Establishing a company or opening a representative office

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Question: I am a Singapore citizen, and we are into coconut oils business.

I am currently base in our branch office in Taiwan.

As part of our expansion plan, we want to start buying coconut oils from Vietnam, for export to our customers in American, Taiwan. We therefore want to consider incorporating a Vietnamese company, to buy from local manufacturers from all over Vietnam, and then do the export on our own.

Can you please kindly advice on the following:

  1. How many type of Vietnamese company can we incorporate (we prefer limited liability, limited by shares, as much as possible?
  2. Can the company be fully owned by foreign citizens with no local shareholders?
  3. What is the minimum number of foreigners, and minimum investment to incorporate this local company?
  4. Can all the directors be foreign citizens, or must we have local citizen to act as directors?
  5. What is the fastest time duration needed to incorporate this company?
  6. What is the total costs and fees involved to incorporate this company?

We understand that instead of incorporating this local company, we can also operate through a “Representative Company”.  Can you please explain what is the benefits and limitations of operating through a Representative Company? Also, it is fast and cheap to set up this Representative Company? How long time duration and what is the costs & fees involved?

Answer: I am Lawyer of SB Law. I was entrusted to provide you legal advice regarding to following issue. Please find our comments here under:

  1. You can either setup Limited Liability Company or Joint Stock Company. However, for setting up a Joint Stock Company, you shall need at least 03 shareholders.
  2. Yes, for purchasing and exporting coconut oil, the company can be fully owned by foreign citizens.
  3. At least 01 person to act as owner of the local company. In this field, we do not set the minimum investment. However, according to our practical experience in the field, 90,000USD as capital shall be acceptable.
  4. Yes, all the directors can be foreign citizens. We only note that at least one person who act as legal representative of the company must reside in Vietnam.
  5. 20 working days for obtaining Investment Registration Certificate; 05 additional working days for obtaining Enterprise Registration Certificate and 30 working days for obtaining business license.
  6. Our cost for setting up such company shall be 4,560USD. The fee is exclusive of VAT (10%), actual cost for translating your documents from English into Vietnamese (10USD/150 words) and for traveling out of Hanoi or Ho Chi Minh City.
  7. You can also setup Representative Office in Vietnam. R.O shall be allowed to act as contact office, to conduct marketing promotion.... Representative Office is not allowed to carry out business purpose. It shall take you about 15 working days to obtain License for setting up Representative Office and our cost shall be 1,760USD. The fee is exclusive of VAT (10%), actual cost for translating your documents from English into Vietnamese (10USD/150 words) and for traveling out of Hanoi or Ho Chi Minh City.


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