Question: Hope this email finds you well. By way of introduction, my name is Peter and I am a Hongkong citizen.
I came across your firm’s website whilst researching on the internet how to set up a foreign owned LLC in Vietnam.
Just a quick summary, my business partners and I would like to set up a company in Vietnam.
We have a few business ideas (“unconditional” sectors) which we would like to pursue with this WFOE but we are not set on anything yet.
My partners and I are looking into several business opportunities:
1. Import of consumer goods for sale in the Vietnam retail market;
2. Running a kindergarten and provision of child education services;
3. Development of online services and application development such as electronic payments
There will be 3 members of this proposed company, all Singaporean citizens.
But understand the company setup could take a couple of months so I’m trying to prepare ahead.
I would like to understand more what services and advice your firm can provide.
Please let me know how your firm would like to take this forward?
Thanks very much and look forward to hearing from you.
Answer: SBLAW would like to advise as follows:
"Electronic payments / Mobile Wallet" is a conditional business line. In order to register this business line when making company registration, the registered company's charter capital must be at least 50 billion VND (approx. 2 million USD). Sublicense of State Bank of Vietnam is required for operations. Thus, I think we should not add this business line to the mentioned-below NewCo.
In addition, for opening company having business "E-commerce services (E-commerce website)", now the suitable way is open local company first then sell it to foreign investor. Therefore, I kindly suggest the following option (so-called "nominee structure") for your consideration:
Step 1: Opening local company ("NewCo"), e.g. under name of your wife. This NewCo has business lines including "E-commerce services" and "Interior Design Consultancy Services".
Signing legal documents designed for this "nominee structure", i.e. Loan Agreement and Indemnification Agreement.
Step 2: Transferring this NewCo's stake from Local Owner to Foreign Investor. Thus, local company shall be transformed to foreign-invested company.
Step 3: B
efore officially providing e-commerce services, the NewCo has to apply and obtain Business Operation License for "E-commerce services". As well as, it is required the e-commerce website must be notice to or register with Ministry of Industry and Trade for legally operating.
Is this option workable for you, we keep discussing on this.
