Some Modifications on Business Registration from October 10th, 2018

 Decree no.108/2018/ND-CP amending and supplementing a number of articles of Decree No.78/2015/ND-CP effective from October 10th, 2018 has provided many new procedures of business registration.

The new decree stipulates clarification on some contents about the procedure on business registration, of which, the highlight are the procedures that do not to require the seal stamped on the dossier on business registration and that the power of attorney for a person whom establishes the company does not need notarization, authentication at Clause 1 and 2 of Article 1 Decree No. 108/2018/ND-CP. In the past, due to the lack of clarification on the above matters, some competent authorities require to affix the seal on the dossier of business registration and request the notarization of the power of attorney. These procedures created some troublesome in practice.

Another regulation that facilitate the business transaction is that previously enterprises can only set up business locations in the province or city under central authority where their head office or branch is located. It means that if an enterprise wishes to set up another business location where the office is located, it has to go through two procedures: setting up a branch first then setting up a business location. The procedure of setting up a branch is more complex more than the establishment of business locations. With the changes in the decree 108/2018/ND-CP, enterprises are allowed to set up business locations in other provinces or centrally-run cities where their head offices or branches are opened. The scope of work is simpler and more cost-effective, the transactions of the place of business are accounted for by the parent company, thereby reducing the workload for the accountant of the company.

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 have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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Renewal of License for the Establishment of Branches Office in Vietnam

    How to extend branch license in Vietnam?

The extension of the license for the establishment of a foreign trader’s branch in Vietnam shall be following the regulation of the commercial law and the relevant guiding decrees and circulars under Vietnam laws.

Preparation of dossiers for extension of license for the establishment of branches includes:

• Application for extension of license for the establishment of branches, made according to the form set by the Ministry of Industry and Trade, signed by a competent representative of the foreign trader;
• A copy of the business registration certificate or equivalent paper of the foreign trader that is translated into Vietnamese and certified by a Vietnamese diplomatic mission or consulate abroad consular legalization in accordance with the law of Vietnam;
• Copies of audited financial statements or documents certifying the fulfillment of tax or financial obligations in the latest fiscal year or papers of equivalent value issued by competent agencies or organizations (where the foreign trader established) to prove the existence and operation of the foreign trader in the latest financial year, it must be translated into Vietnamese and authenticated in accordance with the provisions of Vietnamese law;
• A copy of the license for the establishment of the branch.

The order and procedures for extension of the license for the establishment of the branch at a competent agency shall be as follows:

• A dossier for extension of the license for the establishment of the branch must be submitted within 30 days at the latest before the license expires;
• Foreign traders submit applications directly or via post or online (if applicable) to the Ministry of Industry and Trade;
• Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall check and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;
• Within 05 working days from the date of receipt of the complete and valid dossier, the Ministry of Industry and Trade shall renew the branch establishment permit. In case of non-renewal, the reasons therefor must be clearly stated in writing;
• In case the extension of the license for the establishment of the branch is not governed in specialized legal documents, the Ministry of Industry and Trade shall send a written request for comment to the specialized management ministry within 03 working days from the date of receipt of a complete and valid file. Within 5 working days from the date of receiving the Ministry of Industry and Trade’s written request, the specialized managing ministries shall clearly state whether they agree or disagree with the license extension. Within 5 working days after receiving the opinions of the specialized management ministry, the Ministry of Industry and Trade shall extend or not extend the branch establishment permit to the foreign trader. In case of non-renewal, the reasons therefor must be clearly stated in writing;
• Within 15 days from the date of extension of the license for the establishment of the branch, the Ministry of Industry and Trade shall publish on the website of the Ministry.

Our lawyers in Vietnam constantly follow up with changes of law to provide the client with update for better decision making process.

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Which Authority Approves Business Setting up in Vietnam?

Investment projects in Vietnam could be evaluated and approved for business setting up at top level of the government, at ministerial levels or at the provincial levels.

The licensing authorities for business setting up in Vietnam has been divided to distribute workloads at different state agencies with aim to speed up the process and attract more quality investment projects in Vietnam.

In practice, the process for establishing companies or executing investment projects in Vietnam would take from one month for simple project, three to six month for areas categorized under conditional investment areas, requiring sub-licenses, or additional time for more complicated projects. At the provincial levels, there might be inconsistency between cities and provinces due to different interpretation of laws. For investment project with difficulty to manage, the provincial levels would need to consult with technical department of central government agencies, as such the time taken to process the investment certificate would be lengthen.

Understanding the mechanism and the work division of Vietnam authorities that evaluate and approve business licensing at different government agencies would help foreign investors to smoothen the process and improve their experience in Vietnam.

It is notable that, the government level will be focusing on significant projects, in special area at large investment capital with impact on social economic situations. Most of the investment licensing procedures will be carried out at the provincial levels where the investment projects exist.

The following will point out directions for foreigners to approach respective agencies based on the particular area of interests, scale, and nature of the investment. However, to avoid delay and increase effectiveness, it is advisable that the foreign clients would consult with Vietnam law firms to help advise and represent them in preparing and executing the investment in Vietnam.

I. Projects evaluated and granted investment licensing at government level

Depending on the business nature, industry sector, investment scale, and investment policy, the Vietnam Prime Minister, on behalf of the government will evaluate and approve investment licensing for setting up business.

1. The investment project in Vietnam the government will evaluate and approve regardless of funding, the scale of investment are in the following areas:

a) Development and commercialization of airports and air transport;

b) Development and commercialization of national port;

c) Exploration, mining and processing of oil and gas; exploration and exploitation of minerals;

d) Radio, television;

e) Casino;

f) Production of cigarettes;

g) Establishment of university level educational institute;

h) Establishment of industrial zones, export processing zones, high-tech zones and economic zones.

2. Although investment projects which do not fall under the cases listed above, but the government of Vietnam also evaluates and approves investment project with investment capital of VND 1,500 billion (around USD 75 mil) upwards regardless of funding and in the following areas:

a) Sales of electricity, mineral processing, metallurgical;

b) Construction of railway infrastructure, roads, inland waterways;

c) Production, sales of wine and beer.

3. Further, the government of Vietnam also evaluates and approve investment projects with foreign investment in the following areas:

a) Maritime transport;

b) Establishment of networks and provision of postal services, courier, telecommunication and internet; network setup and signal transmission;

c) Printing and distribution of newspapers; publication;

d) Establishment of independent scientific research.

4. Where the investment projects specified in the above cases are in the plan which the Prime Minister has approved or authorized other agencies to approve, and that the investment projects meet the conditions prescribed by law and treaties to which Vietnam Nam is a member, the agency granted investment certificates perform the procedure for issuance of investment certificates is not required to submit to the Prime Minister to decide on the investment policy.

5. Where the investment projects specified in the above case is not in the plan which has been approved by the Vietnam Prime Minister or authorized other agency to approve, and that the projects do not meet the conditions for market access provisions in international treaties which Vietnam is a member, the agency granted investment certificates shall consult with other of relevant industries and submit to the Prime Minister for investment policy decision.

II. Projects evaluated and granted investment licensing at ministerial level

1. The Vietnam Ministry of Planning and Investment shall evaluate and approve licensing for investment projects in the form of BOT, BTO, BT.

2. Other ministries will be evaluating and granting license for investment in some sectors.

a.Vietnam Ministry of Commerce and Industry shall evaluate and approve licensing for investment project in oil and gas sector;

b. Vietnam State Bank shall grant licensing for financial institutions;

c. Vietnam Ministry of Finance shall be responsible for issuing license for investment project of insurance business.

III. Projects evaluated and granted investment licensing at provincial levels

1. Department of Planning and Investment shall be the single point of contact that receive the application and evaluate the investment plan of the foreign investors wishing to establish business in Vietnam for projects

a. Outside of Industrial Zone, Industrial Processing Zone;

b. Infrastructure development project for Industrial Zone, Industrial Processing Zone which management board of industrial zone and industrial processing zone are not yet established.

2. The management board of Industrial Zone, and Industrial Processing Zone:

a. For investment projects within the Industrial Zone, and Industrial Processing Zone which are not under the authority of the Prime Minister;

b. Infrastructure development project to for industrial zone and industrial processing zone.

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Hau Giang Reduces 50% Investment Licensing Time

Hau Giang province affirmed to speed up administrative procedures reformation, reducing 50% of the time for granting investment licenses and business registration, creating favorable conditions for investors when they set up business.

In which, Hau Giang province is calling for investment in 7 key projects, including industrial zone infrastructure development, hi-tech agriculture and ecotourism… with a total investment of nearly 300 million USD.

According to the vice chairman of Hau Giang People’s Committee, besides the policies in accordance with general regulations, localities also have their own incentive mechanisms for investors such as tax incentives, land rent exemption and reduction, investment support for manufacturing, preservation and processing facilities…, especially projects for sustainable development of agriculture and high technology application…

Furthermore, Department of Planning and Investment of Hau Giang province affirmed that the local authorities will shorten the maximum time for carrying out procedures, creating favorable conditions for enterprises and investors. Specifically, the business registration procedure is 3 days according to the law, but the locality can complete in 1.5 days. Regarding the investment policy, the law regulates 32 days but it is shortened to 15 days by the locality; time to receive and appraise for issuing investment certificate is only 3 days; discounted 2 days as prescribed.

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Where Foreign Investors Obtain Investment License in Vietnam?

    To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).

Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved. MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam. Foreign investors apply for investment license at MPI which is acting as the contact point. People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.

In case the foreign investor setting-up a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval. Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for setting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.

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Authorized Representative of the Company Under New Law on Enterprises

In order to raise the standard of business environment in Vietnam, Law on Enterprises 2015 reduced many administrative procedures of establishing and running a business, including the representative authorization of the member or shareholder of the company.

One of the distinguished amendments: authorized representative of the member or shareholder which is legal entity is not required to inform the licensing authority (i.e. Department of Planning and Investment).

Law on Enterprises 2015 provides that the appointment of an authorized representative must be made in written, notified to the Company and take valid from the receipt date of the Company while under Law on Enterprises 2005, the same must be registered at the licensing office.

In addition, any restrictions by the authorizing member on his/her authorized representative in the performance as member in the Members’ Council or shareholder in the Shareholders’ Meeting shall not enforce against the third party.

ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice. The firm provides a wide range of legal services, including M&A, corporate establishment, business advisory, tax advisory, dispute resolution for multinational and domestic clients.

This publication is designed to provide updated information of legal matters, and does not constitute professional advice.

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How to Establish Company in Vietnam?

     Foreign investors may invest in the form of 100% capital to establish company in Vietnam, being limited liability company, joint stock company, partnership company.

Foreign investors that invest in Vietnam for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted investment registration certificates. Investment certificates shall concurrently be business registration certificates.  Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

A project dossier for establishing company in Vietnam shall comprise:

• Registration/Request for issuance of Investment Certificate;
• A report on financial capability of the investor;
• Draft of the company’s charter;
• List of members of company;
• Copy of the people’s identity card, passport or other lawful personal certification, for individual members;
• Copy of the establishment decision, business registration certificate or other equivalent document, for member organizations;
• Copies of the authorization document, the people’s identity card, passport or other lawful personal certification, for authorized representatives.
• Copies of the business registration certificates of the foreign member organizations must be authenticated within three months before the date of submission of the business registration dossier by agencies where such organizations are registered;
• Written authorization of the investor in case investor is organization and valid copy of the lawful personal certification of the authorized representative. Documents in foreign languages must be translated into Vietnamese, notarized and legalized;
• The joint-venture contract or Business Cooperation Contract (BCC);
• Other documents required by Vietnam law.

The establishment of a company in Vietnam would take from 30 days.  The extra time might be needed in case the investment area is conditional or the State government needs to examine the investment project.  Minimum capital, special licenses or other conditions might be required in certain investment projects.

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 have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang. 

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10 Questions to Ask Before Setting up Company in Vietnam

Foreigners are encouraged to make investment in Vietnam through direct investment by Setting up company in Vietnam.

However there are restrictions in some cases in regard to investment capital, investment area, special licenses required. The investor is suggested to consult with a law firms in Vietnam for advice and service offering.

Before setting up business in Vietnam, ask yourself the following questions:

1. Which business should I invest in Vietnam?

There are non-conditional investment areas and conditional investment areas. Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding… which are more complicated with investment conditions. Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

2. What should I name the business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name. The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses. For instance, the company could be named Alpha consulting limited liability company.

3. Where should I register the address of the business in Vietnam?

Not every address could be used to register a company. The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

4. What is the legal structure of the company?

Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

5. How much capital is required to set-up a company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

6. Whom will be legal representative and work permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally. The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

7. How long does it take to set-up a company in Vietnam?

It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in conditional investment areas i.e. trading company in Vietnam, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

8. Whom will be granting the investment license in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

9. What are the tax liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0. Import tax varies according to tariff. Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%. Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.

10. What are mandatory reports submissions requirement in Vietnam?

Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually. Foreign companies are also required to have financial audit taken before the financial year end. The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.

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What Important Step-by-Step Guide to Establish Company in Vietnam?

    When foreign investors invest in Vietnam, they could establish company in Vietnam. Foreign investors have the right to choose the appropriate forms of enterprise such as a limited liability company, joint stock company, etc. with specific steps are as follows:

Step 1: Register the investment project

Investors submit an investment project registration file to the Business Registration office of the province or city or the management board of an industrial zone, an export processing zone or a high-tech zone for the approval of an investment project during the period within 15 days (without time for clarification).

Step 2: Apply for Certificate of investment registration

After approval of the investment project, investors submit a valid record to the Department of Planning and Investment within 10 days to apply for a business registration certificate.

Step 3: Apply for the certificate of business registration

After obtaining the business registration certificate, the investor shall submit the application for enterprise registration certificate to the enterprise registration office within 3 days.

Step 4: Publish the content of the business registration

After being granted the certificate of enterprise registration, the investor shall disclose information about the enterprise on the national enterprise registration portal within 30 days, including the following information:

i, Business lines;

ii, List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Step 5: Registered business stamp

The enterprise has the right to decide on the form, quantity and contents of the stamp of the enterprise. The content of the stamp must show the following information:

– Company’s name;

– Business code.

After receiving the legal entity stamp and before using the business stamp, the enterprise must send a notice on the stamp of the enterprise to the business registration office for publication in the National Information Portal on the business registration.

Step 6: Notice of use of stamp:

After having stamp made, investors submit notices on use of stamp forms to the Investment registration agency.After receiving the record, the Investment registration agency issues a receipt for the enterprise, publishes the notice of the enterprise on the National Business Information Portal and issues a notice of the posting, stamp samples of enterprises, branches and representative offices for enterprises.

Step 7: Open bank account:

Investors need to open two types of bank accounts, namely the investment capital account to receive the investment amount and the transaction account for conducting daily transaction in Vietnam.

Step 8: The post licensing procedures:

For the conditional business lines:

Investors investing in conditional businesses lines as regulated in Appendix 4 of the Investment Law 2014 must apply certificate of business qualification, practicing certificates, professional liability insurance, legal capital requirements, etc. before conducting business 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 have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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How Vietnam Support Start-up Company in Vietnam?

    Start-up company is a topic that is receiving much attention in Vietnam, especially in the context of the country’s strong integration with the world economy. Starting a business is expected to create economic growth, make a positive contribution to socio-economic development. From start-up ideas gradually appears startup businesses in Vietnam. Every year, Vietnam has hundreds of new businesses established, in which the number of small and medium enterprises account for the majority. Because they are small and medium-sized enterprises, it is inevitable to face great competitive pressure from large traditional enterprises as well as competitors.

The identification of small and medium enterprises is the basis for the State to have supportive policies to help enterprises face competitive pressure in the market. Criteria to determine small and medium enterprises include: field of operation, average number of employees participating in social insurance per year, total revenue or total capital of the enterprise.

Firstly, micro-enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 10 people and the total revenue in the year not exceeding 3 billion VND or the total capital of the year is not more than 3 billion VND. Micro enterprises in the field of commerce and services employing no more than 10 employees per year on average with social insurance contributions and total annual revenue is not more than 10 billion VND or the year’s total capital is not more than 3 billion VND.

Second, small enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 100 people, total revenue in the year not exceeding 50 billion VND or total capital of the year not exceeding 20 billion VND, except micro-enterprises. Small enterprises in the field of commerce and service that have an average annual number of employees who participate in social insurance no more than 50 employees total revenue in the year is not more than 100 billion VND or total capital of the year is not more than 30 billion VND, except micro enterprises.

Third, medium enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 200 people, total revenue in the year not exceeding 200 billion VND or total capital of the year not exceeding 100 billion VND but not micro-enterprises and small enterprises. Medium enterprises in the field of commerce and service that have an average annual number of employees who participate in social insurance no more than 100 employees, total revenue in the year is not more than 300 billion VND or total capital of the year is not more than 100 billion VND but not micro enterprises and small enterprises.

Because there are a large number of enterprises in the Vietnamese market, the State has introduced policies to support small and medium enterprises such as technology support, information support, consulting support, supporting human resource development, supporting small and medium enterprises to transform from household businesses, small and medium enterprises to innovative start-ups, small and medium enterprises joining industry clusters, value chains. Small and medium enterprises play an increasingly important role in the economic development of countries around the world. With the ability to create business opportunities and effective jobs, this business model is increasingly encouraged to develop and receive support from state agencies to expand and develop this business model in Vietnam.

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What Foreign Investors Should Know When Setting up company in Vietnam in 2022?

 In the period of global economic integration, especially Post-Covid-19 era, Vietnam – a developing country is considered one of the countries with potential markets that foreign investors choose to establish the business here taking advantage of the government policy to promote the economy i.e. “new normal” adaption living with Covid-19, quick opening of border allowing tourists to visit Vietnam since Apr 2022, tax reduction, public investment increase…

Whom can set up business in Vietnam?

First, the objects allowed to establish and manage enterprises in Vietnam are all organizations and individuals who are not in the following cases: (i) Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons; (ii) People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law. At the same time, individuals with foreign nationality implementing business investment activities in Vietnam are considered foreign investors. The implementation of investment forms; the scope of operation as well as related procedures must meet the conditions under the Investment Law; related legal documents; other conditions of international treaties that Vietnam is a member.

How to invest and set up business in Vietnam?

Second, foreigners, foreign investors must explore legal forms of investment in Vietnam including: (i) Investing in establishing economic organizations; (ii) Invest in capital contribution, share purchase and purchase capital; (iii) Implementing investment project; (iv) Investment in the form of BCC contract; (v) Forms of investment and new economic organizations according to the Government’s regulations. They need to consider projects planning to invest in Vietnam in case of requesting approval of investment policy of 2020 Investment Law. The investment project of foreign investors is required to carry out procedures for granting investment registration certificates. If the case must be proposed to approve the investment policy, they must prepare dossiers and carry out procedures to request approval of investment policies. When completing the procedure, they will be granted a written decision on investment policy and investment registration certificates. If not falling in the case of approval of investment policy, foreign investors conduct procedures for applying for investment registration certificates.

What documents required to set up company in Vietnam?

Third, after being granted a certificate of foreign investment registration, foreign investors shall continue the procedures for enterprise registration. Vietnam laws do not have to limit the type of enterprise to foreign investors, hence investors can choose: One member limited liability Company; Two-member limited liability companies or more; Joint stock company; Partnerships. Each type of business has different advantages and disadvantages, and foreign investors should base on the purpose and investment scale to choose the type of suitable form of investment. In addition, the investment under the conditional business lines need to fully meet the conditions according to the provisions of law. Depending on the type of business, there will be the document requirements that need to register accordingly. And most importantly, foreign investors must prepare necessary conditions and sufficient conditions (validated documents for use in Vietnam, business name, head office address, business line, charter capital, legal representative,…) attached to the understanding and implementation of the order and procedures when they want to establish a certain type of enterprise in accordance with the Enterprise Law 2020.

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 have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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In The First Half of 2020, Foreign Investment in Vietnam Reached 15.67 Billion USD

In the first half of 2020, foreign investment in Vietnam reached 15.67 billion USD

Influenced by the Covid-19 pandemic, foreign investment in Vietnam continued a downward trend, reaching 15.67 billion USD in the first 6 months of 2020. However, the situation is gradually improving.

According to data from the Foreign Investment Agency (Ministry of Planning and Investment), as of June 2020, the total newly registered capital, adjusted and contributed capital to purchase shares of foreign investors reached 15.67 billion USD, equal 84.9% over the same period in 2019.

As such, the Covid-19 pandemic has continued to affect the flow of foreign investment into Vietnam.

Of the total nearly 16 billion USD of registered foreign investment in Vietnam in the first half of the year, 8.44 billion USD came from 1,418 newly registered projects, increase by 13.8% over the same period.

Besides, there were 526 turns of project registered to adjust investment capital, with the total additional registered capital of over 3.7 billion USD, increase by 26.8% over the same period.

Specifically, in June 2020, the whole country attracted 1.79 billion USD of newly registered capital, adjusted and contributed capital, bought shares of foreign investors, increase by 3.1% over the same period in 2019, an increase of 14.9% compared to May 2020 and accounted for 11.4% of total investment capital attracted in the first 6 months.

Some notable projects that have been granted investment certificates in the past 6 months are Bac Lieu LNG Plant Project – 4 billion USD; Southern Vietnam Petrochemical Complex Project (Thailand), adjusted to increase capital by 1,386 billion USD; Radian Jinyu Tire Manufacturing Factory (Vietnam) – 300 million USD…

Particularly in June 2020, a number of large projects were granted investment certificates. Of which, there are: Knitting Factory Project at Texhong Hai Ha Industrial Park – 214 million USD; USI’s factory in Vietnam (China) – 200 million USD…

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Lien Chieu Port Project Attractive to Investors

With the attention of many investors, Lien Chieu port project promises to attract large capital to build and form a large-scale logistics port in the Central of Vietnam and also attractive foreign investors to invest in Vietnam.

The Lien Chieu port project is being implemented by the Government and Da Nang City urged to speed up the implementation process. According to expert, the construction of Lien Chieu port could not be delayed any longer. Because Tien Sa port has been over 118 years, the life cycle is old and does not meet the demand for a large logistics port in the region.

Lien Chieu Port will have an area of about 220 hectares, of which 70% is for warehousing, the capacity of 3 phases is up to 2 million TEUs, general cargo is about 5 million tons. Lien Chieu Port serves not only cargo for Da Nang or neighboring provinces, but also the East-West economic corridor.

The total estimated investment is 3,426 billion VND for the shared infrastructure for Lien Chieu port project, in which the central budget accounts for 87.4% from the contingency of the Medium-term Plan for the period 2016 – 2020 and Medium-term Plan source for the period 2021 – 2025; the budget of Da Nang City is expected to contribute 12.6%; Da Nang has also arranged 30 billion VND capital plan for 2020.

Meanwhile, the call for investment in harbors, container yards, general warehouses, logistics areas, logistics facilities behind the port… is also receiving the attention of many investors. Recently, the Japan International Cooperation Agency (JICA) has proposed a grant of 50 million Yen (equivalent to 11 billion VND) to survey and collect Lien Chieu port development research data.

The research results are the basis for JICA to continue reviewing and supporting the Pre-Feasibility Study Report of Lien Chieu port project. Currently, many domestic and international investors are also interested in participating in the construction of Lien Chieu port such as T&T Group, Tan Cang Saigon, Boskalis Inter A.V Company (Netherlands) and Japanese investors.

Component 2 of Lien Chieu port project will be invested in the form of mobilizing and calling businesses to invest with appropriate sizes in planning and in each development stage. After completing the procedure, Da Nang city will organize bidding, open auction…

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Cooperation between Vietnam and Japan After the Covid Epidemic

On May 15, 2020, the Minister of Planning and Investment met Ambassador Mr. Yamada Takio (Japan) on the occasion of starting his working term in Vietnam. The parties spent time welcoming and sharing a number of problems that need to be resolved to promote investment activities between the two countries in the context of the Covid-19 epidemic, including promoting public investment, promoting investment in the private sector, attracting investors to set up company, factory and implement investment into export processing zones in Vietnam.

The Ambassador said there are currently more than a thousand Japanese experts who wish to have work permit, investment visa, temporary residence card to go to Vietnam to restore business production. In addition, Japanese small and medium enterprises are very interested in the Vietnam market. Japan Government has provided 23.5 billion yen (USD 220 million) to encourage domestic enterprises to transfer production activities to Southeast Asian countries, including Vietnam, which is an opportunity for Vietnam to attract FDI to register investment project in setting up factory in Vietnam.

Following the the investment shift after the US-China Trade war (2019) and the Covid-19 epidemic, many Japanese investors intend to withdraw from China to invest in Vietnam to set up factory, and company and form a new supply chain. Accordingly, Vietnam will have a plan to create a working group to attract Japanese enterprises to invest in the fields and provinces that Vietnam wishes to contribute more to the socio-economic development of Vietnam. In 2019, Japan is the fourth-largest FDI country in Vietnam, the second largest investment partner in Vietnam implementing the project, with a total investment of USD 59.3 billion.

With its advantages and experience, Japanese investors are investing in Vietnam in the fields of professional science, technology, information technology, wholesale, retail, engineering and real estate. These industries are the advantages of Japanese investors when investing in Vietnam, which it not only brings benefits to investors but also helps Vietnam to learn management experience and operation from Japan, helping Vietnam to apply to develop the domestic economy.

The Vietnamese representative emphasized the importance to attract Japanese enterprises to invest smoothly and successfully in Vietnam, including large and small and medium-sized enterprises to contribute more to the socio-economic development of Vietnam. At the same time, the Ministry of Planning and Investment continued to work closely with the Embassy as well as with the Ambassador’s individual to bring closer cooperation between the two countries.

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“Golden Opportunity” To Welcome FDI Movement

There are “golden opportunities” for the world to know Vietnam and invest in Vietnam, with a special advantage of “strategic trust”, a safe investment destination and ready to welcome shifting capital flows. But taking advantage of opportunities or not depends on the actions of Vietnam.

There is no doubt that there is a wave of foreign investment moving away from China into Southeast Asia, including Vietnam.

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In fact, the trend of shifting investment from China into Vietnam has started to become stronger since last year, after the US – China trade war became more and more complicated. The Covid-19 pandemic has accelerated this trend. Not only the administration of President Donald Trump, but also many European countries, including Japan have also called and announced their willingness to support their companies to move production out of China to reduce dependence on this economy.

Perhaps, because of that, for the first time, Apple is stepping up the production of AirPods wireless headphones in Vietnam, the number can be up to millions of products. And not only headphones, but many other important components are also expected to be manufactured in Vietnam, helping Apple no longer have to rely heavily on suppliers from the Chinese market. Recently, Apple Vietnam has announced the recruitment of many important technical personnel, and the move is thought to be made to better monitor the production of these components in Vietnam.

Both Microsoft, Samsung, LG and many other large and small corporations are also investing in Vietnam market.

Speaking at the Prime Minister’s meeting with businesses, representatives of European, Japanese, Korean and US businesses… in Vietnam have confirmed their interest in Vietnam’s investment destination.

In the first four months of 2020, foreign investment in Vietnam tended to decline, but according to the Deputy Minister of Planning and Investment, Vietnam was still a lucky market, as one of the few countries in the world still recorded positive investment flows. If Vietnam early controls the epidemic and the positive macroeconomic prospects return from the third quarter, it may benefit from the shift of foreign investment flows.

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Socio-economic development goals of Vietnam in the period of 2021-2025

On April 14, 2020, the Prime Minister issued Directive 18/2020/CT-TTg on Vietnam’s socio-economic development plan for the period of 2021-2025. The Directive summarizes the results achieved during period of 2016-2020 and sets development goals for the period of 2021-2025.

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The Directive identifies the results achieved in the period of 2016-2020, along with focusing on analyzing the quality of economic growth, implementing restructuring of each industry, each field and development competitiveness of each region.

In addition, the goal in the period of 2021-2025 is to improve labor productivity, competitiveness, improve business environment, support and develop businesses, create new business environment applying information technology, increase production capacity. Accordingly, set a common goal of achieving the country’s average economic growth rate from 5 years from 2021 to 2025 by about 7%, but agencies and localities depending on the actual situation to make their appropriate growth. In addition, the Directive also clearly stipulates the target of average GDP in this period is 3,200-3,500 USD/person, in which the proportion of industry and services in GDP by the end of the period reaches 85%, the rate of trained labour reaches 65-70%.

Regarding the direction of social development, the Directive plans to complete a number of projects such as the project “Strengthening the capacity of arbitration in resolving trade and investment disputes in service of international integration”, Project “Promoting cashless payment for the period 2016-2020”, Project on “Developing Vietnam’s environmental industry to 2025”, “Project on domestic coordination mechanisms to solve problems environment in Free Trade Agreements (FTA)”.

In addition, the Directive also sets out the goal of promoting the construction of synchronous infrastructure such as transportation, seaports, energy, information and communication technology, urban areas, agriculture, etc. develop urban areas in line with the trend of smart, green, environmentally friendly urban centers, adapting to climate change, focusing on improving urban quality.

With the goals achieved in the period of 2016-2020 and the goals were set in the period of 2021-2025, Vietnam hopes to achieve the socio-economic benefits set out in order to further develop the country, bringing development life to all aspects and bringing Vietnam to compete with other countries in the world.

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Promote Vietnam-Canada investment under the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)

Within the framework of CPTPP, Vietnam and Canada organized a “Business in Vietnam” Workshop organized by the City of Toronto and the Canada-Vietnam Trade Council in Toronto, Canada to promote investors to invest in Vietnam and set up company and factory.

Through the workshop, the participants discussed the topics “Looking back on a year of implementation of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and opportunities in Vietnam” and “sharing business experience in Vietnam”. The parties assessed the investment opportunities in the field of aviation, information technology, telecommunications, agricultural products and services in Vietnam by Canadian investors.

The Export Development Canada Agency (EDC) representative affirmed that with the favorable demographics and the growing in middle class, the Vietnam economy brings many opportunities for Canadian businesses. Besides, before entering the market in Vietnam, enterprises should prepare to invest time and resources to build sustainable relationships in the local and recommend that Canadian exporters should choose a local representative to import/distribute their products.

The agencies like EDC and TCS (trade support agencies, under the Department of Global Affairs, which has than 1,000 Canadian trade experts) could play an important role in assisting businesses with go to the new market during the term of business. In 2019, Vietnam continues to be Canada’s largest trading partner in Southeast Asia, with two-way trade turnover estimated at CAD 7.8 billion (USD 5.98 billion).

Participants mentioned the potential of cooperation between Vietnam and Canada in the field of finance, in the context of the value of financial services import into Vietnam reaching 523 million USD in 2018. Vietnam’s investment in transport infrastructure – an area where Canada has many strengths – is expected to increase to USD 11 billion by 2020 and USD 17 billion by 2025. This is considered to be “expected land” that businesses of the two countries should promote exploitation.

Representative of Canada-Vietnam Trade Council opined that this seminar attracted the attention from the Canadian Government, the provincial Government of Ontario and especially Canadian businesses because they received many opportunities in Vietnam, a country with a stable economy and strong growth. As part of a cooperation agreement between Toronto and Ho Chi Minh City, the Canada-Vietnam Trade Council in collaboration with the Toronto city is planning a business trip to explore the market of Ho Chi Minh City to facilitate connecting Toronto businesses to access Vietnam market, set up company in Vietnam.

The participants expressed their desire to further promote investment opportunities from both countries. Thereby, it is hoped that in 2020, there will be more Canadian investors investing in Vietnam, which will help the parties improve the effectiveness of long-term cooperation in the future.

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Anti-dumping Law: The Basic Concepts

1. What is dumping?

In international trade, dumping is a phenomenon occurs when a commodity is exported at a price lower than the selling price of that item in the domestic market of the exporting country. Therefore, it is simple to understand that if the export price of a commodity is lower than its domestic prices, the product may be considered to be dumped.

2. Why is dumping?

There are many causes of dumping in international trade. In fact, there are many cases that seller deliberately dumping in order to achieve certain benefits such as: Dumping to eliminate competitors in the import market to become monopoly and gain market share; Selling at low price to acquire foreign currency… Sometimes, the dumping is reluctant because the manufacturer and exporter cannot sell product, the production is stalled then the long-term storage products could be corrupted… Hence, they have to sell off to recover capital.

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In international trade, the anti-dumping tax may be imposed without regarding to the reason why the manufacturers dumping. Dumped into foreign markets is often perceived as a negative phenomenon because it reduces the competitiveness of prices and the market share of domestic products of importing countries.

However, dumping can have positive impacts on the economy: consumers benefit from low price goods; if dumped goods are inputs of other manufacturing sector then the low raw material prices can make certain growth of that industry… Therefore, not all acts of dumping will be applying the anti-dumping measures.

As regulated by the World Trade Organization (WTO), the anti-dumping measures can only be applied in certain circumstances and must meet certain conditions. Specifically, the anti-dumping measures are applied only when the following three conditions are met: The imported goods are dumped; the manufacturing sector of similar products of the importing countries is significantly affected; there is a causal relationship between the dumping of imports goods and losses mentioned above

3. The anti-dumping tax?

The anti-dumping tax is the additional taxes besides the normal import tax, which is imposed on foreign products that are dumped into the importing country. This type of tax is to prevent dumping and eliminate the damages caused by the dumping of imported goods. In fact, the anti-dumping tax is used in many countries as a form of “legal protection” for its domestic production. In order to prevent the abuse of this measure, the WTO member countries have together agreed on the provisions required to comply regarding the investigation and imposition of anti-dumping tax, concentrated in an Agreement of the WTO on anti-dumping, which is the ADA Agreement.

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Mavin Pledged to Invest 80 Million USD in Nghe An

Mavin Group (Australia) has operated in Vietnam for a long time and now they do not hide their ambition to expand investment and set up business in Vietnam.

In February 2017, Mavin Group inaugurated an animal feed production factory in Nghe An. This plant has a total investment of 15 million USD, which is built on an area of 3.6 ha and has a capacity of 300,000 tons per year.

Mavin Group has invested in Vietnam for more than 12 years and now has production facilities in 7 provinces and branches, warehouses in 19 different provinces in the country. However, up to date, Nghe An is the only province that Mavin plans to invest in 4 separate projects with a total investment of 80 million USD.

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In addition to the inaugural animal feed factory, Mavin Group plans to deploy 3 more projects in Nghe An.

In April 2017, Mavin Group was granted a license to invest in a 18 million USD hi-tech pig farm, built on an area of ​​100 hectares. Subsequently, the Mavin Group plans to invest in a Veterinary Research Center. At the same time, conducting a feasibility study to invest in a food processing plant that may be launched by 2018. The project has a total investment of 25 million USD, built on an area of ​​5 hectares, capacity of 200,000 tons/year. This factory will produce products made from meat, sausage, ham and other traditional meats… serving the domestic market and exporting to Laos and Cambodia.

According to the Chairman of the group, Mavin Group before making investment decision always consider 6 issues that are: human resources; market; geographic factors; political issues (attention, government support, security…); incentive policy and transparency.

In addition, representatives of the Mavin Group expressed their satisfaction when investing in Nghe An. Moreover, they also suggested that investors should choose to invest in Nghe An not only because of favorable geographic location, synchronous facilities, great source of human resources but also highly supported from province leaders with great investment incentives.

According to the representative of Vietnam – Singapore Industrial Park (VSIP) in the Central and South regions, recently many local and foreign investors have come to Nghe An seeking investment opportunities.

Previously, in September 2015, VSIP Nghe An was officially started construction with a total area of 750 hectares. After more than a year of land handover, up to now, VSIP Nghe An has now leveled and built complete infrastructure for about 100 hectares of industrial land area in phase 1A. The wastewater treatment system, clean water supply, power supply, fire prevention and protection have been completed and ready to serve investors in production.

More than 90 companies from many countries and territories have come to find out information and investment opportunities at VSIP Nghe An and 10 companies have signed investment commitments with total investment capital of over 400 billion VND. By the beginning of September 2017, some companies have received land handover and started plant construction. In which, the first factory was officially put into operation. It is expected that by the fourth quarter of 2017, two more companies will come into operation, attracting about 1,000 workers.

It is known that VSIP Nghe An is the 7th project that VSIP deployed in Vietnam. Previously, in addition to 2 VSIP projects in Binh Duong, there are projects in Bac Ninh, Hai Phong, Quang Ngai and Hai Duong. Currently, VSIP’s projects attract a total of 720 investors from 30 countries and territories with total domestic and foreign investment of 9.2 billion USD, creating jobs for about 180,000 workers.

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