Tiếng Việt
中文 (中国)
日本語
| CLIENT’S INQUIRY |
| Dear ASL LAW,
We would like to gather some general information regarding to establish a Limited liability Company in Vietnam. We would be grateful, if you could inform us regarding to all the charges and processing fees required for set up:
Activities: all free (not licensed), mainly: marketing, business mediation, providing online advertisement and marketing services, marketing consultants, investment consultations, export, import, etc.
Related questions:
I look forward hearing from you soon! Pete____ |
————– ASL LAW’S ADVICE—————–
Dear Pete__
Following the information, we would like hereinafter to send this letter to propose legal services as follows:
I. Client’s request
- Set-up a foreign-invested Company in Vietnam.
- Post-establishment consulting, including opening bank, labor, insurance accounts…
- Quotation letter for regular accounting services of the new FDI Company and other services from our Company.
- Proposal for Visa-work permit.
II. Establishing of a foreign-invested Company in Vietnam.
The investors should note the following matters:
2.1 Firstly, on the form of investment:
Establish a Limited liability Company in Vietnam between one foreign investor and two domestic investors.
=> Foreign investors must establish an investment project before establishing an enterprise.
2.2. Secondly, on investment capital for project implementation
Investment capital is the money and the other assets to conduct investment activities. Investment capital includes capital contributed by investors and mobilized capital. Mobilized capital may come from various sources such as mobilizing from banks, investors themselves or from other organizations and individuals. Schedule of capital contribution and capital mobilization proposed by the investor is shown on the investment registration certificate.
Note:
For contributed capital: Foreign-invested enterprises, when establishing a project, must prove their ability to contribute capital to the project. Capital contributed by cash is verified by the confirmation of bank account balance of investors. This balance must be greater than or equal to the committed amount contributed to the project and the latest annual financial statement of the investor who is juridical person participating in the investment. Capital contributed by machinery must be expressed in machinery purchase contracts and minutes of asset liquidation in order to prove the ownership of the investor over the machinery.
=> Foreign investors must demonstrate financial capacity to participate in project establishment in Vietnam
For mobilized capital: The investor must prove the mobilized capital in document
If investors intend to establish investment project in the industrial zone, the conditions for entering into the industrial zone are related to the capital contribution and the total investment capital of the project.After being granted the investment registration certificate and the business registration certificate, the investor shall have to open a direct investment capital account at a functional bank in Vietnam in order to conduct the transfer of capital within the prescribed time limit.
2.3 Thirdly, on the location of the project implementation, address of the head office of the company
The location of the project is the address indicated on the investment registration certificate and the place where the project implementation takes place. Head office address is the working place and transaction place of the enterprise. Commonly, foreign-invested enterprises usually set their head office and project location at the same place.
Pursuant to the provisions of the Housing Law, the place of implementation of the project and the address of the head office must not be condominiums. If the place is a house on land, there must be a certificate of land use right, certificate of ownership of the lessor’s house. If the location is an office building, there must be a document proving that the building has the office leasing function and the legal documents of the lessor.
2.4 Fourthly, Business lines
Foreign-invested enterprises are only allowed to do business in the fields which are not in violation of the provisions of the law of Vietnam and in accordance with international treaties.
According to WTO commitments (The foreign investors’ country is one of member in WTO), we would like to give you the comment as follows:
| NO | Business lines | NOTE |
| 1 | Marketing | Ability to register.
Foreign service suppliers are permitted to establish joint venture or business cooperation contract with Vietnamese partners who are legally authorized to do advertising services |
| 2 | Business mediation | Ability to register |
| 3 | Providing online advertisement and marketing services, marketing consultants | Ability to register Providing marketing services, marketing consultants.
Foreign service suppliers are permitted to establish joint venture or business cooperation contract with Vietnamese partners who are legally authorized to do advertising services |
| 4 | Investment consultations, export, import, etc. | Ability to register |
2.5 Fifthly, The fees of Establishing of a foreign-invested Company in Vietnam
| No | SCOPE |
TIME |
FEE (USD) |
| 1. | Applying for Certificate of investment registration | 20 working days | __ |
| 2. | Applying for Certificate of Business registration | 05 working days | |
| 3. | Engraving the seal and notification seal design |
03 working days |
|
| 4. | Announcing business registration information on the National Business Registration Portal | ||
| Total: Thirty five million Vietnamese dong | 28 working days | ___ | |
Note: Above fees include fee for state authorities, service fee but exclude 10% VAT tax, translation and notary fees (if any).
2.6 Sixthly, List of records provided by customers
| No | Category | Number | |
| For investors who are legal entities | |||
| 01 | Business registration certificate | 05 | |
| 02 | Audited financial statements for the last 2 years | 05 | |
| 03 | Operation charter | 05 | |
| 04 | Statement of bank account balance | 05 | |
| 05 | Passport of the capital manager in Vietnam | 05 | |
| For individual investors | |||
| 01 | Passport of investors | 05 | |
| 02 | Confirm bank balance | 05 | |
| For Vietnamese group investors | |||
| 01 | Business registration certificate | 03 | |
| 02 | Audited financial statements for the last year | 03 | |
| 03 | Statement of indirect investment capital account of investors | 03 | |
| 04 | Other documents (if needed) | 03 | |
| For Vietnamese individual investors | |||
| 01 | Passport/ID | 03 | |
| 02 | Confirm bank balance | 03 | |
III. Proposal for Visa-work permits in Vietnam.
3.1. Fees of applying for VISA-work permits in Vietnam
| No | Content of work | Duration | Time | Fee |
| 1. | Visa-work permits | 1 year | 07 working days | __ USD |
3.2. List of records provided by customers
| No | Category | Quantity | |
| Required documents in foreign | |||
| 01 | Passport | 01 | |
| 02 | Certificate of investment registration | 03 | |
| 03 | Certificate of Business registration | 03 | |
| 04 | Work permit or work permit exemption for those who are exempt from work permits | 02 | |
3.3 Procedures required after establishment of a foreign-invested Company in Vietnam
| No | Content of work | Cost |
| 1. | Consulting about tax procedures after establishment | |
| 2. | Making the enterprise’s signboard | |
| 3. | Consulting and implementing the procedures for declaration and submission of license fee | |
| 4. | Consulting about the method of calculating VAT | |
| 5. | Consulting and implementing the procedures for printing VAT invoices | |
| 6. | Consulting about the procedures for opening bank accounts, including both direct investment capital accounts and trade accounts | |
| 7. | Implementing the procedures of opening a direct investment account (in Hanoi) | |
| 8. | Implementing the procedures of opening a trade account | |
| 9. | Announcing bank account information at the Business Registration Office | |
| 10. | Electronic tax registration | |
| 11. | Registering salary scale | |
| 12. | Registering, paying insurance and buying insurance for labors | |
| 13. | Signature for 3 years | |
| 14. | Consulting and implementing other procedures at the social insurance agency |
Regarding accounting services (quarterly declaration, making and printing books of Financial Statements):
| No | Content of work | Fee |
| 01 | Declaring and reporting corporate tax has not yet generated revenue | |
| 02 | Year-end financial statements |
Noted:
The above cost excludes VAT 10%.
– The above cost is applied to the case where the customer provides sufficient documents and documents;
– The above costs do not include obligations to the State budget, penalties as decided by the State agency.
ASL LAW – Vietnam Business Law Firm
