Question: I would like to establish foreign invested company in Vietnam. Please quote.

Answer: We understand that Client requested us to provide legal service proposal for setting up foreign invested company in Vietnam (FIC).

Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.

1. BRIEF INTRODUCTION ON ESTABLISHMENT OF FIC

The establishment of a FIC in Vietnam requires an Investment Registration Certificate and Enterprise Registration Certificate from the licensing authority.

Depending upon the location of the company, the licensing authority may be the Provincial Department of Planning and Investment (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).

In order to setup a FIC, it shall require you to undergo two following steps:

Step 1: Obtainment of Investment Registration Certificate. The Law requires that within 15 working days from submission of the application dossier the competent authority shall have to issue the Investment Registration Certificate for Foreign Investor.

For granting the Investment Registration Certificate, the relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Registration Certificate on the following basis:

• Legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.
• Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.

Step 2: After obtainment of Investment Registration Certificate, Client shall be required to obtain the Certificate of Enterprise Registration.

The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Enterprise Registration for forming the Foreign Invested Company.

2. SCOPE OF WORKS

Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary.

Meanwhile, other works may be required. SB Law shall immediately advise Client the same upon review documents of the case.

However, any additional works shall not fall under the scope of this Legal Service Proposal Letter, but could be provided upon request.

2.1. Preparation of the application documents:

• Notifying application documents required in accordance with Vietnamese law;
• Drafting application documents required for submission purpose 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.

2.2. Licensing procedures:

• Submitting the application dossier to the licensing authority on Client’s 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 Investment Registration Certificate and Certificate of Enterprise Registration

2.3. Post-licensing procedures:

• Placing an announcement on establishment of FIC in data base of company registration;
• Obtaining Seal

Our estimated timeline shall be as follows:

a. Preparing the application dossier: We shall collect necessary information and documents from Upon receipt of necessary information and documents from you, 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 you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 10 working days.

b. Licensing procedures:

• 02 working days from receipt of documents duly signed and sealed from Client, we shall submit the application dossier for starting the licensing procedure. It shall take about 20 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Registration

• 03 working days from receipt of Investment Registration Certificate issued by the competent authority, we shall submit the application dossier for obtainment of Certificate of Enterprise Registration. We shall obtain the Certificate of Enterprise Registration within 05 working days from the submission

c. Post licensing:

• Within 05 working days we shall complete the post licensing procedures such as publishing the FIC in National Database of Enterprise Registration, obtaining seal;

3. PROFESSIONAL FEE

SB Law professional fees for the scope of work as stipulated at Item 2 shall be 4,000USD (Four thousand US Dollar).

The above said service fee is exclusive of 10% VAT, actual cost for translating documents from English into Vietnamese: 10USD/150 words), and accommodation (if Client requests us to travel out of Hanoi or Ho Chi Minh City).