How to Close a Business in Vietnam?

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

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

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

The following are key information to gather for thorough analysis

1. Company size in terms of capital and number of employees?

1. Enterprise’s business sector?

1. Tax invoice usage declaration?

1. Annual profit?

1. Compliance with tax procedures?

1. Administrative violations in the field of taxation?

1. Any outstanding tax?

1. Tax document filing records?

1. 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:

1. Liquidation notice of enterprise;
2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
3. The company’s decision on liquidation;
4. Report on enterprise asset liquidation;
5. The list of creditors and the paid debt;
6. Documents evidencing that enterprise has fulfilled all of its tax;
7. Confirmation on social insurance for employees after the dissolution decision;
8. The seal and certificate of seal sample registration.

2. Documents submitted to the tax authority in Vietnam:

1. Liquidation notice of enterprise;
2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
3. The company’s decision on dissolution;
4. Audit reports and tax settlements;
5. The financial statements for the year to date the decision on dissolution;
6. The company’s tax liabilities audited by tax authority;
7. 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 ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

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How Foreigners Could Marry Vietnamese Wife?

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:

1.Marriage consultation:

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.

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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  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.

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How Foreigners Could Work in Vietnam Legally?

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: ant@antlawyers.vn or office tel: +848 35202779.

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Where Foreign Investors Obtain Investment License in Vietnam?

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: ant@antlawyers.vn or office tel: +848 35202779.

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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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List of Investment Sectors Banned in Vietnam

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: ant@antlawyers.vn or office tel: +848 35202779.

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Cosmetic Advertising Registration Services in Vietnam

Cosmetic advertising in Vietnam is conducted on the mass media such as television, radio, electronic portal (Internet, Website), books, newspapers, magazines, flyers, posters, underwater objects or other means of advertising made by cosmetics business or sponsor, authorize other entities to perform.

The businesses are only allowed to advertise when having the approval of advertising registration dossier as prescribed by law.

Cosmetic advertising content must be consistent with the documents proving the safety and efficacy of the cosmetics and must comply with published guidelines of ASEAN cosmetic product features.

Services that ANT Lawyers provide for customers:

• Consultation on the announcement of cosmetics, import cosmetics, cosmetics advertising.
• Consulting on the registration and documentation of cosmetics advertising on media as requested by customers.
• On behalf of the client to fill in the cosmetics advertising registration where business operates or where enterprise organizes conference, workshop, advertise cosmetics.
• On behalf of customer to contact, work and receive information from the competent State agencies related to the implementation process.
• Amend and supplement the dossier as prescribed by the competent State agencies upon requested.
• Inform customers about the validity result from the competent State agencies.

Documentation that customers need to provide, including:

• A copy of the business registration.
• A cosmetic license or certificate to published cosmetic products or receipt to announced cosmetic quality standards.
• Content to register advertise: TV, radio, newspapers, pamphlets, leaflets must come with scripts, audio tapes, advertising or files which are contained in the information storage devide.
• List of TV station and radio station that will advertise. Provide telephone and fax numbers of the stations.
• The proved documentation (if any)
• The procedure time: 10 working days from the day when customer provides valid dossiers and documents as required.

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 compliance process and procedures matters in Vietnam. We could be reached at email: ant@antlawyers.vn or office tel: +848 35202779.

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Cosmetics Workshop, Event Organizing Registration Services

In addition to the cosmetics advertising on mass media such as television, radio, electronic portals (Internet, Website), books, newspapers, magazines, flyers, posters, underwater objects or other means of advertising, the cosmetics business can make or sponsor, authorize other entities to carry out workshop activities to introduce cosmetic products.

The cosmetic businesses are only allowed to advertise, organize seminars and events to introduce the cosmetic products when having the Receipt of advertising, seminar, cosmetic introduction events registration dossiers as prescribed by law.

Cosmetic advertising content must be consistent with the documents proving the safety and efficacy of the cosmetics and must comply with published guidelines of ASEAN cosmetic product features.

1. Services that ANT Lawyers provide for customers:

+ Consultation on the announcement of cosmetics, import cosmetics, cosmetics advertising.

+ Consulting on the registration and documentation of organizing conferences, workshops to introduce and advertise cosmetics as requested by customers.

+ On behalf of customer to fill in the cosmetics advertising registration where business operates or where enterprise organizes conference, workshop to advertise cosmetics.

+ On behalf of customer to contact, work and receive information from the competent State agencies related to the implementation process.

+ Amend and supplement the dossier as prescribed by the competent State agencies upon requested.

+ Inform customers about the validity result from the competent State agencies.

2. Registration dossier includes:

+ Trader registrated to advertise cosmetics, orgasnize seminar, event to introduce cosmetic products.

+ A copy of the business registration.

+ A copy of the cosmetic product announcement card that has been granted.

+ POA of organizations and individuals that announce the cosmetic products for the one who organizing cosmetic seminar, introduction event (in case of the event organization or individual register for advertising, organizing the seminar, cosmetic introduction event which  are the one who held, published cosmetic products).

+ Document disclosures for the features, the use of the product in the case of the advertising contents, the contents presented at the seminar, cosmetic introduction event mentioned features, the use of the product beyond the content stated in the cosmetic product announcement card.

+ 02 advertising scripts (script must clearly describe the pictures, lyrics, music intends to advertise) or 02 advertising forms intend to release (applicable to the advertising registration dosssier) or documents intend to display, release at the seminar, cosmetic introduction event (applicable to workshop registration dossier).

3. Ways to file registration of cosmetic advertising, organizing seminar, event introduced cosmetic products:

a) Cosmetic registration dossier may be compiled for one or more products, can advertised on one or more means of mass media.

Cosmetics advertisement, advertising script can be made ​​for one or more different products.

b) The event, workshop organizing registration dossier may be compiled for one or more products to be held in one or more locations in the province, city

The procedure time: 10 working days from the time when the customer provides valid records and documents as required.

Please contact us at ant@antlawyers.vn or call us at + 84 835202779.

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Procedure to Change Birth Certificate in Vietnam

Under the provisions of Paragraph 1, Article 36 of Decree No. 158/2005/ND-CP on the registration and management of civil status, individual can change last name, middle name and first name which were registered in the birth certificate when they have legitimate reason under the provisions of the Civil Code.

The “legitimate reasons” to change the full name is specified in Article 27 of the Civil Code 2005 on the right to change name, which include:

1.Individuals have the right to request the state agency to recognize the changing of their names in the following cases:

a) As requested by the people with names that the use names cause confusion, affect the family love, honor, rights and lawful interests of such persons;

b) As requested by the adoptive father, adoptive mother about changing names for adopted child, or when the adopted child ceases to be adopted and this person or the nature father or nature mother request to regain the name that the nature father and nature mother have set;

c) As requested by the nature father, nature mother or the child when determining the parent for the child;

d) Changing the last name of a child from their father’s to their mother’s or vice versa;

e) Change the names of the person who was lost then found his blood-derived;

f) Changing the names of the person who is redefining gender;

g) Other cases regulated by civil law.

2. The changing of names for the person from nine years old must have the consent of that person.

3. The changing of names of individuals does not affect and terminate the rights and civil obligations established under their old name.

Thus, if the use of your first name, last name and middle name cause confusion, affecting the family love, your honor, rights and lawful interests, causing difficulties in the transaction, you may conduct the name changing.

Procedures to change full name will be performed at the District People’s Committee where you have registered the birth certificate.

Dossier includes:

– Declaration (in the prescribed form);

– Presenting the original birth certificate of the person who need for change names and civil status;

– The relevant documents as a basis for the change or correction of civic status.

Lawyers at ANT Lawyers, a law firm in Vietnam will be available to assist client to apply birth certificate for new born, obtain a new birth certificate, change names on birth certificate, re-issue birth certificate in Vietnam.

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