If the foreign investor would like to set up a foreign invested company in Ho Chi Minh City (hereinafter referred to as the “NewCo”) to provide trade promotion and management consultation service, SB Law would like to have some comments as follows:
It is possible for foreign investor to setup the NewCo in Ho Chi Minh City to provide such above services in Vietnam.
In order to optimize the success in setting up the NewCo as mentioned above, investor should consider following matters:
- The investor must have sufficient financial ability: investor must provide sufficient documents showing that he/she have a stable financial ability to run the business in Vietnam. Accordingly, a good audited financial statement for the most recent year of his/her company shall be highly appreciated. Also, investor should provide a Bank Statement to certify that the current account balance in Bank is sufficient to make the capital contribution into the NewCo as committed.
- The NewCo must be a firm wholly owned by foreign company or a joint venture company established by foreign company and a local partner:
- The capital to put in the NewCo should be at least 200,000 USD. Kindly noted that an amount of 200,000 USD is the investment capital for running the company in Vietnam. Under Vietnam Law, investment capital shall include (i) charter capital and (ii) loan capital. Charter capital is an amount of money that investor has to contribute to the NewCo in Vietnam, and it should be at least 100,000USD. These amount money shall be used for settling expenditures for running the NewCo in Vietnam such as salary for employee, management cost, payment to furniture suppliers and so on. Loan capital is only the amount of money that investor intends to borrow from foreign credit entities to finance for operation of the NewCo.
Procedures for setting up a foreign invested company in Vietnam to provide trade promotion and management consultation services in Vietnam.
As Trade Promotion Service is not mentioned in Vietnam WTO’s Commitment. Thus, the application for establishment of the NewCo must undergo the investment evaluation process. Accordingly, before the Licensing Competent Authorities must consult Ministry of Planning and Investment, Ministry of Finance and Ministry of Industry and Trade to determine whether to grant the investment certificate tocompanyto setup the NewCo or not.
For ease of reference, hereinafter is an overview roadmap of this procedure as follows:
|
Step 1 |
Step 2 |
Step 3 |
Step 4 |
Step 5 |
|
Preparation of application dossier |
Submission of application dossier to Ho Chi Minh City Department of Planning and Investment |
Comments from relevant Ministries |
Ho Chi Minh City People’s Committee grant the amended Investment Certificate |
Publication on News Paper |
|
Comments from relevant Provincial Department |
Time frame
| Step 1 | 5-7 working days from receipt of necessary information and documents from your company |
| Step 2 | 02-03 working days from receipt of signed and sealed documents from your company |
| Step 3 | 1-2 months from submission of dossier to Ho Chi Minh City Department of Planning and Investment |
| Step 4 | 5-15 working days from receipt of comments from relevant competent authorities |
| Step 5 | 03 working days from receipt of amended Investment Certificate |
