Assistance to Set-up Business in Vietnam

Foreign investors could make direct investment in Vietnam through setting up one hundred per cent (100%) capital of foreign investors, or establishing joint venture between domestic and foreign investors, or investing in the contractual forms of: BCC, BO, BTO, and BT.

Types of enterprise for foreign investors to invest in Vietnam are as following:

a) Set-up Limited Liability Company in Vietnam

Limited Liability Company is a form of enterprise which is established by contributing of members. A member shall be liable for the debts and other property obligations of the enterprise within the amount of capital that it has undertaken to contribute to the enterprise.

Limited liability companies are regulated by two types:

– One member Limited Liability Company is an enterprise owned by one organization or individual;

– Limited Liability Company with two or more members is an enterprise owned by organizations or individuals, in which the number of members shall not less than two members and not exceed fifty.

Organizational and management structure of Limited Liability Company normally comprise of a Member’s Council, General Director or Director.

b) Set-up Joint Stock Company in Vietnam

Joint Stock Company is an enterprise which has charter capital divided into equal portions called shares. The minimum number of shareholders shall be three and there shall be no restriction on the maximum number.

Shareholders shall be liable for the debts and other property obligations of the enterprise only within the amount of capital contributed to the enterprise.

Joint Stock Companies may issue all types of securities to raise funds. Founding shareholders must together register to subscribe at least twenty per cent (20%) of the number of ordinary shares which may be offered for sale.

The main difference between Joint Stock Company and Limited Liability Company is the Joint Stock Company can raise funds by offering shares or securities. In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company. Management system of Joint Stock Company is more complicated than Liability Company.

c) Set-up Partnership in Vietnam

A partnership is an enterprise which must be at least two members being co-owners of the company jointly conducting business under one common name. In addition to unlimited liability partners, there may be limited liability partners.

Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all of their assets. Limited liability partners shall only be liable for the debts of the company to the extent of the amount of capital they have contributed to the company.

d) Set-up Representative Office of Foreign Trader in Vietnam

A foreign business entity or a foreign trader is allowed to establish Representative Office in Vietnam.

Representative office of a foreign business entity in Vietnam (referred as “Representative Office”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to survey markets and to undertake a number of commercial enhancement activities permitted by the law of Vietnam.

Representative Office will need to apply and obtain the establishment license; and have a seal bearing the name of the representative office.

Representative Office is not allowed to directly conduct profit making activities in Vietnam (i.e: the execution of contracts, direct payment or receipt of funds, sale or purchase of goods, or provision of services), but the representative Office is permitted to

-To operate strictly in accordance with the purposes, scope and duration stated in the license for establishment of such representative office;

-To rent offices and to lease or purchase the equipment and facilities necessary for the operation of the Representative Office;

-To recruit Vietnamese and foreign employees to work for the Representative Office in accordance with the law of Vietnam;

-To open accounts in foreign currency and in Vietnamese Dong sourced from foreign currency at banks which are licensed to operate in Vietnam, and to use such accounts solely for the operation of the Representative Office.

e) Set-up Branch of Foreign Trader in Vietnam

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.

f) Investment by Signing Contracts in Vietnam

Business co-operation contract (BCC) means the investment form signed between investors in order to co-operate in business and to share profits or products without creating a legal entity.

Build-operate-transfer contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; and, upon expiry of the duration, the investor shall, without compensation, transfer such facility to the State of Vietnam.

Build-transfer-operate contract (BTO) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall grant the investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

Build-transfer contract (BT) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall create conditions for the investor to implement another project in order to recover the invested capital and gain profits or to make a payment to the investor in accordance with an agreement in the BT contract.

Foreign investors may sign BOT, BT and BTO contracts with a competent State body to implement infrastructure construction projects in Vietnam. Typically, the contracts are for projects in the fields of transportation, electricity production, water supply, drainage and waste treatment.

The rights and obligations of the foreign investor will be regulated by the signed BOT, BT and BTO contract. The Government encourages both public- and private-sector investors to participate in BOT, BTO and BT in the following sectors:

(i) Construction, operation and management of brand-new infrastructure facilities; and

(ii) Renovation, expansion, modernization, operation and management of the existing infrastructure facilities such as:

• Roads, bridges, tunnels, and ferry landings;

• Railway bridges and railway tunnels;

• Airports, seaports and river ports;

• Clean water supply systems; sewage systems;

• Wastewater, waste collecting and handling systems;

• Power plants and power transmission lines;

• Infrastructure works of health service, education, training, career training, culture, sport and offices of State agencies; and

• Other projects as may be determined by the Prime Minister

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Vietnam – Singapore Industrial Park Company Limited (VSIP) Surveyed Investment in Quang Tri

Chairman of Quang Tri Provincial People’s Committee, Mr Nguyen Duc Chinh just had a meeting with the delegation of Vietnam – Singapore Industrial Park Limited Company (VSIP) led by Mr Anthony Tan, Deputy General Director of VSIP, representing VSIP (Singapore) – Amata (Thailand) – Sumitomo (Japan) as the leader.

On this occasion, Mr Anthony Tan, Deputy General Director of VSIP informed the leaders of Quang Tri province about the project of developing industrial parks and urban areas in VSIP at Quang Tri. According to representative of VSIP, currently the joint venture of investors VSIP – Sumitomo – Amata has selected contractors to survey the terrain and geology of the regions and soon have results to report to the Provincial People’s Committee.

On behalf of the provincial leaders, Chairman of Quang Tri Provincial People’s Committee thanked the delegation of VSIP – Sumitomo – Amata Joint Venture investors for visiting Quang Tri province. At the same time, in 2019, Quang Tri province will celebrate the 30th anniversary of the re-establishment of the province. Therefore, the provincial leaders have directed the branches and authorities to make efforts to work together with investors to start or inaugurate projects to celebrate this important event.

Regarding the investment plan for the infrastructure development project of industrial parks and urban areas in Quang Tri, Chairman of Quang Tri provincial People’s Committee wishes that the join venture of VSIP (Singapore) – Amata (Thailand) – Sumitomo (Japan Version) makes more efforts to start the project as soon as possible.

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FDI into Vietnam Increased Sharply in January 2019

According to the report of the Foreign Investment Agency, the Ministry of Planning and Investment, in January 2019, the total newly registered, increased and contributed capital to buy shares of foreign investors reached 1.9 billion USD, increase by 51.9% over the same period in 2018. It shows that foreign investors are very interested to invest in Vietnam

In particular, foreign direct investment (FDI) from the beginning of the year until January 20th 2019 had 226 new licensing projects with a registered capital of 805 million USD, increase by 36.1% in the number of projects and increase by 81.9% in registered capital compared to the same period in 2018.

Besides, there are 72 licensed projects from previous years registered to adjust investment capital with an additional capital of 340.3 million USD, decrease by 25.5% compared to the same period last year. Thus, the total newly registered and additional registered capital reached more than 1.145 billion USD, increase by 27.3% over the same period in 2018.

In the month, there were 489 turns of capital contribution and shares purchase of foreign investors with a total capital contribution of 761.9 million USD, increase by 114% compared to the same period in 2018; In which, there are 72 turns of capital contribution and share purchase to increase the charter capital of the enterprise with the value of 384.91 million USD and 417 turns of foreign investors buying domestic shares without increasing the capital, valued at 376.97 million USD.

Also in January, the realized FDI capital was estimated at over 1.55 billion USD, increase by 9.2% over the same period in 2018.

Export of foreign investment sector (including crude oil) reached 13.58 billion USD, equaling 94.9% compared to the same period in 2018 and accounting for 67.9% of export turnover. Export excluding crude oil reached 13.4 billion USD, equaling 95% over the same period in 2018 and accounted for 67% of export turnover.

According to the Foreign Investment Agency, FDI capital of new projects in the month focused mainly on processing and manufacturing industries with a registered capital of 591 million USD, accounting for 73.4% of the total new registered capital; Transportation and warehousing industry reached 65.3 million USD, accounting for 8.1%.

Water supply, waste management and handling activities reached 59.2 million USD, accounting for 7.4%; the remaining sectors reached 89.5 million USD, accounting for 11.1%.

From the beginning of 2019, Japan has poured investment capital of nearly 364 million USD, accounting for 19% of the total investment, leading 51 countries and territories with investment projects in Vietnam. The proof is that the Kyoshin Limited Liability Company (Vietnam) granted an amended investment registration certificate dated January 17th 2019 to increase its investment capital by 134.7 million USD.

This is a project invested by Japanese investors in Ho Chi Minh City since 1995 with the goal of manufacturing, processing and exporting electrical components, molds.

Or as Katolec Global Logistics Vietnam project, which was invested by Katolec Corporation (Japan) with a total investment of 65 million USD with the goal of warehousing and storing goods in Ha Nam; Sews-Components Vietnam Factory II project, with a total registered investment capital of 64.89 million USD, invested by Japanese investors in Hung Yen…

Ranked no.2 is Korea with a total registered investment capital of 349.1 million USD, accounting for 18.3% of the total investment capital in Vietnam. China ranked third with total registered investment capital of 307.8 million USD, accounting for 16.1% of total investment capital.

Regarding investment location, foreign investors have invested in 39 provinces and cities, of which, Ho Chi Minh City attracts the most foreign investment with a total registered capital of 745.7 million USD, accounting for 39.1% of total investment capital.

Binh Duong ranked second with total registered capital of 240 million USD, accounting for 12.5% of total investment capital. Hai Duong ranked third with total registered capital of 125.7 million USD, accounting for 6.5% of total investment capital.

In January 2019, there were 4 projects granted certificates of investment registration abroad with total investment capital of Vietnam of 1.05 million USD; in which, there are 2 projects in the field of retail and wholesale with total investment capital of Vietnam is 600 thousand USD, accounting for 47.9% of total investment capital.

The remaining two projects are in the field of professional science, technology, information and communication activities. Countries receiving investment from Vietnam in January 2019 are Singapore, Finland, Japan and the United States.

Also in January 2019, there was 01 project to adjust investment capital with an additional investment of 200,000 USD in Vietnam. In general, in January 2019, the total investment capital of Vietnam to abroad and newly granted increased by 1.25 million USD.

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Japanese Investment Flows into Vietnam Packaging Production

Vietnam Artpresto factory, 100% Japanese capital, specializing in packaging production with a total investment of 5 million USD was started in Chau Son Industrial Zone, Ha Nam province right in the first week after the Lunar New Year holiday.

This event once again shows that packaging is still the field that attracting capital, especially when the major manufacturing industries, from manufacturing and agriculture, are on the rise, leading to the need to use bags.

The Artpresto Vietnam packaging factory, invested by Artpresto Vietnam Company (belonging to Bandai Namco Group), with the goal of producing high quality packaging products.

Once completed, Artpresto Vietnam factory will operate with a capacity of nearly 40 million products/year.

Artpresto Company was established in 1983, in charge of packaging design, product design, and trading printing products of Bandai Namco Group. Artpresto’s total revenue in 2018 is about 8 billion yen.

According to general director of Artpresto Vietnam Company, when operating, the factory in Vietnam will contribute to improving the supply chain of high-quality packaging products for the Japanese and Vietnamese markets.

Not to mention customers, the demand of Bandai Namco Holdings – the parent company of Artpresto is very large, so the factory in Vietnam will be a significant packaging supply channel for the Group. And yet, in the calculation of this group, Artpresto Vietnam will be the first development of Bandai Namco to the Vietnamese market in particular, and the foundation of development in the Southeast Asian market in general.

This can be understood, when doing good business in Vietnam, capital will be poured to expand, increase production and catch up business opportunities.

Earlier, in mid-2018, United Packaging Co., Ltd. was also belong to a Japanese investor – Oji Holdings Corporation, had poured capital to build a factory located in Tan Phu Trung Industrial Park (Cu Chi district, HCMC), on an area of 5 hectares, with a total investment of more than 15 million USD.

United’s factory specializes in manufacturing paper products such as high-end packaging used in the food industry and goods labels.

It is known that Tan Phu Trung Packaging Factory is the 6th project of Oji Holdings Corporation in Vietnam, after projects in Hai Phong and Ha Nam and is the 31st factory of this group in the Southeast Asia region.

With the current growth rate of 10-15% per year, the Vietnamese packaging and processing industry is considered to be quite attractive to suppliers of machinery and equipment operating in the industry, as well as the trend of foreign enterprises expanding investment and acquiring businesses operating in this field.

Packaging is a product rich in types and designs, so packaging materials are also rich and diverse. Packaging materials in Vietnam are mainly plastic, paper, carton, metal and glass. It is estimated that the whole industry will grow by 25% in 2019.

According to the forecast, economic sectors mainly from food, pharmaceuticals and cosmetics will grow 2-digit in the period from now to 2025, so packaging has a good opportunity to develop, including packaging industrial and agricultural packaging. The problem is that business owners need to develop clear strategies, identify core values, strengthen effective management solutions, find appropriate technology equipment…

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Assistance in Setting-up Business Venture

Foreign investors could make direct investment in Vietnam through setting up one hundred per cent (100%) capital of foreign investors, or establishing joint venture between domestic and foreign investors, or investing in the contractual forms of: BCC, BO, BTO, and BT

Types of enterprise for foreign investors to invest in Vietnam are as following:

Limited Liability Company 

A limited-liability company may not issue securities to mobilize capital.

Joint Stock Company

The main difference between Joint Stock Company and Limited Liability Company is the Joint Stock Company can raise funds by offering shares or securities. In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company. Management system of Joint Stock Company is more complicated than Liability Company.

Partnership

Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all of their assets. Limited liability partners shall only be liable for the debts of the company to the extent of the amount of capital they have contributed to the company.

Representative Office of Foreign Trader

Representative Office is not allowed to directly conduct profit making activities in Vietnam (i.e: the execution of contracts, direct payment or receipt of funds, sale or purchase of goods, or provision of services)

Branch of Foreign Trader

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.

Investing by Signing Contracts

Business co-operation contract (BCC) means the investment form signed between investors in order to co-operate in business and to share profits or products without creating a legal entity.

Build-operate-transfer contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; and, upon expiry of the duration, the investor shall, without compensation, transfer such facility to the State of Vietnam.

Build-transfer-operate contract (BTO) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall grant the investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

Build-transfer contract (BT) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall create conditions for the investor to implement another project in order to recover the invested capital and gain profits or to make a payment to the investor in accordance with an agreement in the BT contract.

Foreign investors may sign BOT, BT and BTO contracts with a competent State body to implement infrastructure construction projects in Vietnam. Typically, the contracts are for projects in the fields of transportation, electricity production, water supply, drainage and waste treatment.

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Which area of business foreign investors could invest in Vietnam?

Recently, Vietnam has been an attractive investment destination to foreign investors thanks to the social-economic innovation policy from the early 80s of the twentieth century to the present. The economic, political and social situation always keeps stability and achieves remarkable developments, establishing trade relations with most countries in the world. Especially, Vietnam Government has been focusing efforts to improve the investment and business environment, which is favorable for not only domestic investors but also foreign investors. The Government has been issuing policies to improve the business environment, support business development and take decisive actions through resolutions and legal documents.

In addition to continuing to implement incentive policies to attract foreign investment such as corporate income tax exemption and reduction, import tax exemption for a number of industries, exemption from rent and land use,…the Government is also committed to reform administrative procedures to simplify procedures, create the best conditions for investors, and opening the economy for foreign investors.

Foreign investors, when investing in another country, must identify their business lines and areas of business, and consult with experts or Vietnam lawyers whether that business line is subject to any special conditions. There are areas with out conditions of investment and but there are also industries that are restricted from doing business under strict conditions, and even prohibiting business in specific professions on purpose.

In Vietnam, the investors of Vietnamese are free to do business in area which which is not in the list of prohibited. For foreign investors, the business lines allowed to invest are considered based on Vietnam’s WTO Commitments on Trade in Services and the Agreements signed between Vietnam and other countries. After that, business conditions in each specific industry to foreign investors will be applied.

General conditions applied to domestic and foreign investors are that investors are entitled to carry out business investment activities in industries and trades which are not prohibited by laws. The industries and trades banned from business investment include: trading in narcotic substances; trading in some toxic chemicals, precursors, minerals; trading in specimens of wild plants and animals according to the provisions of Appendix 1 to the Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of endangered, precious and rare wild animals and plants of Group I originated from nature according to the provisions of the Investment Law; trading in prostitution; buying and selling people, tissues, body parts; business activities related to asexual reproduction on people; and trading in firecrackers.

Apart from the above-said prohibited business and investment lines, the remaining industries and trades are divided into conditional business lines and common business lines. For common business lines, investors can freely invest without barriers. By contrast, conditional business lines impose conditions that must be met if organizations wish to invest. 

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What are common investment methods in Vietnam?

In Vietnam laws, there are a number of investment methods such as establishing economic organizations; investment in the form of capital contribution, purchase of shares or capital contributions in business organizations; Business Cooperation Contract or Public Private Partnership. Investment in establishing economic organizations, capital contribution, purchase of share or capital contributions are most common in our opinion.

Investment in establishing economic organizations

For investment in the establishment of economic organization, an investor invests capital to carry out the establishment of an enterprise, cooperative, cooperative union or other organization to carry out business investment activities. This is a way of direct investment in which investors directly invest capital and directly participate in management activities.

Forms of establishment of economic organizations include two types: Establishing company with 100% foreign capital; or establishing joint ventures between domestic investors or the Government of Vietnam with foreign investors.

Before establishing an economic organization, the foreign investor must have an investment project and carry out the procedures for the grant of an investment registration certificate. Besides, the conditions for the charter capital ownership and the conditions prescribed by international treaties to which Vietnam is a member need to be met. Regarding charter capital, foreign investors are allowed to hold unlimited ownership in economic organizations, except for cases where the investors operate in fields related to listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities; State owned enterprises equitized or transformed under other forms. In addition, investors must check international treaties to which Vietnam is a signatory.

It should be noted that depending on the amount of investment capital of a foreign investor, the legal status of an economic organization after its establishment will be determined differently. If the foreign investor holds 51% or more of charter capital, the economic organization after its establishment will have to carry out the procedures applicable to foreign investors. Conversely, if foreign investors hold less than 51% of the charter capital, the regulations applicable to economic organizations after their establishment are applied as domestic investors.

Investment in the form of capital contribution, purchase of shares or capital contributions in business organizations

Foreign investors who wish to access the Vietnamese market but do not want to establish an economic organization can contribute capital, buy shares or buy capital contributions to business organizations operating in Vietnam.

With this form, the investor will become a member or shareholder of that economic organization. It requires investors to meet a conditions similar to the form of establishment of economic organizations. Having said that, it must meet the conditions for the charter capital ownership and the conditions prescribed by international treaties to which Vietnam is a member. Depending on each specific case, the investor must follow the procedures for registration of capital contribution, purchase of shares or capital contribution in an economic organization and send to the competent agency for recognition of legal investment.

Understanding the regulations are important for investors to enter the Vietnam market and consulting with Vietnam lawyers would help investors make informed decision for their business plan in Vietnam.

Let us know if you need legal help. ANT Lawyers, your lawyers in Vietnam.

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British Investors Proposed to Invest in Wholesale Market in Gia Lai

Chairman of Gia Lai Provincial People’s Committee has just had a meeting and worked with Chairman of the Board of Directors of TKV Holdings International (United Kingdom), coming to survey and find out investment opportunities to set up business in Vietnam and in particular set up wholesale market project in Gia Lai province.

At the meeting, representatives of TKV Holding International Cooperation Joint Stock Company expressed their interest in building wholesale market; electronic portal of wholesale market without managers; strategic product identification; advising on the province’s strategic product identification in the global value chain (building national product images) and Gia Lai province’s product consumption plans.

The representative of the company also assessed that Gia Lai is a potential province and if implemented, the wholesale market model in Gia Lai will also have its own characteristics; At the same time, asking the province to provide additional issues related to regional planning and sector planning; local determination and orientation of Gia Lai province for the participation of enterprises in implementing this wholesale market model.

At the meeting, Chairman of Gia Lai Provincial People’s Committee Vo Ngoc Thanh also raised a number of issues for the unit to learn investment such as the project scale of the wholesale market, the need to connect between the wholesale market and the people. production if the model is deployed in Gia Lai.

Chairman Vo Ngoc Thanh expects TKV Holdings International Cooperation Joint Stock Company will soon agree with the province on how to do as well as speed up the implementation plans of this project. At the same time affirmed Gia Lai’s determination and will create favorable conditions for the unit through the Department of Planning and Investment to promote investment in implementing the wholesale market project in Gia Lai province in the early period. Best.

At the meeting, Chairman of Gia Lai Provincial People’s Committee also raised a number of issues for investors such as the project scale of the wholesale market, the need to connect between wholesale market and producers if the model is implemented in Gia Lai.

Chairman of the province expects TKV Holdings International Cooperation Joint Stock Company will soon agree with the province on how to do as well as speed up the implementation plans of this project. At the same time affirmed Gia Lai’s determination and will create favorable conditions for the unit through the Department of Planning and Investment to promote investment in implementing the wholesale market project in Gia Lai province in the shortest time.

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Set-up Joint Stock Company in Vietnam

Joint Stock Company is an enterprise which has charter capital divided into equal portions called shares. The minimum number of shareholders shall be three and there shall be no restriction on the maximum number.

Shareholders shall be liable for the debts and other property obligations of the enterprise only within the amount of capital contributed to the enterprise.

Joint Stock Companies may issue all types of securities to raise funds. Founding shareholders must together register to subscribe at least twenty per cent (20%) of the number of ordinary shares which may be offered for sale.

The main difference between Joint Stock Company and Limited Liability Company is the Joint Stock Company can raise funds by offering shares or securities. In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company. Management system of Joint Stock Company is more complicated than Liability Company.

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Da Nang – Japan Signed a Memorandum of Establishing Cooperative Relations between Da Nang city and Kisararu city

On July 26th, 2019, representatives of Da Nang City People’s Committee and representatives of Kisararu city, Japan signed a Memorandum of establishing cooperative relations between the two cities, to promote business and investment in Vietnam.

The content of the Memorandum include the discussion of the experience and cooperation in the investment attraction of the two cities. In addition, the parties committed to create the most favorable conditions for the investors of the parties to explore the market and invest in each city. In addition, Da Nang City pledged to regularly hold periodic local seminars to introduce investment opportunities, potentials and investment areas.

In addition, the parties are committed to supporting each other in introducing each other’s information to the businesses of the parties. The parties also proactively proposed organized Vietnam-Japan cultural exchange activities, aimed at promoting the culture and tourism of the two cities and promoting the labor exchange of the two parties. Kisarazu City will assist Da Nang City in training Japanese interpreters and the parties will make efforts to organize exchange programs for students and students to enhance mutual understanding.

Da Nang City and Kisarazu City starts to cooperate as well as sign the Memorandum in an extremely favorable time, promising to bring good results in the future. Danang wishes that in the coming time, the two cities’ Governments will cooperate more strongly in exchanges and exchange of experiences on urban management and personnel training.

It is the most favorable time for Japanese investors to invest in Da Nang. The Memorandum is the first step for Japanese investors to research the market and invest in Da Nang in the future through foreign direct investment projects to be carried out in Vietnam.

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Conditional Investment Sectors and Investment Conditions in Vietnam

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.

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How to Establish a Company in Vietnam?

Foreign investors may invest in the form of 100% capital to establish a limited liability company, joint stock company, partnership company or other forms in investment in Vietnam.

Foreign investors that invest in Vietnam 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. Investment certificates shall concurrently be business registration certificates. Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

A project dossier for establishing a company in Vietnam shall comprise:

-Registration/Request for issuance of Investment Certificate;

-A report on financial capability of the investor;

-Draft of the company’s charter;

-List of members of company;

-Copy of the people’s identity card, passport or other lawful personal certification, for individual members;

-Copy of the establishment decision, business registration certificate or other equivalent document, for member organizations;

-Copies of the authorization document, the people’s identity card, passport or other lawful personal certification, for authorized representatives.

-Copies of the business registration certificates of the foreign member organizations must be authenticated within three months before the date of submission of the business registration dossier by agencies where such organizations are registered;

-Written authorization of the investor in case investor is organization and valid copy of the lawful personal certification of the authorized representative. Documents in foreign languages must be translated into Vietnamese, notarized and legalized;

-The joint-venture contract or Business Cooperation Contract (BCC);

-Other documents required by Vietnam law.

The establishment of a company in Vietnam would take from 30 days. The extra time might be needed in case the investment area is conditional or the State government needs to examine the investment project. Minimum capital, special licenses or other conditions might be required in certain investment projects.

The law on investment constantly changes which ANT Lawyers will monitor and provide relevant update.

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The 66th Asian Business conference in Danang

On July 4th, 2019 the People’s Committee of Da Nang organized the 66th Asian Business Conference about business cooperation between Vietnam and Japan. Representatives of 60 Vietnamese enterprises and 130 enterprises from Japan attended showing intersts in economic cooperation.

The representatives of Japanese companies provided many useful information about business investment cooperation opportunities in the fields of information technology, high technology, health, education …After 45 years from the establishment of diplomatic relations, Japan has become one of the Vietnam’s leading partner in many areas, becoming the largest ODA provider, and the second largest FDI investor in Vietnam.

Japan is leading countries investing in Da Nang with more than 180 projects and the total investment capital is nearly 890 million USD, focusing on the fields of industrial production, high technology, services, real estate and travel. The Da Nang’s enterprises in supporting industries, IT, textiles, fisheries, education … are always willing to cooperate with Japanese partners to expand markets, access technology and new management system.

It is obvious that Japan is one of strategic partners, a key market with strong financial and public potential, including high-tech industry, information and communication technology and supporting industries as well as services and education sectors. The city government always strives to create favorable conditions for Japanese investors to establish and implement effective projects, as well as implement solutions to improve the city’s investment environment such as infrastructure construction, high-tech parks and centralized information technology zones, planning new industrial parks with attractive investment preferential policies, promoting administrative procedure reforms and focusing on human resource training qualified, skilled … to meet the demand of the investors.

The Conference creates opportunities for interaction and discussions between Vietnamese enterprises and Japanese enterprises, between Da Nang city and investors in area of manufacturing, construction, healthcare, tourism, education, science and technology.

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Da Nang to Cooperate with Singapore in Foreign Direct Investment

On July 19th,2019, Da Nang City People’s Committee held a “Singapore-Danang Investment Connection Seminar”, which leaders of the city’s departments and sectors met many major companies from Singapore under the Singapore Business Federation and Singapore Business Development Agency’s arrangement with purpose of seeking investment opportunities in Da Nang taking advantage of the dynamic city which investors from Singapore could set up company and make direct investment.

Singaporean businesses appreciated the model of building and developing the smart city of Da Nang and the achievements in socio-economic development of Da Nang in recent years, including digitizing government and protecting the environment in Da Nang.

Singapore is well-known as a country that has developed strongly in socio-economic achievements, has plans for environmental protection, pollution treatment, high-tech development and tourism. These are the business lines that Danang needs to develop for the purpose of building the city in the future.

Currently, many Singaporean businesses have chosen Vietnam as an investment destination and are willing to cooperate with Danang in many business lines such as banking finance, education, information technology, etc. The leaders of Da Nang always appreciate Singapore’s experience of building smart country, innovation and start-up businesses; at the same time, they emphasized that Singapore is a potential market that Da Nang city focuses on investment promotion in the coming time.

Singapore is the 4th country in total of FDI investors in Vietnam, the total investment capital in the first 6 months of 2019 from Singapore is 2.119 million USD and is the 3rd largest country in terms of FDI in Vietnam, with a total investment capital is 49,161 million USD. Investors invested in many business lines such as manufacturing technology, wholesale, retail, information technology,

Da Nang wishes to attract many Singaporean investors who will choose the city as the place to invest in the future. The leader of the city always strives to create the best conditions for Singaporean investors to invest in the city, in order to achieve socio-economic development in the future.

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How Foreign Investors Comply with Reports Submissions in Vietnam

Foreign investors setting up business in Vietnam have to comply with statistics report submissions according to Vietnam laws. To ensure compliance, corporate lawyers should be consulted to ensure compliance with reports applicable to foreign owned enterprises in Vietnam.

As the current regulation, foreign owned enterprises are obliged to submit monthly, quarterly, six month and annual reports to the Vietnam Department of Statistics or State agency for foreign direct investment of respective province or city.

Monthly reports are applicable to businesses and projects operating in the industry: mining, processing industry, electricity, gas, water supply, waste disposal, water treatment, information and communications, real estate, transport, warehousing, trade and services.

Quarterly reports are applicable to businesses and projects operating in agriculture, forestry and fisheries, construction;

All foreign owned enterprises have to report every 6 months on employment and income of the employee;

On annual basis, all foreign owned enterprises have to submit reports on the identification information of the business; financial indicators reflecting business results including revenue by business lines, taxes, fees, expenses, and profit; and capital investments made during the year by investment sources and investment category.

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Vietnam Loosen Laws on Casino and Gaming Allowing Vietnamese to Try Luck

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 laws 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.

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Conditional Business Lines Under Law on Investment in Vietnam

Law on amendment and supplement to Article 6 and Annex 4 on the list of conditional business lines stipulated in the Law on Investment has been ratified by the 14th national assembly of the Socialist Republic of Vietnam at the second meeting session dated November 22nd, 2016.

Accordingly, pursuant to the constitution of the Socialist Republic of Vietnam, the National Assembly issues the list of conditional business lines stipulated in the Law on Investment no. 67/2014/QH13.

The enterprises which are established to operate in the area of conditional business have to comply with conditions regulated by law before conducting business operation in Vietnam.

Foreign investor if wishing to set up company in the conditional areas has to meet additional investment conditions depending on international treaties, WTO commitment by Vietnam, and other specialized laws in Vietnam. It is advised that the foreign investor to contact Vietnam law firms to be advised on the establishment of company in Vietnam to receive the proper legal advice.

We are listing the conditional business lines for the reference below.

No. LINES OF BUSINESS

1. Manufacture of seals

2. Sale (and repair) of combat gear

3. Sale of fireworks other than firecrackers

4. Sale of camouflaged software and equipment used for audio and video recording and positioning;

5. Paintball gun business

6. Sale of military equipment and military goods for the use of the armed forces, military weapons, specialized military equipment and vehicles for the use of the army and police; special military components, accessories, materials and equipment and military engineering

7. Pawning services

8. Massage services

9. Sale emergency signaling devices

10. Debt collection services

11. Security services

12. Fire safety services

13. Lawyer’s practice

14. Notary’s practice

15. Judicial assessment in the fields of finance, banking, construction, antiques, relics, copyrights

16. Auctioneering services

17. Commercial arbitration services

18. Bailiff’s practice

19. Liquidation and safeguarding of assets of enterprises and cooperatives in the pending time of bankruptcy

20. Accounting services

21. Auditing services

22. Tax agent services

23. Customs brokerage services

24. Sale of duty-free goods

25. Bonded warehouse and container freight station business

26. Premises for conducting customs procedures, customs gathering, inspection and supervision for rent.

27. Securities trading

28. Securities registration, depository, offsetting, and liquidation services by Vietnam Securities Depository/organizations trading in listed securities and other securities.

29. Insurance business

30. Reinsurance business

31. Insurance brokerage

32. Insurance agents

33. Property assessment service

34. Lottery business

35. Casino video games for foreigners

36. Debt trade services

37. Ratings services

38. Casino business

39. Betting business

40. Voluntary pension fund management services

41. Oil and gas business

42. Gas trading

43. Manufacture and repair of liquefied petroleum gas (LPG) bottles

44. Commercial assessment services

45. Sale and destruction of industrial explosives

46. Sale of explosive precursors

47. Industrial explosives and explosive precursors –based business

48. Blasting services

49. Sale of chemicals other than prohibited chemicals stipulated in the International Convention on prohibition of development, production, stockpiling and use of chemical weapons on their destruction

50. Alcohol business

51. Sale of tobacco, cigarette, machinery and equipment for tobacco industries

52. Sale of foods under the administration of the Ministry of Industry and Trade

53. Commodity exchange operation

54. Electricity generation, transmission, distribution, wholesale, retail, import, export and consultancy

55. Rice export

56. Temporary import and re-export of goods subjected to special excise duty

57. Temporary import and export frozen foods

58. Temporary import and re-export of goods on the List of used goods

59. Franchising

60. Logistics services

61. Sale of minerals

62. Sale of industrial precursors

63. Commodity trading and business activities directly related to commodity trading by foreign investors and foreign-invested business entities

64. Multi-level marketing business

65. E-commerce business

66. Petroleum business

67. Energy audit

68. Vocational training

69. Assessment of the quality of vocational education

70. Occupational skill assessment services

71. Occupational safety inspection services

72. Occupational safety and health training

73. Employment agencies

74. Overseas employment services

75. Voluntary drug detoxification services

76. Outsourcing

77. Road transport services

78. Automobile maintenance

79. Manufacture, assembly and import of automobiles

80. Motor vehicles inspection services

81. Driver training services

82. Traffic safety inspector training services

83. Driving test services

84. Traffic safety inspection services

85. Waterway transport services

86. Building, repair and renovation of watercraft

87. Inland watercraft crewmen and operator training services

88. Training, recruitment and supply of marine crews

89. Maritime safety services

90. Shipping services and shipping agencies

91. Towage services

92. Import and demolition of used ships

93. Building, renovation and repair of ships

94. Seaport operation business

95. Air transport business

96. Design, manufacture, maintenance and testing of aircrafts, their engines, propellers, avionics and equipment thereof in Vietnam

97. Airport operation business

98. Aviation service at airports

99. Air navigation services

100. Flight crew training services

101. Rail transport business

102. Rail infrastructure business

103. Urban railway business

104. Multimodal transport

105. Transport of dangerous goods

106. Pipeline transport business

107. Real estate business

108. Provision of training in real estate brokerage and property exchange operation

109. Provision of training in apartment building operation.

110. Construction management consulting services

111. Construction surveying services

112. (Construction) design and assessment services

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