Vietnam Law Services specializes in establishment and administration of a new companies, including any branches, representative offices and associations. We counsel on all legal aspects and assist investors in the completion of all necessary procedures and the obtaining of all required licenses for the establishment and operation of their companies, branches and representative offices in Vietnam. The primary types of business organizations are: Vietnamese company, business cooperation; joint venture; company with 100% foreign owned capital; branch of an overseas company; and representative office of an overseas company.
Business Cooperation: The Business Cooperation provides foreign traders a possibility to invest into primarily large scale projects in Vietnam and to transfer any revenue therefrom back to their home country. The partners are jointly and severally liable for the debts of the cooperation and the profits are shared among the partners according to the Business Cooperation Contract. With less binding obligations the Business Cooperation offers to the parties a higher level of independence in various aspects, such as personnel and taxes. Setting up a Business Cooperation requires a written Business Cooperation Contract that is subject to approval by the competent authority. The term of business is limited to a maximum of 50 years. The parties may transfer their shares to third parties during the business term with a preemption right of the other parties to the contract. This type of cooperation is generally chosen by Vietnamese Partners, such as the Post and Telecommunication Companies.
Joint Venture: A joint venture between foreign and Vietnamese partners shall always have the form of a limited liability company with the foreign partner/s having 30% or more of the legal capital of the company. The establishment of a joint venture company is subject to the approval of the competent authority. The application for approval shall include- a feasibility study for the joint venture project;
- the contract between the partners;
- the charter of the joint venture company; and
- documents proving the legal and financial status of the partners. The name of the joint venture company should be in Vietnamese or in both Vietnamese and English. The current Law on Foreign Investments in Vietnam does not require a fixed minimum capital for a joint venture company in general. Minimum capital requirements exist only in sensitive businesses, e.g. credit institutes. However, the legal capital shall at least amount to 30% of the total investment capital. The term of a joint venture is limited to a maximum of 50 years and may be prolonged up to 70 years upon application. The parties may transfer their shares to third parties during that term with a preemption right of the other parties to the joint venture contract. The parties to a joint venture contract shall establish a board of administration composed of representatives of the parties. Meeting of the board of administration shall be held at least once a year. The board of administration appoints the (general) director and further vice-director/s. Either the (general) director or the first vice (general) director shall be Vietnamese national.
Company With 100% Foreign Owned Capital: If no limitations are prescribed by law, a foreign trader may establish a company with 100% foreign owned capital in Vietnam. The establishment of a company with 100% foreign owned capital is subject to the approval of the competent authority. The application for approval shall include- a feasibility study for the investment project;
- the charter of the company with 100% foreign owned capital; and
- documents proving the legal and financial status of the investor/s. A company with 100% foreign owned capital is a limited liability company with a business term of up to 50 years. The (general) director of the company is its legal representative, if not otherwise provided for by the charter.
Foreign Company Branch: Carrying on business in Vietnam by every foreign company is subject to a license by the competent authority. The application for a branch licence shall include a certified copy of the company’s document of incorporation, list of activities of the branch in Vietnam, the name of the representative in Vietnam, the address of the branch in Vietnam and the number of foreigner working at the branch office. A branch license shall be granted within 15 days if:
- the foreign company was legally incorporated;
- the foreign company has carried on business for more than 5 years; and
- the branch’s intended business activities are listed as allowed by law. The competent authority shall approve any change to the information mentioned above.
Representative Office: If an overseas company establishes an office that is not used to carry on business or enter into any transaction that causes direct revenue in Vietnam, it may apply for establishment of a representative office. The application for establishment of a representative office shall include a certified copy of the company’s document of incorporation, the name of the representative person in Vietnam and the address of the representative office in Vietnam. The license to establish the representative office will be granted within 15 days upon receipt of the application. The authorities are required to approve any change to the information mentioned above.
If you are forming a new company, you will benefit from our corporate services including:
Selection of Appropriate Type of Company
- Offering advice on advantages and disadvantages of each type of company;
- Offering advice on ways to satisfy the statutory conditions for engaging in conditional business sectors either before or after obtaining the Business Registration;
- Offering advice on all aspects related to representative offices, branches and subsidiaries.
Document Drafting and Negotiations
- Offering advice on procedures and documents for setting up a company, representative office or branches, as well as on statutory conditions to be satisfied for the company to engage in conditional business sectors;
- Drafting of documents, such as the company’s charter, joint venture contracts, commercial contracts as well as representing investors in completing procedures for incorporation of companies, representative offices and/or branches in Vietnam;
- Advising on and representing clients in the negotiation of documents with their partners, such as matters related to the company’s organizational structure, voting rights, operation of board of management, board of directors, capital assignment, pre-emption rights, etc.
Securing Business Registration
- Representing investors in the submission of applications to the proper Vietnamese Authorities and following up;
- Representing investors or participating in discussions or arrangements with Vietnamese Authorities concerning the application;
- Obtaining the Business Registration for the establishment of investors’ companies.
Legal Reviews and Assessments
- Advising on commercial transactions, investment plans proposed by investors with analyses on any legal weaknesses and potential adverse consequences with possible recommendations on ways of re-structuring transactions;
- Advising on all legal aspects and practical issues related to commercial transactions with optimal tax efficient structures;
- Advising and representing investors in making demonstrations and arrangements on investment and commercial transactions to Vietnamese Authorities in order to obtain support or acceptance.
- Assisting investors in completing any other prescribed procedures after the grant of Business Registration, such as obtaining the seal and tax code of the companies;
- Offering assistance in preparation of documents and representing investors in completing procedures for obtaining conditional license to engage in various business sectors
- Bookkeeping and accounting services