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Client’s Inquiry: Could you brief some advice for the opening of a foreign-invested company?

Question:

Could you brief some advice for opening a foreign-invested company, specifically for the purpose of the importation of wine and liquor from Australia and other countries to distribute them to Vietnam and provide us a quotation if we decide to engage your firm for this matter?

ASL LAW’s ADVICE

Dear Mr. K____,

First of all, ASL Law would like to send our regards and sincere thanks to you (hereinafter referred “Clients”) for contacting our legal service. We understand that Clients are seeking legal advice for opening foreign-invested company. Therefore, we are grateful to present you our Legal Service Proposal for your review and consideration as follows:

  1. PRELIMINARILY COMMENTS OF ASL LAW

Under Vietnam’s WTO Commitments, foreign-invested companies engaging in trading in spririts will be permitted to engage in the wholesale and retail business of all legally imported and domestically produced products. Hence, you have rights to open a 100% foreign invested company in this field.

A foreign-invested enterprise can only operate when having full 02 legal document as follows:

  • Investment certificate (if the investor contributes capital from the beginning);
  • Certificate of business registration;

Besides, the business line of retail is a conditional business lines in Vietnam according to Vietnamese Law. Accordingly, apart from applying for Investment Registration Certificate and Enterprise Registration Certificate, you must have to apply for Business certificate for this field.

As reviewing your website, we understand that you shall import the wine and liquor from Australia and other countries to distribute them to Vietnam. Accordingly, this liquor distribution is a conditional business line, so you must apply for liquor distribution license with following conditions: 

  • An enterprise is established in accordance with law;
  • Having a wine distribution system in the area from 02 provinces or Municipalities or more (including the area where the enterprise’s head office is located); in each province, municipality, there must be at least 01 local wholesaler;
  • There is a written introduction or a contract in principle of the wine producer, liquor distributor or alcohol wholesaler;
  • Must comply with the law on Environment Protection, Hygiene and food safety and Fire Prevention.

One further note is that although the Vietnamese law has not had provisions on the capital of foreign-invested company, according to our experience, the charter capital must be at least 50,000 – 100,000 USD dependent on the provinces that you would like to invest to be granted approval of the Competent Authority.

Another note is that an enterprise must have at least one legal representative residing in Vietnam whether he is foreign or Vietnamese. Whenever this representative leaves Vietnam, he/she has to authorize another person in Vietnam, in writing, to act as the legal representative.

  1. SCOPE OF SERVICES

Following works are proposed based on the request of Clients. However, depending on the specific position/situation of Clients, several work items may not be necessary. Meanwhile, other works may be required. However, any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.

DESCRIPTION

Pre-licensing procedure

1. Consulting:

·              Attending various meetings with Clients to explain and confirm the main principles for setting up the Foreign-invested company (“the Project”);

·              Preparing a list of legal documents required for implementation of the Project. Based on the information provided by Clients, we will review and incorporate these documents into the application file;

2. Drafting documents:

·              Drafting the Application Dossier for implementation of the Project.

·              Drafting the Charter of the Company.

Licensing procedure

·              Reviewing and assembling all required documents to be included in the application file for implementation of the Project;

·              Representing Clients to submit the application files for implementation of the Project; and

·              Acting as Clients attorney to follow up with the competent authorities regarding the implementation of the Project.

Post-licensing procedure

·              Making public-notice on company establishment.

·              Assisting Clients on company account opening.

·              Making and registering Company Corporate Stamp.

Additional Services:

·        Reviewing and assembling all required documents to be included in the application file for business license and liquor retail license;

·        Representing Clients to submit the application files for liquor retail license; and

·        Acting as Clients attorney to follow up with the competent authorities regarding the business license and the liquor retail license.

The roadmap for investment registration and company incorporation can be described in the following steps:

  • Preparing the application dossier: We shall collect necessary information and documents from Clients. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to Clients for your comments. Then, after updating the application dossier based-on your comments, we shall provide finalized application dossiers for execution. We anticipate that this phase shall be completed around 05 working days.
  • Licensing procedure: around 30 – 40 working days upon submissio
  • Additional procedure: around 30 working days upon submission for each license from the date of receiving valid documents.
  • Post-licensing procedure: around 05 working days upon submission.

For avoidance of any doubt, in practice, the administrative procedure can be prolonged due to that the competent authority must consult relevant ministries before granting license. In such case, we shall try its best to accelerate the progress in order to obtain the approval at the soonest.

  • PROFESSIONAL FEE

Services

Capped Fee

(USD)

Opening wholly foreign-invested company  for liquor distribution

 

Applying for Business License

 

Applying for liquor distribution license

 

 

We also do provide the corporate services with the following fees:

No

Works

Capped Fee

(USD)

Assumptions

1

Accounting services (including bookkeeping services)

 

 

1.1

Monthly tax declaration

 

The fee shall depend on the number of Invoices per quarter:

 

1.2

Financial reporting (CIT finalization and PIT finalization)

From 250.00 USD/year

This fee includes Declaration of CIT finalization and Declaration of PIT finalization.

The fee shall be dependent on the the number of Invoices.

 

1.3

–  Submit all documents to authorities when have change labor (increase and decrease)

–  Closing social insurance when employee leaves

–  Applying tax code for employees

–  Consultants about labor contract

–  Payroll

–  Calculate PIT

   

2

Audit report

The fee depends on revenue

 

3

Insurance Registration for Vietnamese staff

 

 

3.1

From 01 to 4 employees

 

 

3.2

Software for registration social insurance

 

 

4

Work permit for foreigner

 

 

5

Granting visa

 

 

5.2

Granting Temporary Residence Card

 

 

5.3.

Granting Investor Visa

 

 

6

  Virtual Office Address

 

 

7

  Nominee Director

 

 

8

Bank account opening charges

 

 

Other assumptions:

a)  The above fee quotation is based on US Dollar;

b)  The report(s) and all legal works will be written in English;

c)  The above fee excludes 8%VAT

  • Professional fee shall be paid to ASL LAW as follows:
  • Within 03 working days upon signing the Legal Service Proposal, Clients will deposit 70% of total estimated professional fee including VAT.
  • Within 03 working days upon issuance of Enterprise Registration Certificate, Clients will pay 30% of total estimated professional fee including VAT.
  • Clients shall immediately notify ASL LAW of when actual payment(s) will be made on the amount specified in the invoice(s). ASL LAW will start working only upon receipt of payment of the respective invoice(s). Alternatively, ASL LAW reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, ASL LAW reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by ASL LAW
  1. ACKNOWLEDGEMENT AND ACCEPTANCE

Please record your agreement to the terms of this Legal Service Proposal by signing the enclosed copy of this letter in the space provided and returning it to us. This Legal Service Proposal shall be valid only if acknowledged and accepted within 45 days of the date hereof.

Once again, we would like to thank for your kind co-operation. If you have further any inquiry, please feel free to contact us.

 

Pham Duy Khuong

Managing Partner & Director

——————————————————

Confirmation of the Legal Service Proposal

I have read terms set out in this Legal Service Proposal provided with that letter. I accept those terms on behalf of the Company and confirm that I am authorized to do so.

Signed: ……………………………………………

Name and position: ……………………………….

We hope the above is of your assistance. Should you have any inquiry, please do not hesitate to contact us.

We look forward to hearing from you very soon.

Thank you for contacting with us.

ASL LAW is the top-tier Vietnam law firm for doing business in Vietnam. If you need any advice, please contact us for further information or collaboration.

    CONTACT

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