Set-up Branch Office in Vietnam

Foreign entity is allowed to set up branch office in Vietnam to conduct business activities according to the law.

The branch of a foreign business entity in Vietnam (referred as “The Branch”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to enter into contracts in Vietnam and conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

The Branch will need to apply and obtain the establishment license; and have a seal bearing the name of the Branch.

The Branch is permitted to conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

It should be noted that the liability of the Branch is the liability of the foreign entity. The business activity of the Branch has to be consistent with the business activity of the foreign entity. The Branch has to has office address.

Therefore the investor should consider its investment strategy when setting up its Branch in Vietnam.

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Renewal of License for the Establishment of Branches Office in Vietnam

How to extend branch license in Vietnam?

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

-Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;

-A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;

-Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;

-A copy of the license for the establishment of the branch.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

-A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;

-Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;

-Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;

-Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;

-Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

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10 Questions to Ask Before Setting-up Company in Vietnam

Foreigners are encouraged to make investment in Vietnam through direct investment by Setting up company in Vietnam.

However there are restrictions in some cases in regard to investment capital, investment area, special licenses required. The investor is suggested to consult with a law firm in Vietnam for advice and service offering.

Before setting up business in Vietnam, ask yourself the following questions:

1. Which business should I invest in Vietnam?

There are non-conditional investment areas and conditional investment areas. Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding…which are more complicated with investment conditions. Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

2. What should I name the business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name. The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses. For instance, the company could be named Alpha consulting limited liability company.

3. Where should I register the address of the business in Vietnam?

Not every address could be used to register a company. The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

4. What is the legal structure of the company?

Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

5. How much capital is required to set-up a company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

6. Whom will be legal representative and work permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally. The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

7. How long does it take to set-up a company in Vietnam?

It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in conditional investment areas i.e. trading company in Vietnam, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

8. Whom will be granting the investment license in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

9. What are the tax liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0. Import tax varies according to tariff. Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%. Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.

10. What are mandatory reports submissions requirement in Vietnam?

Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually. Foreign companies are also required to have financial audit taken before the financial year end. The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.

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Application requirements for permission for founding of branches of foreign cultural establishments in Vietnam

This content is newly prescribed in the Decree No. 126/2018/ND-CP on founding and operation of foreign cultural establishments in Vietnam.

Under this Decree, foreign cultural establishments operating within the territory of Vietnam that meet requirements for eligibility for permission to found their branches need to prepare a set of documents submitted to the Ministry of Culture, Sports and Tourism, including:

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- Application form for permission to found branches, using the Form 06 appended to this Decree;

- Copy of the Certificate of registration or the License for founding and operation of foreign cultural establishments in Vietnam;

- Performance review report on operations of foreign cultural establishments from the date of issue of the registration certificate or license till the date of establishment of a branch;

- Criminal record (or equivalent document) of the person recommended to be appointed as the branch’s head, which is issued by a competent authority and obtains consular authentication. 

If any document included in the set of application documents is written in any foreign language, a Vietnamese version of such document must be enclosed.

The Decree No. 18/2001/ND-CP will enter into force from the entry into force of the Decree No. 126/2018/ND-CP (November 5, 2018).

Source: Thuvienphapluat

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Austrian federal business chamber to open office in Vietnam

Austria’s main business group will open an office in Vietnam and invite a Vietnamese delegation to visit the European country next year.

This was revealed at the Vietnam-Austria Business Forum attended by visiting Prime Minister Nguyen Xuan Phuc in the Austrian capital, Vienna, Monday.

The forum was organized by the Vietnam Chamber of Commerce and Industry and the Austrian Federal Economic Chamber (WKO), the federal parent organization for the state chambers of commerce and trade associations.

WKO president Harald Mahrer said Austrian businesses are attracted by the potential of the Vietnamese market. He pointed to Vietnam’s status as one of the fastest-growing economies in the world, its increasing number of new businesses and a large population set to reach 100 million soon.

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Vietnam also has a young and well-trained labor force with good entrepreneurship, especially in information technology, which interests many Austrian companies, Mahrer said.

VCCI chairman Vu Tien Loc noted the forum is the most significant event ever between Vietnam and Austria and organized before the E.U.-Vietnam Free Trade Agreement (EVFTA) comes into effect next year.

PM Phuc said the Vietnamese economy has been achieving high growth for the last 30 years and is set to grow by 7 percent this year.

With young people accounting for 65 percent of the population, a growing middle class and a large ratio of people using the internet and smartphones, the country has great potential in e-commerce, he added.

Vietnam climbed from 77th in 2006 to 55th last year in the World Economic Forum’s global competitiveness index, and from 104th to 68th in the ease of doing business index, according to the World Bank.

Pointing to these, the PM encouraged Austrian businesses to invest in high-tech agriculture, agricultural processing, manufacturing, high-tech zones, infrastructure, and tourism in Vietnam.

He said the country is willing to sell stakes in state-owned enterprises in telecoms, banking and securities to capable Austrian investors.

Austria, one of the first western countries to establish diplomatic ties with Vietnam in 1972, was the sixth largest importer of Vietnamese goods in Europe last year.

Bilateral trade was worth over $4 billion last year, up 42 percent from 2016.

In the first seven months of this year Vietnam’s exports to the country reached $2.58 billion, up 47 percent year-on-year, while imports fell 16 percent to $167 million.

As of last August Austrian companies had 31 projects in Vietnam with registered investment capital of $143.9 million.

Source: vnexpress

How ANT Lawyers Could Help Your Business?

To Set up branch office in Vietnam please contact our lawyers in Vietnam for advice via email ant@antlawyers.vn or call our office at +84 28 730 86 529

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