What Are Required Documents to Set up Limited Liability Company in Vietnam?

  When doing business in Vietnam, the business people find benefits to set up company as a separate legal entity for various purposes i.e. to have an entity to sign contract, open bank account, hire personnel and pay them properly, and to deduct expenses for tax optimization. The most popular form is to set up limited liability company in Vietnam (LLC).

Dossiers to Set up Limited Liability Company in Vietnam

-Application for business registration according to a uniform form prescribed by the competent business registration agency.

-Draft of Company’s charter

-List of members and accompanying documents below:

• For individual members: copy of ID card, passport or other legal personal identification
• For members that are organizations: copy of the Establishment Decision, Business Registration Certificate or other equivalent documents of the organization; Authorization document, ID card, passport or other legal personal identification of the authorized representative.
• For members that are foreign organizations, a copy of the Business Registration Certificate must be authenticated by the agency where the organization was registered no more than three months before the date of submitting the business registration application.

-Document certifying legal capital from a competent agency or organization for companies conducting business in industries and professions that according to the law must have legal capital.

-Practicing certificate of the Director or General Director and other individuals for companies conducting business in lines and professions that, according to the law, must have a practicing certificate.

Procedures to Set up Limited Liability Company in Vietnam

1. The business founders submit a complete business registration application according to the provisions of law at the competent business registration agency and must be responsible for the truthfulness and accuracy of the content of the business registration application.

2. The business registration agency is responsible for reviewing business registration documents.

3. If the application is complete, a business registration certificate will be issued within 10 working days from the date of receipt. If the authority refuses to issue a Business Registration Certificate, it must notify the applicants in writing. The refusal notice must clearly state the reason for refusal and points that need to be amended and supplemented.

The business registration agency reviews and is responsible for the validity of the documents when issuing the Business Registration Certificate; The founder may not be required to submit additional documents not prescribed by this law.

The deadline for granting a Business Registration Certificate associated with a specific investment project shall comply with the provisions of law.

How Lawyers in Vietnam Could Help Business People to Set up Limited Liability Company in Vietnam? In the company’s internal regulations.

Setting up a limited liability company (LLC) in Vietnam is a pivotal step for entrepreneurs seeking to establish a robust legal presence in the country’s dynamic business landscape. While the process might seem straightforward, engaging experienced lawyers in Vietnam brings significant value, ensuring a seamless and legally compliant establishment. Here’s a detailed exploration of the value-added services that lawyers provide in assisting business people to set up limited liability company in Vietnam.

1. Expertise in Vietnamese Legal Landscape

Vietnam lawyers possess in-depth knowledge of Vietnam’s legal framework, ensuring that the establishment process adheres to the latest laws and regulations. Navigating the intricacies of Vietnamese corporate law can be challenging for those unfamiliar with the local legal landscape. Lawyers provide clarity and guide entrepreneurs through the legal requirements, minimizing risks associated with regulatory non-compliance.

2. Tailored Legal Advice

Every business is unique, and Vietnam lawyers understand the importance of providing tailored legal advice. They assess the specific needs and objectives of the business, offering guidance on the most suitable corporate structure, drafting the company’s charter, and ensuring that the legal framework aligns with the business’s long-term goals.

3. Document Drafting and Review

The process set up limited liability company in Vietnam involves drafting essential documents such as the company’s charter. Vietnam lawyers play a crucial role in meticulously drafting and reviewing these documents to ensure they are legally sound and align with the client’s intentions. Thorough document preparation contributes to the smooth registration process and establishes a solid legal foundation for the company.

4. Compliance Assurance

Compliance with local regulations is paramount to the success of any business. Vietnam lawyers actively engage in ensuring that all legal requirements for business registration are met, from submitting the correct application forms to validating the legal capital requirement. Their expertise in compliance matters safeguards the business from potential legal issues and penalties.

5. Handling Business Registration Application

Vietnam lawyers take charge of preparing and submitting the business registration application, a critical step in the process to set up limited liability company in Vietnam. They navigate the bureaucracy efficiently, ensuring that the application is complete and accurate. This proactive approach accelerates the registration process and minimizes delays.

6. Resolving Legal Hurdles

Unexpected legal challenges can arise during the registration process to set up limited liability company in Vietnam. Vietnam lawyers are equipped to address and resolve these hurdles, be it discrepancies in documentation or unforeseen legal requirements. Their ability to navigate legal obstacles contributes to a more efficient and stress-free registration experience for the business owner.

7. Risk Mitigation

Vietnam lawyers are adept at identifying potential risks associated with the process set up limited liability company in Vietnam. Through thorough legal analysis, they assess and mitigate risks, providing proactive solutions to potential legal challenges that may arise during or after the registration process. This risk management approach protects the business’s interests and enhances its resilience in the market.

8. Continuous Legal Support

Beyond the initial registration, Vietnam lawyers provide ongoing legal support after the process to set up limited liability company in Vietnam. This includes addressing any legal queries, assisting with compliance matters, and advising on legal aspects of business operations. Continuous legal support ensures that the company remains in compliance with evolving legal requirements.

In conclusion, the value that Vietnam lawyers bring to the table when helping business people set up limited liability company in Vietnam extends far beyond the basic legal requirements. Their expertise, tailored advice, meticulous document handling, and commitment to compliance and risk mitigation collectively contribute to a seamless and legally sound establishment process. Engaging legal professionals ensures that entrepreneurs can focus on growing their business while having confidence in the legal foundation supporting their endeavors in the Vietnamese market starting with the process to set up limited liability company in Vietnam.

About ANT Lawyers, a law firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/update/set-up-limited-liability-company-in-vietnam.html

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

Set-Up Company in Hanoi

  Along with the trend of integration in the world, Vietnam is considered a country with rapid and strong growth, in which, industrialization and modernization are focused on developing a uniform set and achieve high performance. Hanoi and Ho Chi Minh City are considered the two cities and dynamic development in Vietnam.

In particular, Hanoi, the potential capital for developing and attracting foreign and domestic investment. Therefore, the investment from businesses to the city is seen as an advantage and the best. To evaluate how such advantages are, the following article will analyze in detail as follows:

First, the labor force

Hanoi is considered a capital with a longstanding historical developed tradition. The population is heavily crowded, reaching about 7 million after 4 times of adjusting the administrative boundaries in 2014. Ha Noi has become one of the 17 largest cities in the world. In addition, with favorable conditions, Hanoi is considered an attractive city for labor, especially qualified and highly skilled workforce. This is a particular advantage for businesses to invest in Hanoi, because the amount of labor leads to a consequence that cost for labor is cheap and a large workforce will provide for industries requiring a large amount of labor force.

Second, the pace of economic development

In 2014, the economy of Hanoi has continued to grow and controlled inflation. In addtion, GDP in the province is estimated at 8.8% and revenue is estimated at 130.000 billion, with 103% of the mathematics. Besides, administrative reform, improvement on the investment environment, business environment, policies to remove difficulties for enterprises often deploy, which made PAR index of cities rise 2 levels compared with 2012 and No. 5 of the 63 provinces and cities nationwide. Thus, with the stable and strong economic development, Hanoi is a city that brings stability for businesses to invest and develop business in this city.

Thirdly, facility

With the aim of developing Hanoi based on critirea of synchronous and modern infrastructure, leadership of Hanoi has attempted to offer policies to promote infrastructure construction of the city in order that Hanoi will become more modern, in which, the traffic system in Hanoi must be built and upgrades more modern. This is considered particularly advantage, because the synchronous development of infrastructure will bring to the development of economy of the city.

Fourthly, administrative and tax policies

With attractive policies for investment, Hanoi has implemented policies solving administrative procedures with only a door. This policy is seen as a new step forward the people of Hanoi in general and businesses having demand to invest in Hanoi in particular. With this open policy, the procedures for establishing businesses, dissolution, business transformation become quickly and easily than ever before, creat favorable conditions for the development of business and resolve administrative procedures. In addition, in order to facilitate business development for businesses, Hanoi has many policies to reduce taxes in order to create favorable conditions for development of new business with low capital.

Fifthly, geographic location

Judged to be a convenient location, with synchronous traffic system, a northern – southern railway, highway 1A, along with the expanded domestic and international routes, Hanoi is considered a city with the most convenient trade location in Southeast Asia and the gateway to the East Sea of Laos and other countries. Thus, Hanoi is the right choice of businesses that need an exchange between domestic and international provinces.

Sixthly, broad market

With the population of 7 million, belonging to one of the 17 cities with the largest population in the world, Hanoi is considered a city which has the largest consumer goods market in the country. Abundant work force, along with the large number of people from suburbs, strong demand for consumer products, services lead to favorable conditions for businesses in production and consumption of consumer products and services. These come from a reason that if the demand rises, the number of products will also lead to increase and as a consequence, economic growth of enterprises will also increase. It can be said that this is a particular strength of the city that businesses investing here are looking forward. From the analysis given above, it can be said that Hanoi is considered to be an attractive destination for small and medium enterprises, especially for enterprises with foreign investment into the Vietnam market. To better understand how to establish enterprises and choose the best type of enterprise. We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. We have a lawyer to advise on setting up a company inHanoi, a lawyer in Ho Chi Minh and a lawyer in Da Nang.

Anam Electronics (Korea) Build 100-Million-Dollar Factory in Vietnam

  A large electronics manufacturer from Korea - Anam Electronics Vietnam has officially choose Dong Van IV industrial park to set up business in Vietnam.

After a period of researching investment locations in the North of Vietnam, Anam Electronics Vietnam decided to choose Dong Van IV industrial park as its investment location.

Accordingly, Anam Electronics Vietnam will invest in building a factory here with an area of 100,000 m2, investment capital is estimated at 100 million USD.

The signing ceremony of land lease contract in Dong Van IV industrial park was held between Viglacera Real Estate Company and Anam Electronics Vietnam.

Anam Electronics is a 100% Korean owned company specialized in producing high quality electronic audio products such as: amplifiers, digital receivers. The company mainly supplies products to leading audio manufacturers in Japan, USA such as Harman Kardon, Denon, Marantz, JBL, Yamaha...

Viglacera's Dong Van IV industrial park has successfully attracted 10 investors, most of which are electronics businesses with nearly 40 hectares of land.

So far, Dong Van IV industrial park has been the destination of many domestic and foreign brands such as Masan Group, Sunjin, Jeio Vina, James Tech, Saki, Park Electronic Vina, Sunjin F & F Limited...

Dong Van IV industrial park is conveniently located, 50km from Hanoi, on Highway 38, which is easily accessible from the Ha Noi - Hai Phong expressway to Hai Phong port. Along with the policy mechanism to support the investors of Ha Nam province, Dong Van IV industrial park has received great attention from investors, and became the ideal choice for enterprises, especially FDI enterprises.

Potentials in Vietnam - Poland Agricultural Cooperation

  Both countries have strength in agriculture sector, opening up many prospects for Poland enterprises to set up business in Vietnam and vice versa.

Vietnam is one of 14 important markets in the world for enterprises in the Polish food and agriculture sector. Moreover, Vietnam has been identified as a priority market for Poland's future cooperation with wide open opportunities for both sides.

Statistics show that from 1993 up to now, two-way trade turnover between Vietnam and Poland has increased continuously and rapidly. From 2001 to 2006, two-way trade increased about three times, from 117 million USD to 330 million USD.

By 2016, this figure has reached nearly 790 million USD. It is forecast that two-way trade turnover between the two countries in 2017 can reach 1 billion USD, because in the first nine months of 2017, imports and exports between the two countries has reached nearly 700 million USD.

Poland is now Vietnam’s number 1 customer in Eastern Europe. In particular, Vietnam imported dairy products, meat and poultry products, apples and other agricultural products from Poland.

According to the Vietnamese ambassador to Poland, if compared to other sectors, agriculture is an area in which Vietnam and Poland are more promising.

In particular, when Poland becoming an important link in Europe, with the approval of the Europe - Vietnam Free Trade Agreement (EVFTA), Vietnam's goods may pass through Poland to penetrate Europe. The prospect of cooperation of both sides in the coming time is very positive.

Recognizing the opportunities for cooperation between Poland and Vietnam in the field of agriculture, according to Activ Company, Vietnam is one of the markets for apples and apple juice that Activ wants to concentrate in the coming period.

Accordingly, Activ is setting up business with partners in Vietnam to expand the distribution channels of apple and apple juice products in Vietnam. This is also Activ's strategy movement to catch the market when EVFTA officially comes into effect. EVFTA will be a trade agreement that brings together many opportunities for cooperation between the two countries in the field of agriculture, the sector that the two countries have strong advantages.

Therefore, in order to promote cooperation between the two sides, the two countries must strengthen the information connection so that the two sides can grasp the market and seize the partnership to build for future connections.

A Chain of 130 Restaurants in Japan Want to Conquer the Vietnamese market

  Gyu Shige - a Japanese restaurant brand decided to enter and set up business in Vietnam, aims to open 70 branches in Vietnam in the next 5 years.

According to Mr Kentaro Takada, Global Development Director of Gyu Shige Bbq Restaurant chain, after a year of operation in Vietnam, the company aims to set up a chain of 30 branches in 3 years and up to 50 - 70 branches in 5 years. This brand now has 3 stores in Ho Chi Minh City (HCMC).

The plan to conquer the Vietnam market of this Japanese brand has been in place for 3 years. Large populations, prefer Japanese culture and bbq dishes are the advantages for them to do business in Vietnam. Through partnerships and direct exploration, Gyu Shige has officially entered Vietnam in 2016 with its first store in a major trading center in HCMC.

According to representatives of Gyu Shige, Vietnam has been an economic hot spot in Southeast Asia for several years, attracting many investors. Unlike the fierce competition of the food industry in Thailand, they see many opportunities to develop and decide to choose Vietnam as the first overseas market.

With the strength of a chain of 130 successful restaurants in Japan, this brand almost delivers the original to Vietnam. The reason is that Vietnamese people love Japanese food and adapt quickly to new dishes. Beef is imported from the US, raw materials used for processing and sauces are imported from Japan and vegetables originate from agricultural farms in Dalat (Vietnam). In order to ensure quality, the central kitchen is equipped with full equipment like in Japan, so that the processing and preservation process are also following strict procedures.

The global development director of this restaurant system believed that their advantages are the delicious sauce and following the friendly restaurant segment, with spending of 10 USD to 17 USD per person per meal. Moreover, with the development of the fast-food market, demand for food will be higher, especially for friendly restaurant segment. Therefore, this will be a great potential for business in the future.

After one year of operation, Gyu Shige's sales in Vietnam grew by nearly 50% month-on-month, with over 70% of customers returning. That is why businesses decide to go deep into the market, targeting 50 - 70 branches and covering the whole country in 2022.

Representatives from the brand said that in the next 3 years, the segment of Japanese cuisine in Vietnam will continue to boom. Gyu Shige has over 20 years of development with 130 branches in Japan. After Vietnam, the company plans to conquer other markets such as Australia, USA, Singapore, Thailand...