Company Registration in the field of Back Office in Hanoi,Vietnam

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Business Lines of Foreign Invested Company in Vietnam

Under Vietnam Law and Vietnam WTO Commitment, there is no official equivalent term to describe the back office services.

To our understanding, back office services shall be inclusive of data analysis and entry, document processing, data processing, web research services, website designing... (IT services), finance and accounting, procurement outsourcing, HR management...

For ease of reference, we would like hereby to classify specific back office services into 4 following main sectors:

(i) Computer and related services (CPC 841-845) which are inclusive of Consultancy services related to the installation of computer hardware; Software implementation services; Data processing services; Data base services;

(ii) Management consultant services (CPC 865) which are inclusive of ; (iii) services related to management consulting (CPC 866) and (iv) Accounting and Book Keeping Services (CPC 862).

In case the NewCo intend to provide Accounting and Book Keeping Services, the NewCo must have personnel licensed for conducting Accounting and Book Keeping Services as stipulated under Vietnam Law.

Obtaining the Investment Certificate

Under the current Vietnam Law, establishment of the NewCo shall require an Investment Certificate which is equivalent to a certificate of incorporation or business registration certificate from the licensing authority- Provincial People’s Committee.

In order to obtain an Investment Certificate for establishment of a foreign invested company, Foreign Investor is required to propose an Investment Project.

Investment Project is understood as “a collection of  proposals  for  the  expenditure  of  medium  and long-term capital in order to carry out an investment activity in a specific geographical area and for a specified duration”.  Then, relevant competent authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine whether to grant Investment Certificate or not.

Investment Capital for the project

Generally, except for several conditional investment sectors such as real estate, finance and banking, education and trainings, there is no requirement for minimum investment capital.

However, foreign investor must have enough capital resources to successfully realise the business goals set out in the Investment Certificate. Investment Capital stated in the Investment Certificate shall include Equity and Loan Capital, in which, the Equity must be at least 20% of total Investment Capital.

Furthermore, it should be noted that Foreign Investor must contribute its capital contribution in accordance with the schedule stated in the Investment Certificate.

Generally, Members and owners of Limited Liability Company must pay in full the capital registered for contribution within a maximum of 36 months from the date of issuance of the Investment Certificate of the company.

In practice, generally, at least 20% of the total investment amount should be contributed as equity (rather than from loans). In the case of a Joint Stock Company, founding shareholders of Joint Stock Company are required to register to subscribe together for at least 20% of the number of ordinary shares offered for sale.

S&B Law’s Experience in the field of registration company.

S&B Law is proud to assist a large number of clients in negotiation, licensing and post licensing procedures for the establishment and operation of their commercial presence in Vietnam. Many big foreign investors in Vietnam are clients of S&B Law such as LG Electronic, ICBC, IBM, Nippon Steel etc.

Our services in the field of Foreign Investment covers a wide full range from assistance in market research, quantifying benefit and risks associated with investment policies of the government, foreign invested company formation, establishment of branches and representative office of foreign companies, expanding business of foreign invested company, obtaining business license or investment certificate for investors in Vietnam or in other countries.

In many circumstances, our capacity of communicating with the local community and intensive experience of our lawyers have made the local authorities and counter parties more comfortable in reaching agreement, resolving dead lock and have contributed to the success of the client’s business.

Our scope of works:

Generally, with regard to establishment of a foreign invested company in Vietnam, 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 application, power of attorney, board resolutions 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 the investment certificate.
Post-licensing procedures:

  • Placing an announcement on establishment of Foreign Invested Company in the newspaper.

If you would like further information on Company Registration in the field of Back Office in Hanoi,Vietnam, please either email to our Partners at: or call to our Office:

Ha Noi Office: +84 (4) 62 62 0246

HCM Office: +84 (8) 35 208 101.


Contact us for 24/7 consulting support

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