stable economy, and improved investment rules, some other businesses have come to learn about the investment environment and to establish a representative office or establish company in Vietnam

ANT Lawyers as a law firm in Vietnam could assist customers in overcoming cultural barriers and achieving their financial and strategic goals while assuring the best interest rate protection, risk minimization, and legal compliance. Customers can get assistance from ANT lawyers while doing business in Vietnam.

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Setting up Company in Vietnam and Comply

 Setting up Company in Vietnam and Comply: Quick Tips for Foreigners

A foreigner moving to a country like Vietnam with business opportunities is attempting to start a business and seize the opportunity. After settling in, the entrepreneur might wonder, "How difficult it is to set up company in Vietnam or how challenging the business environment in Vietnam is for operating and doing business when dealing with administrative procedures from registering investment, setting up the company, complying with periodic reporting and tax declarations?"

As a spot with an ideal topographical position and copious work assets, and developing purchaser market, Vietnam is progressively growing emphatically, turning into a nation drawing in worldwide venture among Southeast Asia nations. Foreign investors must conduct research on Vietnam's policies, investment incentives, legal requirements, and the process and procedures for establishing a business in order to carry out effective investment activities. If international investors are considering investing in Vietnam, this will provide some quick advice on the fundamental factors they should take into account.

An individual or an organization established under foreign law could register investments and conduct business activities in Vietnam. Foreign investors are permitted to participate in any legal business, but in order to register an investment, they must meet certain industry requirements. There are a few areas in Vietnam where foreign investors cannot do business due to national security concerns or the state's monopoly.

An investor who wants to start a business in Vietnam must get a certificate of investment registration from an authorization agency, according to Vietnam law. The Investment Registration Certificate (IRC) will typically be issued within 15 days of receiving a valid dossier for an investment project. Be that as it may, it means a lot to work in the ideal opportunity for setting up the legitimate records for example application, monetary report, bank balance, individual archives and large numbers of such records require apostille, or authentication and legitimization and interpretation into Vietnamese prior to being submitted.

Except for conditional investments and business lines, Vietnam law does not mandate a minimum capital requirement for starting a business. Yet, financial backers are obliged to contribute capital as per the timetable expressed in the IRC and that the public authority has the privilege to demand the financial backer to make sense of the strategy agreeable to them in light of the proposed speculation capital. In the event that the financial backer can't contribute sufficient capital as per the serious time limit, the skilled authority might apply sanctions, including denial of the IRC or the financial backer needs to change the IRC to mirror the real commitment of venture. Once having the IRC, the financial backer then solicitation to get Endeavor Enlistment Endorsement (IRC) which requires 5 days from the date of accommodation of legitimate dossier for business foundation to finish the business setting up process.

Now that the company has established itself in Vietnam, it can officially sign a lease agreement, hire staff, and engage in business transactions to purchase or sell goods or services. The documents must be signed and sealed to be legally binding.

Then the question is how to have a seal?

When an organization was managed by the Public Security authority, it was more difficult to have a seal created for it after it was established. Legislators and business experts have been discussing the possibility of completely removing the seal from legal documents in Vietnam because the signature of the legal representative is the most crucial element. The law governing the issuance of seals has become less strict over time. However, in Vietnam, the seal is still very important because it shows the official notice, such as the decision by the business's legal representative to end a labor contract, along with the signature of the representative. or on the other hand a conspicuous endorsement of a substance to an exchange it enters to enlist a development organization for building a plant. Contingent upon the terms in the organization's contract, the financial backer has the privilege to make more than one seal to utilize. Before using, altering, destroying, or altering the number of seals, the company must send a notice to the business registration office where its head office is located for publication on the National Business Registration Portal. The day the notification process is completed and the seal sample is uploaded to the National Business Registration Portal for verification, the seal can be used.

During the activity of the business in the wake of being begun, the financial backer requirements to focus on charge commitments, which is vital in many purviews besides in charge paradise nations. However, Vietnam is not included on the exemption list. Every business is required to provide a tax declaration. Consistently, the business should pay various charges and expenses, for example, permit charges (in view of enlisted sanction capital); When a company earns a profit, it must pay Corporate Income Tax (CIT); announce and cover Worth Added Expense (Tank) for sold labor and products, for individual proclaim and settle Individual Annual Duty (PIT), or at times send out assessment and import charge, charge on lands.

The investment project reporting regime must also be fully adhered to by foreign investors in accordance with the law. These reports will be issued on a regular basis (monthly, quarterly, or annually) regarding topics such as: carried out venture capital, business speculation results, data on work, utilized unfamiliar laborers, investigates natural insurance… Agreeing with the execution of expense installment commitments and intermittently answering to guarantee ideal execution as endorsed will assist the organization with staying away from superfluous dangers, for example, managerial authorizations, business suspension, punishments that could affect the business.

ANT Lawyers – a law firm in Vietnam will always follow up with authorities for legal update on matters relevant to investment registration or doing business in Vietnam.

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Italian investors want to invest in Vietnam

 Economic and trade cooperation between Italy and Vietnam has created an exciting period than any time in recent memory. As of late, the Italian government has included Vietnam in the rundown of 20 nations that keep focusing on advancing exchange and venture until 2030.

On July 5th, 2022, the Vietnam-Italy Economic Cooperation Seminar the subject "Vietnam – A business and investment destination for Italian businesses" was organized by the Federation of Industry of Pisa province and Italian Chamber of Commerce in Vietnam (ICHAM), with the cooperation of Vietnamese Ambassador to Italy, the designation of the Embassy, heads of Pontedera cities, Pisa, Cascina, Calcinaia, heads of the Confederation of Industry of Pisa Province, and local businesses of the area of Pisa and the Tuscan region.

Vietnam is as of now Italy's biggest exchanging accomplice the Relationship of Southeast Asian Countries (ASEAN), while Italy is Vietnam's fourth biggest accomplice in the European Association (EU). Two-way exchange turnover 2021 will arrive at USD 5.6 billion, the most significant level ever, an increment of 20% contrasted with 2020. There are in excess of 110 Italian ventures putting resources into 18 regions and urban communities of Vietnam and working effectively. As of late, the Italian government kept on remembering Vietnam for the rundown of 20 nations that keep on focusing on advancing exchange and speculation until 2030.

Why Italian companies should invest and do business in Vietnam?

One is the dynamism of Vietnam's economy. Second, the deep integration of Vietnam's economy, which is a member of 16 Free Trade Agreements (FTAs) at the moment. These FTAs include brand-new and substantial ones like EVFTA, RCEP, and CPTPP. Third is Vietnam's changes and improvement needs. Fourth is the actions to help from the Italian government for organizations, particularly little and medium undertakings, in advancing "Made in Italy" items and internationalizing developing business sectors. Fifth is the reinforcing of trades and common figuring out between the people groups of the two nations.

The Vietnam Ambassador accepts that the meeting is a valuable chance to trade data and the kickoff of new participation projects sooner rather than later among Tuscany and Vietnam to upgrade this profoundly expected reciprocal collaboration. The Vietnam Ambassador communicated his expectation that an ever increasing number of Italian organizations overall and Toscana specifically will proceed with the outcome of Italian organizations putting resources into Vietnam, setting up company in Vietnam exploiting Tuscany area, with qualities in social qualities, long history, the travel industry, cooking, wine, design and workmanship items, and high innovation.

A representative of Esanastri printing organization, which has a factory set up in Vietnam, underscored that, notwithstanding lengthy involvement with the field of assembling silk-printed enhancements and 3D logos, as well as future arranging while moving the creation of head protector decorations, glue illustrations and 3D symbols to Vietnam, it was the cordial business climate in Vietnam that turned into an unequivocal variable for the improvement of the organization. Until now, Esanastri Vietnam has 50 workers and has produced more than half a million decorations with a turnover of about 3 million euros in 2021.

A representative of Segis organization, which likewise has a factory set up in Vietnam, imparted to the gathering participants about the triumphs of Segis Vietnam organization when the organization's furniture items with own plan has won many plan grants from the Modern Plan Relationship in Italy (Compasso D'oro), traded to Italy, Europe and USA for the beyond 10 years.

Vietnam Ambassador has required the help of the city experts in illuminating and supporting businesses doing business and investing and establishing companies in Vietnam, making good circumstances for trade exercises, culture and exchange among Vietnam and Italy inside the system of exercises to praise the 50th commemoration of the foundation of political relations between the two nations.

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How to Establish Travel Services Business in Vietnam?

 How to Establish Travel Services Business in Vietnam?

Because passenger transportation is one of the investment areas subject to restrictions for foreign investors in Vietnam, a foreign investor can only form a joint venture with a travel agency in Vietnam to establish a travel services business there.

It is impossible to deny the significant impact that information technology has had on the travel services industry. The utilization of booking reservation framework application on cell phone and web are inescapable that make travel has never been more straightforward. The travel services market would be interesting for a foreign investor to explore. Nonetheless, 100 % foreign owned company is not allowed  to set-up travel services business in Vietnam. Due to the conditionality of this investment area, a Vietnam-based law firm should be consulted to ensure compliance with local regulations.

The application process and documents requirements to establish travel business in Vietnam are briefly

1.Required documents to establish travel business in Vietnam

-Application for the International Travel Business License (form);

-Certificate of business registration (copy – certified)

-Business plan for the international travel agency;

-Tour schedule

-Proof of at least 4 years of experience in international travel business operations

-Certified copies of the tourist guides’ cards whereby at least 3 international tourist guides are required

-Confirmation of bank deposit (as per regulations);

-Proof of offi

2. Business License Application Procedure to establish business in Vietnam

-Submitting the required documents to the appropriate authority (the province or city's Department of Culture, Sports, and Tourism).

-Within 10 working days of receiving a valid application, the province or city's Department of Tourism completes the appraisal records and sends a written request along with the agency's records to Vietnam's Ministry of Culture, Sports, and Tourism. At the point when cases are not qualified for the proposed grant to the state organizations, the commonplace the travel industry office will refer to the particular purposes behind refusal.

Within ten working days of receiving the file and written request from the state agency of tourism in the province, the international travel business must be reviewed and licensed by the state management agency of tourism (VNAT – Ministry of Culture, Sports, and Tourism). In the event of refusal, the service will express the particular motivations to the state and commonplace the travel industry specialists.

3. Number of records

-Submission to the Department of Culture, Sports and Tourism: 01

– Tourism Authority Filed in: 01

ANT Lawyers – a law firm in Vietnam will always follow up with authorities for legal update on matters relevant to investment registration or business registering in Vietnam.

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Company Formation in Vietnam?

 Company Formation in Vietnam?

Foreign investors may put resources into the type of 100 % funding to set up company  in Vietnam, being joint stock company, limited liability company, partnership company. In recent years, the openness policy of the Vietnamese government has made company formation in Vietnam easier.

To receive investment registration certificates, first-time foreign investors in Vietnam must have investment projects and complete investment registration or examination procedures at state investment agencies.

Business registration certificates shall concurrently be investment certificates. Company with 100% foreign capital has established and operated from the date of issuance of the business registration certificates

Vietnam company formation dossiers

-Registration/Request for issuance of Investment Certificate;

-A report on financial capability of the investor;

-Draft of the company’s charter;

-List of members of company;

-Copy of the people’s identity card, passport or other lawful personal certification, for individual members;

-Copy of the business registration certificate or establishment decision, or other equivalent document, for member organizations;

-Copies of the people’s identity card, passport, the authorization document, or other lawful personal certification, for authorized representatives.

-Within three months of the date of submission of the business registration dossier, copies of the foreign member organizations' business registration certificates must be authenticated by the organizations' registered agencies;

-Written authorization of the investor in case investor is organization and valid copy of  the legitimate individual affirmation of the approved delegate. Documents in foreign languages must be converted into Vietnamese, authenticated and legalized;

-The Business Cooperation Contract (BCC) or the joint-venture contract

-Other documents required by Vietnam law

Vietnam company formation would take anywhere from 30 days. If the investment area is conditional or the State government must examine the investment project, additional time may be required.

Special licenses, minimum capital or other conditions might be required in certain investment projects.

How a law firm in Vietnam would help with company formation in Vietnam?

While the process of company formation in Vietnam is straight forward more often than not, there are numerous circumstances which it would be better that the client draws in a law firm in Vietnam to help with record planning, legitimate interpretation, legally approbation, and verification of utilization dossiers.

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8 Important Steps Guide to Establish Company in Vietnam

8 Important Steps Guide to Establish Company in Vietnam

It is possible for foreign investors to establish company in Vietnam. Foreign investors have the right to choose the appropriate forms of enterprise such as a limited liability company, joint stock company... with particular steps including:

Step 1: Register the investment project to establish company in Vietnam

Investors submit a registration file for an investment project to the business registration office of the province, city, or management board of an industrial, export processing, or high-tech zone for approval within 15 days (without additional time for clarification).

Step 2: Apply for Certificate of investment registration

Investors can apply for a business registration certificate in Vietnam by submitting a valid record to the Department of Planning and Investment within ten days of the investment project's approval.

Step 3: Apply for the certificate of business registration

After obtaining the business registration certificate, the investor shall submit the application for enterprise registration certificate to the enterprise registration office within 3 days.

Step 4: Publish the content of the business registration

Within 30 days of receiving the certificate of enterprise registration, the investor is required to disclose the following information about the company on the national enterprise registration portal:

i, Business lines;

ii, List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Step 5: Registered business stamp

The form, quantity, and contents of the company's stamp are entirely up to the business. The following information must be displayed in the stamp's content:

-Company’s name;

-Business code.

After receiving the legal entity stamp and before using the business stamp, the enterprise must send a notice on the stamp of the enterprise to the business registration office for publication in the National Information Portal on the business registration.

Step 6: Notice of use of stamp

Investors send notices on use of stamp forms to the Investment registration agency after getting a stamp. The Investment registration agency stamps samples of businesses, branches, and representative offices for businesses, publishes the business's notice on the National Business Information Portal, and issues a receipt for the business following receipt of the record.

Step 7: Open bank account

Financial backers need to open two sorts of ledgers, to be specific the speculation capital record to get the venture sum and the exchange represent going through with everyday exchange in Vietnam.

Step 8: The post licensing procedures

For the conditional business lines:

Investors investing in conditional business lines as defined in Appendix 4 of the Investment Law 2014 are required to have professional liability insurance, a certificate of business qualification, practicing certificates, and other documentation… prior to directing business in Vietnam. 

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