Dear ASL LAW,
we are inbound / outbound tour company in Thailand, and we would like to expand to Vietnam.
Can you advise the right ways to do as there are many types of the company setup possible and from here difficult to understand if if a local limited company or a branch in Vietnam is suitable for our needs?
Here is what we plan to do:
– open company bank accounts 100% under our control, there shall be no ways that local partners get access to the accounts under any circumstances.
– open 3-4 small size offices ( maybe just little tour counters 2,5×1,5m in front of some shops ), where customers can buy tours ( foreigners Russian speaking shall work there )
– Russian manager, who will contracting and run operation ( maybe this position will not work at the office/counter just supervising and communication)
– sending customers on tours in Vietnam but also aboard ( to Singapore as example for short trips )
– organize our own tours by renting ( in future buying minivan/minibus) and operating such tours with foreign tour guides on board.
– foreign staff shall be able to walk in to hotels when customer request, and meet at the lobby, consult and selling tours without interrupt law.
pls advise of all costs related to company set up/taxes/licenses/work permits/social security/minimum loans and minimum numbers of local staff if needed/monthly and yearly audit/accounting fees.
Maybe you can suggest us about costs related to rent space for tour counters and structure( monthly or yearly payments, deposits, payments for closing deals, so called key money without refunds, period of contracts 1-3-5yrs for offices / counters )
Thank you and best regards,
ASL LAW’S ADVICE
We refer with thanks to your email from which we were requested to advise on corporate structure for investment and operation of travel services in Ho Chi Minh City, Vietnam. Therefore, we would like to present our Service Proposal attached herein for your review and consideration.
1.1 INVESTMENT CONDITIONS APPLICABLE TO FOREIGN INVESTED COMPANY CONDUCTING TRAVEL/TOURISM SERVICES IN VIETNAM
According to Vietnam’s WTO Commitments on Services and local laws, foreign investors are going to conduct travel services in Vietnam must suffer the market-access restrictions, as follows:
- Form of business: Foreign service suppliers are permitted to provide services in the form of joint ventures with Vietnamese partners with no limitation on foreign capital contribution.
- Foreign ownership limitation: Foreign partner can own up to 99,99% charter capital of Joint Venture Company accordingly.
- Requirement of Vietnamese partner: Vietnamese partners must be licensed enterprises having “international travel business license”.
- Scope of business of Joint Venture Company: Joint Venture Company can only do inbound services and domestic travel for inbound tourists as an integral part of inbound services.
- Other restrictions: tourist guides in Joint Venture Company shall be Vietnamese citizens. The Joint Venture Company itself must apply and obtain the “international travel business license” for conducting inbound services.
1.2. CONDITION FOR OPERATION
According to applicable laws of Vietnam, an international travel service provider must satisfy the following conditions:
- The company is established as prescribed by the law on enterprises;
- The enterprise has paid a deposit to a bank;
- The person in charge of provision of travel services holds a college degree or higher in travel; in case he/she holds a college degree or higher in another major, a certificate of training in international tour operation is required.
The person in charge of business in travel services company must graduate at least a college degree in travel including:
- Tourism and Travel Management;
- Tourism Management;
- Tourism Controlling;
- Travel Marketing;
- Tourism and Travel;
- Tourism Management and Bussiness;
The person in charge of business must be one of following people:
- Chairman of the Board;
- Chairman of the Members’ Council
- Chairman of Company;
- Owner of private enterprise;
- General director; Director or Vice Director;
- Head of travel service business division
Note: It is obliged to have appointment decision or labor contract between company and the person in charge of business of travel services;
1.3 PAYMENT OF DEPOSIT BY TRAVEL SERVICE PROVIDERS:
Pursuant to Article 14 Circular 168/2017/NĐ-CP regulates detail of some Article of the Law on Tourism 2017, Deposit and deposit methods as following:
- The domestic travel service deposit is VND 100,000,000 (one hundred million dong).
- International travel service deposit:
a)Provision of travel services for inbound tourists: VND 250,000,000 (two hundred and fifty million dong);
- b) Provision of travel services for outbound tourists: VND 500,000,000 (five hundred million dong);
- c) Provision of travel services for inbound and outbound tourists: VND 500,000,000 (five hundred million dong).
The travel service company shall pay the deposit in Vietnamese dong to a commercial bank, cooperative bank or branch of a foreign bank established and operating in Vietnam and be entitled to enjoy interest under the agreement between the company and the depository bank in accordance with regulations of law. The deposit must be maintained during the period over which a provider provides travel services.
1.4 TOUR GUIDES
The tour guide card includes international tour guide card, domestic tour guide card and on-site tour guide card. To obtain the international tour guide card, a person shall:
- have Vietnamese nationality, reside in Vietnam;
- have full legal capacity;
- have no contagious diseases and do not use any narcotics;
- hold a college degree or higher in tour guiding; in case of a college degree or higher in another major, a certificate of training in domestic tour guiding is required;
- have a good command of the foreign language registered.
II. SCOPE OF SERVICES
· Attending various meetings with client to explain and confirm the main principles for (i) opening Company in Vietnam, (ii) apply and obtain International travel business license for the Company in Vietnam (the “Project”);
· Preparing a list of legal documents required for submission purpose. Based on the information provided by client, we will review and incorporate these documents into the application file.
2. Drafting documents:
· Drafting the Application Dossier for establishment of Operating Company;
· Drafting Charter of Operating Company;
· Drafting Application Dossier for registration of International travel business license.
· Reviewing and assembling all required documents to be included in the application dossier;
· Representing client to submit the application dossier to competent authorities; and
· Acting as client’s attorney to follow up with the competent authorities.
· Making public-notice on company establishment.
· Obtaining Corporate Stamp and Stamp Specimen Registration Certificate.
· Assisting Client on opening company bank account.
Roadmap for carrying out above scope of work can be described in details as follows:
- Preparing the application dossier: We anticipate that this phase shall be completed within from 05 working days from full receipt of information/document provided by Client. The application shall be delivered to Client for review and execution.
- Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority.
- Licensing Procedure:
- Establishment of Operating Company: around 30 – 45 working days approximately from the submission of valid application dossier.
- Registration of International travel business license: around 30 working days approximately from the submission of valid application dossier.
- Post-licensing procedure: Around 05 – 07 working days approximately from the submission
- PROFESSIONAL FEE
- To implement procedures for establishment of Operating Company, our Professional Fee shall be:__USD.
- To apply and obtain the “International Travel Business License”, our Professional Fee shall be: ____USD.
Once again, ASL LAW would like to thank you for your kind co-operation. We look forward to hearing from you soon.