Enquiry for company registration in Vietnam

Question: This is Marry from company in Hongkong. We have a new enquiry from a  client and hope you are interested in it.

We are going to set up a company in Vietnam and we have some questions about company formation and need your professional assistance. Please see the details of the company below.

1. Bussiness activities: importing lamps from China and sell locally (mainly in wholesale way, may involve retai business after company registration).

2. Shareholder: Hongkong company; Director: the client wants a nominee director in Vietnam;

Please see my questions below:

1. Could you give us a quotation of company formation(including company set up, bank account opening, tax registration and registered address)
2. How long does it take for company formation, bank account opening and tax registration?

3. For nominee director service, what's your fee for nominee director and agreements (if any) ?

Answer: As your request, we would like to advise as follows:

1.BRIEF SUMMARY OF BACKGROUND AND OUR COMMNETS

Under Vietnam Law on Investment, for FIC, investors (the “Client”) are required to propose an Investment Project initially to obtain Investment Registration Certificate and Enterprise Registration Certificate.

For this purpose, the relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the necessary licenses.

(i) Business sector Import and distribution of imported lamp is classified to conditional investment sector. Then,

Client must satisfy conditions as follows:

- Client is prestigious & effective trader or manufacturing consumer products in their countries shown through incorporation certificate, audited financial statements of two last years, catalog, brochure, certificate (if any);

- The FIC has to have at least one warehouse for storing products;

- The capital injection into Vietnam should be at least 100,000 USD. Charter capital in Vietnam shall very much depend on what the business field you involve. Some industry requires for minimum capital such as real estate, hospital, school, banking etc. Meanwhile, other industries do not. Regarding to import and resale of lamp, Vietnam Law does not impose any minimum charter capital. The amount of 100,000USD is our recommendation based on our best practice in similar previous case. The amount is suggested in order to secure high possibility of success for Client.

(ii) Location of the head office and warehouse Location of the head office shall be considered as the location of Investment Project. Accordingly, the competent authority shall examine whether such locations are in line with the master plan of the province or not.

In order to get the license, the investor must prove that the FIC has the right to use the location through the leasing contracts.

In order to prove such locations are in line with the master plan, the investor has to collect the legal documents oflessors to show out the purpose of such locations are suitable for locating the office and warehouse.

(iii) Legal representative of the FIC Under Vietnamese laws, the FIC can have one legal representative (individual who exercises the rights and fulfills the obligations on when making transactions on behalf of the enterprise, represents the enterprise) or more.

There must always be at least one legal representative that resides in Vietnam. If the enterprise has only one legal representative, such person must resides in Vietnam. In case he/she is absent from Vietnam, he/she must authorizes another person in writing to perform the legal representative’s right and obligations.

(iv) Roadmap for the incorporation of the FIC:

Step 1: Applying for Investment Registration Certificate

 Preparing the application dossier: We shall collect necessary information and documents from the Client. Upon receipt of necessary information and documents from the Client, 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 the Client for comments.

Then, after updating the application dossier based on the Client’s comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for the Client to sign and seal. We anticipate that this phase shall be completed within 7 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 15 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Registration Certificate.

Step 2: Applying for Enterprise Registration Certificate

 Preparing dossier: Based on the information provided by the Client, we will draft and provide the application dossier in both Vietnamese and English for the Client’s comment. Then, after updating the application dossier based on the Client’s comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for the Client to sign and seal. We anticipate that this phase shall be completed within 03 working days

 Submission of application dossier: Within 01 working day from receipt of duly signed and sealed application dossier and after getting the Investment Registration Certificate, 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 for the provincial licensing authority to grant the Enterprise RegistrationCertificate.

Within 2 working days we shall complete the post licensing procedures such as publishing the establishment information of company in National Registration Portal, obtaining seal for the FIC.

Step 3: Applying Business License

 Submission of application dossier: Within 01 working day from receipt of duly signed and sealed application dossier and after getting the Certificate of Enterprise Registration, we shall submit the application dossier to the competent authority.

It shall take about 45 working days from submission of application dossier to the competent authority for the licensing authority to grant the Business License.

However, we would like to note that in case Client setups a retailed sale outlet in Hanoi for conducting retailed sale of lamp and such retaile sale outlet locate out of trading center and/or its scale exceed 500 m2 upward, the licensing process may last longer.

2. THE FEE.