Question: There is an enquiry about Vietnam factory setting up. Here are the general information:-
- Client will set up a factory in Đồng Nai Province
- Manufacturing about sport products (martials imported from oversea and sell to oversea afterward)
- Own by a foreign company
If you are able to provide the registration service, we would like to ask about:-
1. The suggested type of Company (e.g. LLC)
2. The requirement of shareholder & director (nationality, number, allow of corporate shareholder or director..etc.)
3. Bank Account setup
4. Other than the Company registration, any others necessary licenses (about import/export, factory and safety registration.etc.)
5. The whole registration process, are the shareholder & director need to travel to Vietnam.
Please kindly provide the quotation, estimate time and document checklist.
Answer: By way of introduction, I’m lawyer of SBLAW Ho Chi Minh City Office. Thank you for contacting us for legal inquiries in Vietnam.
– Quorum: 51% of voting shares
A foreign investor will be able to generally control a JSC with only a 51% stake.
Statutory voting thresholds for members’ council resolutions in an MLLC:
3/ Is it necessary to be present in Vietnam for the company registration, or lawyer can manage it on site when the investor will provide all the necessary documents on-line?
5/ What documents the investor need to provide to SBLAW to start with company set-up?
(1) In case of having 01 foreign Legal Representative, Work Permit and Temporary Residence Card must be apply and obtain for this person; OR
(2) Having from 02 Legal Representatives upward, at least one of them is local and reside in Vietnam.
– Obtainment of a bachelor’s degree or equivalent.
– Having at least three years’ experience in the relevant industry.
– Employment contracts without fixed term in which both Parties do not specify the term and the expiry date of the contract;
– Fixed-term Employment Contracts in which both parties specify the term and the expiry date of the contract within 12 to 36 months;
– Casual employment contracts or regular employment contracts with terms under 12 months.
In case the parties in Employment Contract do not specify the expiry date of the Contract, it shall be classified to the Employment Contracts without fixed term.With the reference to Employment Contract without fixed term, Vietnam Law strictly limits rights of Employer to unilaterally terminate employment contract. Meanwhile, Employee can unilaterally terminate employment contract at any time just by sending a 45 days written notice. We highly recommend employer to clearly specify expiry date of the Contract. However, the expiry date must not exceed 36 months from the signing date of the Contract. Ideally, you specify the expiry date of the Contract not exceeding 12 months from the signing date of the Contract. Then, upon the expiry date, the Company can consider renewing validity of the Contract.
9/ Profit repatriation concerns (if any)
Foreign investors are permitted to remit their profits annually at the end of the financial year or upon termination of the investment in Vietnam. Foreign investors are not permitted to remit profits if the invested company has accumulated losses. In order to repatriate profits, a company must ensure that it has completed the declaration of corporate income tax of the relevant financial year and issued audited financial statements. The company must then report its intention to repatriate its profits to the tax bureau. If, within 7 days, there is no notice from the tax bureau, the profits may be remitted out. Accordingly, after completing their tax obligations to the State of Vietnam, foreign-invested companies are free to transfer profit abroad and shall not be subjected to withholding tax. However, individual investors are still subject to tax. Please kindly be advised by Tax/Accounting Advisor for further details.
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