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 investement 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.

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Forms of Investment in Vietnam

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.

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Major Taxes in Vietnam

Personal Income Tax in Vietnam

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.

At ANT Lawyers, a law firm in Vietnam with offices in Hanoi, Da Nang and Ho Chi Minh City, we are always capable 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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FORMS OF COMPANY TO BE SET-UP IN VIETNAM

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

• Private enterprise is an enterprise owned by an individual who is liable for all of its operations with his/her entire property;
• Partnership is an enterprise in which (i) there are at least two partners who are co-owners of the company, jointly conduct business under one common name; in addition to general partners, there may also be limited partners; (ii) general partners to a partnership must be individuals who are liable for all obligations of the partnership with his/her own entire property; (iii) Limited partners shall be liable for debts of the partnership only to the extent of their capital contribution to the partnership;
• Joint stock company is an enterprise where (i) Its charter capital is divided into equal portions known as shares; (ii) Shareholders may be organizations and/or individuals; the minimum number of shareholders shall be three and shall not be restricted to any particular maximum number; (iii) Its shareholders shall be liable for debts and other property liabilities of such enterprise within the limit of the value of their capital contribution to the enterprise; (iv) Shareholders shall be entitled to freely transfer their shares according to the provisions of law;
• Limited liability company (multi-member limited liability company and single-member limited liability company). A one-member limited liability company is an enterprise which is owned by one organization or individual (hereinafter referred to as the company owner); the company owner is liable for debts and other property liabilities of the company within the charter capital of the company. A limited liability company is an enterprise of which: (i) Members may be organizations and/or individuals; the total number of members shall not exceed fifty; (ii) Members are responsible for debts and other property liabilities of the enterprise within the amount of capital that they have committed to contribute to the enterprise; (iii) Capital shares of the members may only be transferred in accordance with the provisions of law.

Our lawyers of foreign investment practice at ANT Lawyers are available to advise and provide client with service and representation in Vietnam.  In order to seek further advice or request service to set up company in Hanoi or Ho Chi Minh City, please contact us at ant@antlawyers.vn or call + 84 912 817 823.

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M&A origination & execution

We advise strategic and financial investors on both, origination and execution of acquisitions, divestments and carve-outs.

acquiring company in Vietnam

acquiring company in Vietnam

M&A origination

We assist client to identify horizontal M&A opportunities (in-market consolidation, new market entry, market exit) as well as vertical M&A potentials (vertical integration or disintegration).
Our M&A origination engagements can be split into two distinct categories:

Ad-hoc analysis and evaluation of potential targets

We perform appraisals of targets focusing on market potential, industry dynamics, valuation, transaction rationale, risk assessment and deal structuring. Based on our recommendations our clients can make well-informed decisions whether or not to pursue M&A transactions.

Fully fledged M&A origination

Based on our clients’ core competencies and business objectives, we develop a comprehensive M&A strategy covering: in-depth evaluation of markets and industries, appropriate investment criteria development, a long list of potential targets/buyers, preliminary valuations, transaction rationale and approach strategy.

M&A execution

We could assist client in executing both acquisitions and divestments. We believe that every M&A transaction is unique and hence demands bespoke process taking all critical factors into consideration:

Our M&A execution engagements typically cover the following activities:

• project management of an entire transaction,
• coordination of daily activities during every step of a transaction process (internal preparation, initial evaluation, non-binding offer, due diligence, binding offer, negotiation, signing and closing),
• coordination of clients’ internal resources and external advisors,
• deal tactics development,
• valuation and financial modeling,
• development of internal documentation (board presentations),
• negotiation assistance.

In case of divestments, we also perform the following activities:

• internal and external processes structuring and planning,
• preparation of an asset for sale (definition of object of sale, preparation of financial data, development of marketing material and dataroom setup),
• development of a long and short list of potential buyers,
• process material development (process letters, NDAs, SPAs/APAs).

We either support or fully take over the role of an internal M&A team, making sure that our assistance delivers the most value to our clients.

Let ANT Consulting helps your business in Vietnam.

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