Establishment of Foreign Invested Company in the field of software in Vietnam

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Question: I am looking forward to advice on procedures for establishing a foreign invested company operating in the field of software in Vietnam. Please quote.

Answer: We understand that Client is now seeking legal advices for establishment of Foreign Invested Company in the field of software in Hanoi, Vietnam (hereinafter referred to as “FIC”). We therefore are grateful to present you our Legal Services Proposal for your review and consideration.


For setting up FIC in Vietnam, Client shall have to undergo following steps:

Step 1: Obtaining Investment Registration Certificate: This step can be completed within 20 working days from submission of required application to the competent authority (for a smooth forward case).

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

Upon applying for setting up FIC, Client shall be required to present its investment proposal in which business goal, expense, investment capital must be clearly explained. Then, based on your investment proposal, competent authority shall review and assess feasibility of the investment proposal.

According to our practical experience in similar previous case, Client should carefully take account on following issue:

  • Head office address: Head office address of FIC must be in compliance with master plan of the City. In this case, FIC shall operate in the services sector, then, there is no strict requirement for head office address. However, you should make sure that the Head office address should not be in a residential apartment. Furthermore, the lessor who signs the Office Lease Contract with you can provide sufficient evidence proving his/her legal ownership to the
  • Capital: In the above said service sector, there is no minimum capital required. However, the investment capital should secure the success possibility of the project. Please also note that you shall be liable to complete capital contribution within 03 months after setting up the


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

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.

Preparation of Agreement between Client anh your Vietnamese partner

·   Liaising with you to discuss the content of Agreement;

·   Drafting Agreement in English and Vietnamese language;

·   Amending the Agreement based on your comments.

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 Investment Registration Certificate and Enterprise Registration Certificate.

Post-licensing procedures:

·   Placing an announcement on FIC on National Portal of Enterprise Registration;

·  Obtaining Seal Sample

Roadmap for carrying out above scope of work can be described in details 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 5 working days. The prepared documents shall then be sent to you for review, signing and seal.

b, 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

c, Obtaining Investment Registration Certificate: Within 20 working days from submission of application dossier to Licensing Agency, we shall obtain Investment Registration Certificate for

d, Obtaining Enterprise Registration Certificate: 02 working days after obtaining Investment Registration Certificate, we shall submit application dossier for obtaining Enterprise Registration Certificate. Within 05 working days from submission of application dossier to Licensing Agency, we shall obtain Enterprise Registration Certificate for

e, Post licensing: Within 05 working days we shall complete the post licensing


The Price for performing the SB Law services as mentioned in item 2 above will be 4,000 USD (Four thousand US Dollar).

Our cost is exclusive of 10% VAT and cost for translating your documents from English into Vietnamese (10 USD/150 words).


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