Forms of Setting up company in Vietnam

 Forms of Setting up company in Vietnam

According the Vietnam Law on Enterprises, there are four common types of companies:

-Private enterprise

-Partnership

-Joint stock company

-Limited liability company

-Private enterprise is a business run by a single person who is responsible for all of its operations and owns all of its assets;

-Partnership is an organization in which (i) at least two partners co-own the business and operate jointly under a single name; There may be limited partners in addition to general partners; ii) A partnership's general partners must be individuals who are fully responsible for the partnership's obligations with their entire property: iii) Limited partners are only responsible for the partnership's debts up to the amount of their capital contribution;

-Joint stock company is an enterprise where i) Its contract capital is partitioned into equivalent bits known as shares; ( ii) Shareholders may be individuals or organizations; the base number of investors will be three and will not be confined to a specific most extreme number; ( iii) Its shareholders are only responsible for the debts and other property obligations of the company up to the value of their capital contribution; ( iv) Shareholders will be free to transfer their shares in accordance with the law;

-Limited liability company (also known as a single-member or multi-member limited liability company). A one-member limited liability company is an enterprise which is owned by one organization or individual (hereinafter referred to as the company owner); Within the company's charter capital, the owner is responsible for the company's debts and other property obligations. A business is a limited liability company if: i) Members may be individuals or organizations; The number of members in total cannot be more than fifty; ( ii) Individuals are answerable for obligations and other property liabilities of the undertaking inside how much capital that they have resolved to add to the endeavor; ( iii) The members' capital shares can only be transferred in accordance with the law.

ANT Lawyers is a law firm in Vietnam with international standards, recognized by IFLR1000 on Financial and Corporate practice. The firm provides a wide range of legal services, including M&A, corporate establishment, business advisory, tax advisory, dispute resolution for multinational and domestic clients.

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Areas prohibited to set up company in Vietnam

Vietnam encourages investors to set up company in Vietnam

With the public authority's endeavors in working on the venture and business climate, which is good for homegrown financial backers as well as unfamiliar financial backers, Vietnam's monetary, political and social circumstance has consistently stayed stable and accomplished extraordinary advancement, over the course of the time including the post-Coronavirus period, while laying out reciprocal exchange relations with numerous nations the world. In an effort to open up the economy, the government keeps changing its policies to support business development and improve the business environment. Specifically, the public authority resolves to energize unfamiliar financial backers carrying on with work in Vietnam: to start a business, build a factory, or buy shares in a Vietnamese company, or to invest in Vietnam in various sectors that will benefit the economy.

In general, foreign investors are permitted to establish a business and invest in Vietnam. Up until the end of 2022, the capital for Foreign Direct Investment (FDI) registered is USD 439 billion, and the FDI attracted in 2022 alone is USD 27,7 billion. In practice, a significant number of them have established businesses in Vietnam and have made substantial investments in manufacturing and production, real estate, energy, technical fields, wholesale and retail product trading, and other related industries.

Areas prohibited to set up company in Vietnam

It should be noted that the following are prohibited areas of business in Vietnam: i) dealing in illegal drugs; ii) minerals and chemicals are traded; iii) exchanging examples of plants and wild creatures; iv) the prostitution industry; v) buying and selling people, tissues, organs, human hatchlings; vi) human cloning-related business practices; vii) exchanging fireworks; viii) Businesses that provide debt collection services, including debt collection services, which were recently added to the prohibited list in the beginning of 2021 due to the negative social impact that debt collection companies in Vietnam have had.

The general requirement for both domestic and international investors is that they are permitted to engage in business investment activities in trades and industries that are not prohibited by law. The remaining trades and industries are divided into conditional and ordinary business lines, with the exception of the trades that are prohibited from business investment. In normal business lines, financial backers can openly enter without boundaries. Interestingly, contingent business lines set conditions that should be met assuming the financial backers wish to join. Understanding the lawful condition to work in a particular industry and business line is the initial step for financial backers to enter the market to set up organization in Vietnam.

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What Are the Advantage of Foreign Investors in Setting up Business in Vietnam in 2023?

What Are the Advantage of Foreign Investors in Setting up Business in Vietnam in 2023?

Located in an important position of Southeast Asia, Vietnam has a long coastline of more than 3,000 km. With a diverse geographical structure interspersed with mountainous, highland and coastal areas suitable for general economic zones, Vietnam has ideal conditions to develop the trade and tourism industries. When setting up business in Vietnam, investors can enjoy financial advantage such as corporate income tax, import and export tax and land finance incentives.

Incentives on corporate income tax: In recent years, Vietnam has gradually reduced the corporate tax rate (CIT). In the 2004-2008 period, CIT was 28%, in the 2009-2013 period it was 25%, from 2014 to 2015, 22% and from January 1, 2016 until now, 20%. In addition, the provision of high corporate income tax incentives for a number of key fields that need to be encouraged for investment has contributed to attracting investment, encouraging business, creating favorable conditions for enterprises to increase accumulation, increase investment in the economy, and promote growth, hence promoting investors in setting up company in Vietnam.

Import and export tax incentives: The 2016 Import and Export Tax Law has added regulations that high-tech enterprises, science-technology enterprises, science-technology organizations are exempted from import tax on raw materials, materials and components that cannot be produced domestically within 5 years from the date of commencement of production. There are also import and export tax incentives being applied such as:

(i) Exemption from import tax for goods imported for processing for foreign countries and when exporting and returning products to foreign parties, they are exempt from export tax;

(ii) Goods imported for processing that are exempted from tax, goods temporarily imported for re-export and goods being raw materials and supplies in service of the production of exported goods can be extended the tax payment time to 275 days from the date of filing the customs declaration; goods temporarily imported for re-export may be extended the tax payment time to 15 days from the expiration date;

(iii) Exemption from import tax on goods to create fixed assets for investment projects in areas of special investment encouragement, investment promotion fields and investment projects in the locality have difficult socio-economic conditions.

Incentives on land finance: Foreign enterprises investing in Vietnam can be applied adjusted reduce rate (%) calculating the general land rent from 1.5% to 1%. In addition, the State also stipulates the application of the land price adjustment coefficient in determining the land price to calculate the land rent, therefore, making Vietnam increasingly becoming a favourable destination to attract foreign investment and company establishment in Southeast Asia.

In addition, the development of a transparent and consistent investment legal system is increasingly becoming a good tool to promote foreign direct investment inflows into Vietnam in the spirit of the state ensuring the rights of the investors’ ownership, investment capital and other interests of foreign organizations and individuals, creating favorable conditions and simplifying procedures for such organizations and individuals to invest in Vietnam. Compared with the foreign investment laws of some countries in the region, the law on foreign investment in Vietnam is considered by the international public to be more open and attractive, for example applying the form of 100% foreign capital ownership, administrative procedures are simplified, non-discriminatory between Vietnamese enterprises and foreign-invested enterprises. The law has been transforming in the direction of considering investment and business as the matters of enterprises and investors, which the investors have full authority to make decisions from investment projects to the formation and business of the enterprise and that the government only guides, creates an open legal environment, has favorable mechanisms and procedures, supervises and enforce the law.

ANT Lawyers – a law firm in Vietnam will always follow up with authorities for legal update on matters relevant to investment registration or business setting-up in Vietnam.

Source ANT Lawyers: https://antlawyers.vn/library/what-are-the-advantage-of-foreign-investors-in-setting-up-business-in-vietnam.html

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Benefits of Setting Up Company in Ho Chi Minh City

Ho Chi Minh City is considered as Vietnam’s economic hub. During the long history of foundation and development, the city’s economy is growing constantly and motivating the development of the country.

Setting up company in Vietnam

The city is therefore considered as a potential investment environment for domestic investors as well as foreign investors. The investment through establishing companies and conducting business activities in Ho Chi Minh city certainly promises to achieve multiple benefits. These benefits come from the following reasons.

First, Ho Chi Minh City has strategic location advantage in Vietnam. Southeast Asia Region, Ho Chi Minh City is 1,700 km south of Hanoi, 297 km east of Phnom Penh, Cambodia, 881 km east of Bangkok, Thailand.

Food, glass, textiles, paper products, plastics, chemicals, building materials and machinery are produced here. Ho Chi Minh City accounts for 20% of total gross domestic product (GDP), 30% of industrial production and 40% of export products of Vietnam. The city also accounts for 33% of the national budget and 60% of foreign investment flows into the region. In the past few years, the economy have been grown at a rate greater than 10% (6% to 8% nationally).

Second, Ho Chi Minh City is home of  well – qualified, abundant and young human resources.

With a population of more than 8 million, accounting for more than 10% of the total Vietnamese population, Ho Chi Minh City itself has potential employment market to make any business investment. The work force in Ho Chi Minh City was estimated to reach 4.7 million people in 2012, making up more than 50% of the total population of the city. The percentage of trained labor increased from 40% in 2005 to 55% in 2010 and was forecast to reach 70% in 2015. The percentage of labor source holding postgraduate degree is also increasing year by year and most of them tend to stay in the city after holding degrees. Ho Chi Minh City is also home to more than 80 universities and colleges, vocational schools with over 400,000 students providing an abundant trained work force.

With the above – mentioned abundant labor force, any companies set up in Ho Chi Minh City can easily recruit suitable employees in a short time..

Third, the city has modern and high infrastructure system. Namely, when setting up company in Vietnam, the owners will benefit from the modern and comprehensive infrastructure system.

Tan Son Nhat Airport is the largest airport in the country with the capacity to accommodate 20 million people a year. From Tan Son Nhat Airport, there are 50 routes to other countries all over the world such as China, Japan, Korea, Singapore, European countries, etc.

Saigon Port serves as a gateway to the Mekong River Delta, the South China Sea (83 km away from the sea) and the Asia continent. The port has a total area of 500,000 m² with 5 terminals meeting the international standards, and it handles about 8.3 million tons of cargo annually. Throughout the history of foundation and development of Saigon, Saigon Port plays an important role in making Ho Chi Minh City a flourishing trading center. It accounts for a fifth of the nation’s Gross Domestic Product and almost a third of its industrial production.

Ho Chi Minh City is also home to industrial zones. According to the statistics of Cushman & Wakefield, the city has 18 industrial parks that are operating with a total area of 3635 ha. When investing in such industrial zones in Vietnam, enterprises can benefit from various incentive policies such as low rate tax or other incentive policies.

Telecommunication and information technology in the city is modern. The system of post and telecommunication in Ho Chi Minh meets international standard, providing fast, reliable and high quality services such as ADSL, rapid data transfer, wide broadband MAN. The Internet service in Ho Chi Minh city is also among the cheapest in the world.

Besides, the city is also considered the best working conditions. Enterprise will not be fear that it is not enough place for working. The city with the system of offices provide ideal working environment for all investors.

With highly professional staff and great experience in business in Vietnam, ANT Lawyers would like to support you in establish company in Vietnam.

 

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How to Set-up Travel Services Business in Vietnam?

How to Set-up Travel Services Business in Vietnam?

Foreign investor could only set-up joint venture with Vietnam travel agency to set-up travel services business in Vietnam because transport of passenger belongs to investment areas with conditions applied to foreign investor in Vietnam.

10 Questions to Ask Before Setting up Company in Vietnam?

No one could deny that information technology has tremendously changed the way travel services business operates. The use of booking reservation system application on smartphone and internet are widespread that make travel has never been easier.  Foreign investor would be interested to explore the travel services market. However, 100% foreign owned company is not allowed to set-up travel services business in Vietnam. As this investment area is conditional, it is advised that a law firm in Vietnam should be consulted to ensure compliance with local regulations.

The application process and documents requirements are briefly as following:

1. Required documents:

-Application for the International Travel Business License (form);

-Certificate of business registration (copy – certified)

-Business plan for the international travel agency;

-Tour schedule

-Proof of at least 4 years of experience in international travel business operations

-Certified copies of the tourist guides’ cards whereby at least 3 international tourist guides are required

-Confirmation of bank deposit (as per regulations);

-Proof of office premises or legally registered place of business

2. Business License Application Procedure

-Submission of the required documents to the correct authority (Department of Culture, Sports and Tourism of the province/city where the business is headquartered).

-The Department of Tourism of the province/city completes the records of appraisal and submits a written request with the agency’s records to the Ministry of Culture, Sports and Tourism in Vietnam within ten working days from the date of receipt of a valid application. When cases are not eligible for the proposed permit to the state agencies, the provincial tourism department shall cite the specific reasons for refusal. 

-The state management agency of tourism (VNAT – Ministry of Culture, Sports and Tourism) is responsible for reviewing and licensing the international travel business within ten working days from the date of both receipt of the file and written request of the state agency of tourism in the province. In case of refusal, the ministry shall state the specific reasons to the state and provincial tourism authorities

3. Number of records

-Submission to the Department of Culture, Sports and Tourism: 01

-Tourism Authority Filed in: 01

ANT Lawyers, a law firm in Vietnam could offer service to establish company in Vietnam. We assist clients needing legal service in obtaining investment certificate, business registration certificate, or other  licensing procedures.

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How to Set Up Company in Hanoi?

How to Set Up Company in Hanoi?

The Law on investment 2021 has a lot of investment incentive policies in economic sectors in Vietnam for foreign investors.

Foreign investors that invest in Vietnam in general and Hanoi in particular for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted Investment Registration Certificates (“IRC”) and Enterprise Registration Certificate (“ERC”). Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

The investor who wishes to apply for IRC in Hanoi, s/he need to have a possible project which is accepted by the Government (The Department of Planning and Investment of Hanoi City). The dossier on applying for IRC

For Investment Registration Certificate, the investor must prepare the dossier included:

i) An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

ii) A document about the investor’s legal status;

iii) Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

iv) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.

v) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

vi) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;

vii) The business cooperation contract if the investment project is executed under a business cooperation contract;

viii) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

After having the project, the investor needs to apply for Business Registration Certificate, the dossier included:

i) An application for enterprise registration;

ii) The enterprise’s charter;

iii) A list of members of a limited liability company with two or more members or a list of general partners;

iv) A notarized copy of identity card or valid passport of individual member;

v) A notarized copy of the Business Registration Certificate of the organization’s member;

vi) A notarized copy of valid identity card or passport of the organization’s legal representative;

vii) The copy of Investment Registration Certificate.

The time for applying the investment project is 15 working days and the time for applying the company is 03 working days after the date of submitting the valid dossier.

ANT Lawyers, a law firm in Vietnam could offer service to set-up company in Vietnam. We assist clients needing legal service in obtaining investment certificate, business registration certificate, or other  licensing procedures.

 

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Why Da Nang is a Place for Setting up Business

Da Nang has been creating flexible policies, good environments attracting foreign investors setting up company, building factory, and developing service business.

Setting up Business in Da Nang

Da Nang is a social and economic center of central area of Vietnam with the role as the center of industry, trade and tourism and service. It is a seaport city, an important transport hub for the transit of domestic and international transportation. Presently, Da Nang has been rising as a comprehensive and sustainability developing city.

With the advantages of geographical location, people and nature, the leader of Da Nang is planning to build the city becoming a major tourist center of the country, developing tourism industry with entertainment centers and luxury resorts in Vietnam.

In practice, Da Nang has been reducing administrative procedures, creating favorable conditions for investors in obtaining certificate for investment. In the meantime, the city also supports investors understanding the information and maintaining direct dialogue mode with businesses leaders and managers in order to promptly assist any difficulties encountered by investors in the process of project implementation. Da Nang’s leaders are famous in being proactive in providing the latest information about the law in investment, especially information on the process of changing investment certificate… to facilitate the investment plan of the investors whom are investing in Da Nang. For investment projects in infrastructure construction using ODA capital, the city has been quickly implemented the clearance and compensation in time to hand over the project site to the investors as planned.

To ensure the tourism environment and sustainable development, the city focuses on attracting projects in high technology industry, supporting industry and services with high added value i.e. information technology, education, healthcare and logistics…, especially favouring clean and quality projects rather than large projects but are likely to cause environmental issues.

Along with economic development, Da Nang also has activities and measures for environmental protection by investing in building projects to protect and improve the environment such as: modernization the sewer and wastewater treatment system (JICA), building east-west economic corridor (ADB)… to ensure sustainable and long term development of the economy.

An important element for economic development is the local security. Da Nang has done a great job in maintaining public security in order to guarantee investors a stable and safe political, social environment for investors.

It can be seen that Da Nang converges suitable elements and really is a promising land for investors both domestic and international, to invest in entertainment, real estate, tourism, IT, healthcare, education services.

With highly professional staff and great experience in business in Vietnam, ANT Lawyers would like to support you to establish company in Vietnam.

ANT Lawyers – A law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or services request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

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How to Close a Business in Vietnam?

All corporations, companies, partnerships, branch offices, representative offices and other business entities are legal entities in Vietnam which can only be dissolved through formal procedures.

I. What are the major challenges with closing a business in Vietnam?

The main thing to remember throughout the process is that the dissolving company, a branch office or a representative office, one  should pay close attention to the involvement of all key stakeholders, i.e. the employees, customers, creditors, business partners and relevant authorities.

The following are key information to gather for thorough analysis

-Company size in terms of capital and number of employees?

-Enterprise’s business sector?

-Tax invoice usage declaration?

-Annual profit?

-Compliance with tax procedures?

-Administrative violations in the field of taxation?

-Any outstanding tax?

-Tax document filing records?

-Other tax matters?

II. What does the dissolution process involve?

Once an analysis has been through, the next procedures mostly deal with reporting and submitting the relevant documents to the various regulatories and tax authorities at each step of the process, terminating contracts, liquidating assets and settling liabilities, and general administrative work such as returning the corporate seal, registration certificates, and having the company’s name removed from the system of the license authorities.

III) How to prepare document to close a business in Vietnam?

1. Documents submitted to the licensing authority in Vietnam

-Liquidation notice of enterprise;

-Minutes of the meeting of Management Board/ Board of Directors decided on the dissolution of enterprises;

-The company’s decision on liquidation;

-Report on enterprise asset liquidation;

-The list of creditors and the paid debt;

-Documents evidencing that enterprise has fulfilled all of its tax;

-Confirmation on social insurance for employees after the dissolution decision;

-The seal and certificate of seal sample registration.

2. Documents submitted to the tax authority in Vietnam

-Liquidation notice of enterprise;

-Minutes of the meeting of Management Board/ Board of Directors decided on the dissolution of enterprises;

-The company’s decision on dissolution;

-Audit reports and tax settlements;

-The financial statements for the year to date the decision on dissolution;

-The company’s tax liabilities audited by tax authority;

-Verification of tax obligations of the enterprise. 

Closing a business in Vietnam might be a lengthy process and more complicated than setting up a company in Vietnam.  Sometimes, it is important to make a decision to exit and start a new venture.  As a law firm in Vietnam, we do assist clients to close the business, exit the investment and deal with pending issues with licensing authorities including department of planning and investment, department of labour, tax bureau and others.

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