Setting up a foreign-invested company for whole sale and export products in Vietnam

Question: Now we willing to register our company in other countries to grow our business as per demand of our products and it would be only for Import-Export Trading Purpose. Requested you to let us know the Entire process to register as foreign company with 100% ownership, time period to do entire process, documents, Capital Investment (If any), Govt. Charges, Business Licensing & your fees (Reasonable).

Answer:

We were requested to advice on setting up a foreign-invested company for whole sale and export products in Vietnam. Therefore, we are grateful to present you our Legal Services Proposal for your review and consideration.

1.  BRIEF SUMMARY OF BACKGROUND AND OUR COMMENTS

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 and local manufactured beer products 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.

(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 of lessors 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 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 fromthe 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 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 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 07 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Enterprise

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.

2.     SCOPE OF WORKS

With regards to the establishment of FIC for import and distribution of imported and local manufactured beer products in Vietnam, our scope of work shall be as follows:

The fee for SB Law to perform services as mentioned in 2 above will be as follows:

• For obtaining Investment Registration Certificate: 3,650USD (Three thousand six hundred and fifty US Dollar);
• For obtaining Enterprise Registration Certificate: 550USD (Five hundred and fifty US Dollar);
• The fee is exclusive of VAT (10%) and actual cost for translating your documents from English into Vietnamese (10USD/150 words) and actual cost for travelling out of Hanoi or Ho Chi Minh
• SB Law resever right to re-quote our service fee in case Client would like to setup retailed sale outlet for trading beer products.