Once a foreign investor wishes to invest in Vietnam, they not only need to be well-informed about investment environment, incentive, labor, State policies, but also need to know about CPC code. Each specific service is fixed with a provisional Central Product Classification (called CPC code) belonging to Central Product Classification of United Nations. In the Schedule of Service Commitment under WTO Commitment, all services which Vietnam commits to open market are listed with CPC code corresponding with international standard.
Investors could check business lines which they wish to invest against the Schedule of Service Commitment under WTO Commitment of Vietnam as well as specialty regulations under laws of Vietnam to define their business lines and consider its practicability.
If this business line was committed to open market with foreign investors, the investors could perform investment into Vietnam. For the business lines not yet committed, Vietnam has full rights on approval or refusal on permitting foreigner investors to carry out investment in Vietnam market. In special cases, Vietnam government could consider the issuance of investment license with the non-committed services based on scale, capital, and location of project, however, Vietnam has full rights to offer conditions that investors must meet before issuance of license, and still guarantee to comply basic principle of GATS (General Agreement on trade service).
Beside business lines, investors also need to pay attention to form and rate of commercial presence in Vietnam. Accordingly, except other regulations at each sector and sub-sector of the Schedule of Service Commitment, foreign company only sets up commercial presence in Vietnam under Joint Venture Company, wholly foreigner-owned company, business cooperation contract, representative office, branch office.
Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation for setting up business in Vietnam.
In order to seek further advice or request service, please contact us at firstname.lastname@example.org or call + 84 912 817 823.
Following the trend of international economic integration, foreigners have been attracted by the benefits of doing business in Vietnam through setting up representative office, setting up company, acquiring shares in Vietnam enterprise through M&A activity.
At the initial stage, foreign entity would try to research market, undertake due diligence on its clients, buyers, clients, or other business partners therefore many will be interested in establishing a representative office in Vietnam.
The foundation of representative office of foreign entity in Vietnam is governed under Vietnam Commercial Law 2005 and Decree 07/2016 / ND-CP dated 25 May, 2016.
Advantages of establishment of a representative office:
Establishing a representative office is a tool to research the market. For the first time, foreign enterprises entering the Vietnam market, the primary purpose is understanding the market, undertaking research on clients, or due diligence on their business partners, distributors, monitoring the performance of buyers and being familiar with the Vietnam market. The establishment of representative office in Vietnam turns out to be the most effective option both of cost and time.
The representative office in Vietnam is an effective tool to promote commercial activity, seeking partners, and increasing opportunities to expand business market in Vietnam.
Representative office form in Vietnam has allowed foreign entity to receive benefits such as recruiting Vietnamese employees, foreign employees working in offices whom could apply for work permit in Vietnam, then temporary residence card in Vietnam, opening bank accounts in foreign currencies or Vietnam dong at commercial banks, and to be allowed to use those accounts solely for their operations.
According to the laws of Vietnam, the establishment of representative offices does not require the investor’s capital. Instead, setting up a company in Vietnam, an economic organization requires capital contribution as per business plan, ranging from USD 50 k to million USD. Sometime, if the investment fall under conditional areas, setting up company seems more challenging. This relieves the foreign trader from advancing too much to achieve the purpose of expanding the market before the business plan has been proved to materialize.
Further, the establishment of representative office follows more simple procedures for licensing in Vietnamthan establishing entity in Vietnam. Accordingly, the process has been taken less time which is more favorable for foreign traders.
Challenges of the establishment of representative office in Vietnam?
Vietnam law provides that, in order to establish a representative office in Vietnam, foreign traders have to prove the fulfillment of the financial responsibility in their country. In practice, the foreign entity is expected to provide audited financial statements. In some countries, the financial audited report is not available according to laws. The Vietnam Department of Trade and Commerce, which state authority would grand representative office operation certificate would require documents showing the fulfillment of tax liabilities or financial obligations of the last fiscal year, or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established. This provision may initially be difficult. However, if the foreign trader has been established and operated legally in their country, the implementation of this provision is not a major obstacle.
As a large potential market such a Vietnam, as well as the current rapid reform in administrative procedures, Vietnam Government has been more flexible to encourage foreign traders doing business in Vietnam, hence the establishment of representative offices is an optimal method to consider for market research, trade promotion and a stepping stone to penetrate the Vietnam market successfully.
The commercial law and other business laws in Vietnam are frequently changing toward attracting more quality investment projects into Vietnam. ANT Lawyers in Hanoi, Da Nang and Ho Chi Minh City continue to follow and provide update to its clients for their smooth operation in Vietnam.
20:27 No comments
According to the civil laws in Vietnam, a citizen’s full name including first name, middle name and last name has been registered at birth in the birth certificate when properly issued. If a Vietnamese wishes to change the name, there must be a legitimate reasons and the process and procedure have to follow Vietnam Civil Code.
Individuals may request competent state agencies to recognize the change of name in the following cases:
a) At the request of person with name which the use such names causes confusion, emotional impact on family, honor, rights and lawful interests of that person;
b) At the request of the adoptive parents about changing names for adoption or adopted child ceases adoption with the adoptive parents or when the birth parents request to regain the name that originally used;
c) At the request of the father, the mother or the child when determining parents of children;
d) Changing the family name of a child from their father’s family name to their mother’s family name or vice versa;
e) Changing the names of persons found their origins;
f) Change the name of the persons which gender is redefined;
g) The other case law on civil registration regulations.
Due to the complexity of the process in some cases, a law firm in Vietnam could help with a service which clients could same time and cost rather than trying to carry out the process themselves.
22:55 No comments
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.
For advice or service request, please contact us via email email@example.com, or call +84 8 3520 2779. To learn more about us, please visit www.antlawyers.vn.
When a foreigner marrying a Vietnamese, this is cross cultural marriage with challenges and complexity in relationships which could be legally difficult. The Vietnam laws on Marriage and Family on marriage and family relations involving foreign elements provide legal grounds to avoid false marriages to gain citizenship or conduct human trafficking.
The following should be taken into consideration when a foreigner marrying a Vietnamese. However due to the complexity, it is suggested family lawyers in Vietnam to be consulted to ensure the correct processes and procedures are carried out in timely manner:
If marriage registration between a foreigner and a Vietnamese belongs one of the following cases, Vietnamese citizen must be consulted by the provincial Marriage Consultancy Center:
i) the age gap between two partners is 20 years or more;
ii) this is the third marriage of the foreign partner, or the foreign partner has gone through a divorce with a Vietnamese citizen;
iii) the partners do not completely understand about the families and backgrounds of each other; about the languages, traditions, customs, cultures, and laws on marriage and families of each other’s country.
After being advised on marriage consultation, Vietnamese citizen will be issued a certificate by Marriage Consultancy Center (hereafter referred to as Certificate) which is part of the application dossier.
When the Vietnamese citizens is fluent in a foreign language or foreigner is fluent in Vietnamese, and the interviews at the Justice Department show that both sides have an good understanding of family circumstances, personal situation, and the understanding of language, customs, traditions, culture, laws on marriage and family in each country, the Certificate will not be needed.
2.Submission for marriage registration
One of two parties would submit directly to provincial Department of Justice of province where the Vietnamese citizen applicant resides. A dossier of marriage registration is prepared including the following papers of each party:
a) The marriage registration declaration (standard form);
b) The papers of marriage status of each party:
Vietnamese shall provide the written certification of marital status issued by the People’s Committee where he/she resides.
Foreigner shall provide the documentary evidence on marital status of foreigners issued by a competent agency of the country of which the applicant is a citizen. In cases where foreign laws do not prescribe the certification of marriage status, it can be replaced by the certification of oath taken by the applicant that he or she concurrently has no wife or husband, in accordance with the laws of those countries; the written certificate of marriage eligibility issued by a competent agency of the country of which the applicant is a citizen (unless laws of this country do not regulate about this document); for foreigners who have already been divorced with Vietnamese citizens at foreign competent agencies, they must submit the written confirmation that the divorce which carried out abroad have been recorded in civil status book as prescribed by law of Vietnam.
c) The medical examination from a Vietnamese or foreign competent health organization, certifying that such person does not suffer from mental diseases or other diseases which make a person incapable to aware or control his/her acts;
d) Copies of personal papers, such as identity card or passport, passport or papers of substitute value such as travel document or residence card;
e) Copies of the household registration book, the temporary residence book (for Vietnamese citizens living in the country); permanent residence card, temporary residence card or temporary residence certificate (for foreigners residing temporarily or permanently in Vietnam).
f) Certificate of Marriage Consultancy Center on marriage to a foreigner that Vietnamese citizens have been given advice for marriage in compulsory cases mentioned above.
All documents provide by parties have to have valuation within 6 months to the date when the dossier is received.
3. Interviews for marriage registration to a foreigner in Vietnam
Within 15 days as from the date of receiving the complete and valid dossiers as well as fees, the provincial Department of Justice shall have the responsibilities to implement the direct interview at head office for both marriage partners in order to check, clarify personal matter, voluntary marriage and extent of understanding each other of both marriage partners.
If the interview result shows that two parties fail to understand status of each other, the provincial Department of Justice shall make an appointment for re-interview; the next interview shall be performed 30 days after the preceding interview.
In cases there are issues which need to be verified, the provincial Department of Justice dshall carry out necessary procedures to verify.
4. Certificate of marriage registration in Vietnam
After interviewing both marriage partners, studying and verifying the marriage registration dossiers, opinions of police agencies (if any), the provincial Department of Justice shall report result and propose settlement of marriage registration to submit to provincial People’s Committees for decision, enclosed with 01 set of marriage registration dossier.
Within 05 working days, after receiving the written submission of the provincial justice department together with the marriage registration dossier, the chairman of the provincial People’s Committee shall sign in the certificate of marriage and return dossier to the provincial Department of Justice for holding the ceremony for marriage registration.
In case refusal for marriage registration, provincial People’s Committees shall have a document clearly stating reasons thereof and send it to the provincial Department of Justice in order to notify both marriage partners.
5. Ceremonies for marriage registration in Vietnam
Within 05 working days, after the Chairman of the provincial People’s Committee signs the marriage certificate, the provincial Department of Justice shall hold ceremony for marriage registration.
The marriage registration ceremony shall be solemnly organized at the office of the provincial Department of Justice. When the marriage registration ceremony is held, both marriage partners must be present. The representative of the provincial Department of Justice shall preside over the ceremony, requesting both parties to state their final intention on voluntary marriage. If they agree to marry each other, the representative of the Department of Justice shall record the marriage in the marriage registers, requesting each party to sign on the marriage certificate, the marriage register and hand over the original marriage certificate to the husbands and wives, each with one certificate.
The marriage certificate shall be valid from the date the marriage registration ceremony is organized as provided. The grant of copies of the marriage certificate from the original registers shall be implemented by the provincial Department of Justice at the requests of the wives or husbands.
On 16 Jan 2017, Vietnam Prime Minister issued Decree 03/2017/ND-CP on casino including investment conditions and procedures of foreign investment in service, tourism, and entertainment with casino, including investment registration of foreign investors, business operation license eligibility, and notable three-year pilot plan that allow the Vietnamese playing in the casino.
Vietnam has allowed investment in the field of casino business and that foreign investors have been in Vietnam since 1995. But it is expected only when Vietnam law makers loosens the regulations on casino and gaming business allowing Vietnamese to come and try luck, foreign investors would be encouraged to invest in constructing real estate, entertainment projects providing services, tourism and entertainment with gaming and casino to serve the entertainment needs of the increasing population of Vietnam, and attract international tourists.
1. Vietnamese will be accepted at casino during three-year pilot
Casino will accept Vietnamese to try luck whom must be at least 18 years of age, with regular income from 10 million / month or more, and no close family ties with the casino business enterprises. Entrance tickets will be at around VND 1 mil (around USD 50) for 24 continuous hours per person or VND 25 million (around USD 1,200) per month per person.
2. Casino Operation
The casino enterprises can only provide casino in one location and such location must be separated from other business areas of entertainment.
3. Investment Registration and Business Operation License investing and operating Casino
Eligible investors wishing to invest and operate service, tourism and entertainment with casino have to make investment a minimum capital of USD 2 billion, and submit plans to manage the negative impacts of casino operations.
Investors meet investment conditions when being granted the investment registration, business certificate and operation license in casino; has disbursed at least 50% of total capital as regulated in the investment registration; layout area for casino business; employ proper casino operation manager; and have plans approved by the authority.
Decree 03/2017/ND-CP will become effective from 15 Mar 2017 and do not affect the organizations which have been granted permission.
Currently casino in Vietnam allows foreigners such as Do Son Casino in Hai Phong, Ho Tram Casino in Vung Tau, Casino Aristo International in Lao Cai, Silver Shore Casino in Da Nang, Casino Royal Quang Ninh, and projects Casino Hoi An, Casino Van Don, and Casino Phu Quoc.
Easing regulations on casino business will help prevent flyout capital of Vietnamese to visit casinos in neighboring countries such as Cambodia, Macao; help better manage the social order in the sensitive entertainment area in Vietnam and attract foreign tourists.
Furthermore, Vietnam hopes to further integrate regionally, and internationally, attract billions of dollars of foreign investment to sustain growth, and make tourism a key sector to further develop. However, Vietnam will also meet challenges arisen in management of smuggling, illegal transportation of foreign currency, gold, silver, precious stones, precious metals, money laundering, high-tech crime and terrorist financing. Further laws will be issued to cope with the changes along the way but the loosen of laws on casino and gaming is needed.
The law s on casino and gaming will be only the beginning of an inevitable trend that attract investment in tourism and entertainment construction project. The laws has been evolving and there will be changes in the coming time which ANT Lawyers in Hanoi, Da Nang and Ho Chi Minh City will monitor and provide relevant updates.
Foreigners working in business set-up in Vietnam are expatriates which are normally required work permit in Vietnam.
As the Vietnam law’s restrictions to encourage employment of local employee over foreign employee, normally, the employment of an expatriate is limited to a managerial position or to a position which Vietnamese employee are not yet qualified.
There are exemption of work permit in Vietnam as following cases:
A capital contributing member or owner of a limited liability company which is registered to operate in Vietnam;
A member of the Board of Management of a shareholding company which is registered to operate in Vietnam;
A chief of a representative office or of a project of an international organization or a non-governmental organization in Vietnam;
The foreigner enters Vietnam for less than three months to offer services;
The foreigner enters Vietnam to work for less than three months or to handle an emergency case and that cannot adequately be addressed within Vietnam;
A lawyer who has received a Certificate for the practice of law in Vietnam granted by the Ministry of Justice;
The foreigner is a student studying and working in Vietnam;
An intra-corporate transferee working in Vietnam;
The foreigner provides expert and technical consultancy services or undertakes other tasks with respect to research, formulation, evaluation, monitoring and assessment, management and implementation of a program or project using official development aid (“ODA”);
The foreigner has a media license issued by the MOFA;
The foreigner is appointed by a competent authority of a foreign country to teach at an international school which is managed by a foreign diplomatic office or an international organization in Vietnam;
The foreigner a volunteer;
The foreigner has a master’s degree or higher or similar qualifications and provides consultancy, teaching, or conducts scientific research at a university or vocational college for a period not exceeding thirty (30) days; or
The foreigner implements an international agreement signed by a Vietnamese government authority, a provincial body or a central socio-political organization.
In order for an expatriate to be exempted from a work permit, the employer must file an application with the provincial labor authority. Chairman of the provincial People’s Committee will be consulted and if approval, he/she will issue a written consent to each employer regarding the employment of expatriate.
In order to ensure compliance in immigration, labor employment, foreign owned enterprises are suggested to consult with employment lawyers in Vietnam. We at ANT Lawyers, a law firm in Vietnam with offices in Hanoi and Ho Chi Minh City would be able to assist clients in employment matters and could be reached at email: firstname.lastname@example.org or office tel: +848 35202779.
21:01 No comments
To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).
Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved. MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam. Foreign investors apply for investment license at MPI which is acting as the contact point. People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.
In case the foreign investor setting-up a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval. Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for settting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.
At ANT Lawyers, a law firm in Vietnam with law offices in Hanoi and Ho Chi Minh City, we are able to assist clients in licensing and post-licensing matters to help clients with all questions and services in setting up and maintaining the company in Vietnam. We could be reached at email: email@example.com or office tel: +848 35202779.
When setting up a trading company in Vietnam, beside other conditions, the foreign investors have to prove experience in trading area. Areas such as banking, financial services, real estate, security services will require minimum investment. Foreign investment lawyers should be consulted for advice on investment licensing matters.
In general, foreign investors making investment in Vietnam are encouraged. However, there are areas although not prohibited, but are “conditional” areas including the project could affect national defense, security, social order and safety; finance and banking; field that affect public health; culture, information, press, publishing; entertainment services; the real estate business; prospecting, exploring and exploiting of natural resources, ecological projects and the environment; education and training, and professional services i.e. legal, accounting, tax…
The conditions required by Vietnam laws on investment toward the foreign investors are business requirements that the investor must meet after the incorporation of the company, not as a condition for receiving the investment license. However, in the case of a foreign investor applies for an investment license for a new project, the law requires that all business conditions must be satisfied before the grant of the investment license.
Conditions that the foreign investors have to meet when investing in conditional business could be related to the forms of the investment, the nationality of foreign investors, the professional expertise of the investor, the scale of investment projects, type of goods and services, time implementation of investment projects.
Although investment is encouraged in Vietnam, there are sectors banned to invest in Vietnam which foreign investors need to be advised and considered when setting up business in Vietnam.
The list of investment sectors banned in Vietnam has been issued with Decree 108/2006/ND-CP dated September 22nd 2006 of the Government on guiding the implementation of some Articles in the Law on Investment.
I. The projects which are detrimental to national defense, national security and public interest
1. Production and processing of drugs
2. Investment in services that secretly investigating infringe upon the interests of the State, the legitimate rights and interests of organizations and individuals.
3. Investment in the fields of private detective and investigation.
II. The projects which are detrimental to the historical places, cultural, ethical, habits and customs of Vietnam
4. The projects built on the campus of the national historical and cultural places, projects that negatively affect the architecture and landscapes of national historical and cultural places.
5. Production of depraved and superstition cultural products.
6. Production of dangerous toys, educational harmful toys that affect to the character and health of children or to the security, social order and safety.
7. Prostitution business, trafficking in women and children.
8. Experimental reproductive cloning in humans.
III. The projects harmful to people’s health, destroying natural resources and destruction of the environment
9. Manufacturing of prohibited chemicals (contact ANT Lawyers for details) (according to the Convention).
10. Production of veterinary drugs, plant protection drugs that are banned or not permitted to use in Vietnam.
11. Production of medicines for human use, vaccines, biologicals, cosmetics, chemicals and pesticides, bacteria which are not permitted to use in Vietnam.
IV. The hazardous waste treatment projects brought from overseas into Vietnam, production of toxic chemicals or the use of toxic agents that are prohibited by the provisions of international treaties
12. The hazardous waste treatment projects brought from overseas into Vietnam, production of toxic chemicals or the use of toxic agents that are prohibited by the provisions of international treaties to which Vietnam is a member.
V. Other investment projects that are prohibited under the provisions of law.
At ANT Lawyers, a law firm in Vietnam with offices in law office Hanoi and Ho Chi Minh City, we are available to assist clients in licensing and post-licensing matters to help clients with all questions and services in setting up and maintaining the company or other form of business entities in Vietnam. We could be reached at email: firstname.lastname@example.org or office tel: +848 35202779.