Business Formation

       

ANT Consulting provide the advice and service to assist during the market entry.

Vietnam encourages investors to invest in Vietnam through setting up economic organization, contributing capital or acquiring contribution capital, shares in economic organization, invest under Public Private Partnership (PPP) agreement, Business Cooperation Cooperation (BCC).

Under each form, the investors have to follow the regulations and procedures under the law on investment with specific on investment conditions, timeline to exploit best of opportunities.

Limited Liability Company

Joint Stock Company

Partnership

Representative Office of Foreign Trader

Branch of Foreign Trader

Investing By Signing Contracts

Let ANT Consulting help your business in Vietnam.

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7 basic steps to set up a business and comply with Vietnam laws

      

Vietnam’s economy is increasingly diversified in terms of business activities and business regulations are also constantly being improved and enhanced. Accordingly, foreign investors can freely choose the right type of business. Therefore, the set up company in Vietnam is always a matter of great interest to foreign investors whom find business opportunities in Vietnam.

With the promulgation of the enterprise law, the business setting up process has been adjusted with many favorable regulations for investors. However, in order for a business to be set up and be complied in operation, it must go through the following basic steps:

The first step is to set up a business in Vietnam. To take this step, the investor first needs to determine the type of business to choose to establish and provide the business name and expected information. Accordingly, the composition of the enterprise establishment dossier will be prepared according to regulations and submitted at the Business Registration Office, the Department of Planning and Investment of the place where it is expected to be headquartered. After submitting a valid application, the enterprise will be granted an enterprise registration certificate and announced the registration contents on the National Business Registration Portal.

The second step is to publish the contents of business registration. After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Business Registration Portal.

In the third step, the enterprise conducts stamp engraving. Enterprises can request to make a seal from the seal making agent. Accordingly, the enterprise actively decides on the type, quantity, form and content of the seal and is solely responsible for the use of its legal entity seal.

Fourth step is that to open a bank account in Vietnam. Currently, businesses can choose a bank to open an account for their business, to open an account, the bank requires an application form issued by the bank, a seal sample, the company’s charter, and a certificate. Business registration and related documents are required by different bank.

The fifth step is to register the tax declaration form in Vietnam. Accordingly, enterprises register for the use of e-invoices and notify the use of e-invoices to their tax authorities. Enterprises need to contact the invoice supplier to order the printing of value-added invoice books and must register self-printed invoices with tax authorities.

In the sixth step, the enterprise needs to conduct labor registration in Vietnam. Enterprises register with the Department of Labor, War Invalids and Social Affairs to declare the use of labor. Within 30 days from the date of commencement of operation, the employer must register the employer to the Labor Department (according to the prescribed form). In addition, enterprises should note that the relationship between the employer and the employee is regulated by the Labor Code and specified in the labor contract.

Seventh step is to register for social insurance in Vietnam. Enterprises register with the Social Insurance Agency to pay health insurance and social insurance for employees. Employers must fill in all information according to the form provided by social insurance, including: full name, date of birth, salary (recorded in labor contract), number of social insurance book (for employees who have been issued with a book), a certified copy of the company’s business registration certificate and a copy of each labor contract.

It can be seen that setting up a business requires businesses to carry out a lot of procedures and comply with many different regulations of tax, banking, labor, insurance… Therefore, besides learning about legal regulations and businesses can seek the support of professional consulting firm in Vietnam with expertise and experience in the field of business establishment to implement the process quickly and effectively.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Assistance In Setting up Business Venture in Vietnam

        

To help Clients start business in Vietnam, ANT Consulting introduces the service to assist in setting up business venture 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:

Limited Liability Company

A limited-liability company may not issue securities to mobilize capital.

Joint Stock Company

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.

Partnership

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.

Representative Office of Foreign Trader

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)

Branch of Foreign Trader

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.

Investing by Signing Contracts

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.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Korean Enterprises Poured Nearly 3.2 Billion USD into Binh Duong

                

Korean investment ranked 5th among countries and territories investing in Binh Duong, mainly in the fields of textiles, leather shoes, manufacturing products to support the automotive, medical, cosmetic industries and food processing…

According to Binh Duong Department of Planning and Investment, since the beginning of the year, Binh Duong has attracted nearly 1.45 billion USD of foreign direct investment (FDI), increase by 70% compared to the same period last year.

Accumulated until now, Binh Duong ranked 3rd in the whole country (after Ho Chi Minh City and Hanoi) in attracting FDI with over 3,650 projects from 64 countries and territories, with a total registered capital of 33.93 billion USD.

Notably, Korean enterprises have more and more investment projects, contributing positively to socio-economic development of Binh Duong. Among more than 3,650 FDI projects in Binh Duong, Korea ranked 5th with more than 800 projects, with a total investment of nearly 3.2 billion USD. Korean businesses operate mainly in the fields of textiles, leather shoes, manufacturing products to support the automotive, medical, cosmetic and food processing industries…

From the beginning of the year until now, the project to expand investment with the largest registered capital in Binh Duong is from a Korean enterprise.

Specifically, the project of KyungBang Vietnam Co., Ltd in Bau Bang Industrial Park, registered capital increased by 84 million USD, bringing the total registered investment capital to 179.2 million USD.

According to the Chairman of Binh Duong People’s Committee, the results of FDI attraction in Binh Duong are due to the positive contributions of the people and the foreign business community, including the contributions of Korean enterprises.

Therefore, the difficulties that Korean enterprises raised about human resources, problems in the investment process, technology, procedures for selling projects, machinery and equipment, changing the owners’ names, transfer of capital… Or, petitions on building more hospitals, applying health insurance for foreigners; opening Korean language teaching centers in colleges and universities in the province; set up e-mail system to solve difficulties in the province… Binh Duong People’s Committee will officially reply by documents for enterprises to thoroughly resolve petitions. At the same time, relevant departments must coordinate in strengthening the links between schools and businesses to focus on addressing the problem on lack of high quality human resources…

Besides, Binh Duong will concentrate resources to complete the socio-economic infrastructure system such as transportation, water supply, electricity, environmental treatment… to carry out planning to expand industrial parks, creating a clean land fund to attract investment.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Binh Duong Finished the FDI Attraction Plan 2016 – 2020

         

With more than 9.9 billion USD of FDI capital from 2016 to October 2019, Binh Duong has completed early and exceeded the plan to attract FDI and investors come to set up company in Binh Duong in the period 2016 – 2020, creating a premise for the breakthrough developments in next time.

According to the latest report of Binh Duong Department of Planning and Investment, from the beginning of the year to October 31st 2019, over 2.77 billion USD of FDI was licensed to invest in Binh Duong, increases by 69% compared to the same period last year and far surpassed this year’s plan (the plan is to attract 1.5 billion USD).

This result has brought Binh Duong to the third position in the country in terms of FDI attraction. Up to now, Binh Duong province has attracted more than 3,700 FDI projects from 64 countries and territories with a total registered capital of nearly 34 billion USD, mainly in the fields of industrial production, trade and services.

Some large-scale projects licensed to invest in industrial zones from the beginning of the year until now are: projects of Sharp Manufacturing Co., Ltd. (Japan), investment capital of 135 million USD; 2 projects of BW Industrial Development Company Limited (joint venture between Becamex IDC and Warburg Pincus LLC, USA) with total registered capital of 106 million USD; the project of Nitto Denko Co., Ltd (Japan), investment capital of more than 186 million USD…

In order to attract sustainable FDI, Binh Duong province has implemented the Renewal Program to attract investment in the 2016 – 2020 period, which aims to attract 7 billion USD of FDI in the whole period.

Updated information from the Department of Planning and Investment of Binh Duong shows that from 2016 to the end of October 2019, Binh Duong attracted more than 9.9 billion USD of FDI, exceeding 41% compared to the 2016 – 2020 5-year plan, exceeding both the attracted investment capital and the completion time compared to the set plan.

According to the statistics of functional departments of Binh Duong province, with nearly 75% of total FDI capital in the field of industrial production, in the period of 2011 – 2016, the FDI sector contributed over 67% of the industrial production value of the province, ensuring the economic structure of the province in the right direction with industry and services playing a leading role.

In 2018, the FDI sector contributed over 49.6% of the total social investment capital and accounted for nearly 20% of Binh Duong’s total budget revenue. FDI enterprises also contribute to connecting with domestic enterprises, focusing on industries with high technology content, supporting industries, producing competitive products, contributing to meeting supply needs of raw materials for production of domestic enterprises as well as creating high export value, contributing to the province’s trade surplus in 2018 reached nearly 5 billion USD…

Program No. 34-CTr / TU of December 15th 2016 of Binh Duong Provincial Party Committee on renovation and attraction of investment in the 2016 – 2020 period in Binh Duong province aims to focus investment attraction in the cooperation with large economic corporations in the world; strengthen calling and attracting FDI in high-tech fields with high added value, less labor-intensive and environmentally friendly; focusing on attracting to industrial zones, planned industrial clusters…

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Benifits of Setting Up Business in Danang

     

Da Nang – one of the strategic economic centers of Vietnam’s central region

The Vietnam prime minister has established central region’s strategic economic center, including 05 provinces and cities: Thua Thien Hue, Da Nang, Quang Nam, Quang Ngai and Binh Dinh to promote potential, geographical location and competitive advantages and step by step develop this economic region to become one of the most dynamic economic region in the country. In particular, Da Nang is defined as the role of nuclear motivation for promoting the development of the central region and the highlands.

Da Nang – eastern gateway of east – west economic corridor (EWEC)

EWEC is one of five economic corridor developed by the initiative of the Asia development bank in the greater Mekong sub – region.

Currently, the road system in Laos, Thailand and the road line from Da Nang to Savannakhet are completed. The second international bridge spanning the Mekong river was completed in the end of 2006 to facilitate the circulation of goods and passengers by road line from Da Nang to the northeastern provinces of Thailand and vice versa. East-west economic corridor not only provide an opportunity for the country on the path of promoting regional cooperation and improve living standards for the people but also enable businesses better access to the raw materials market services, capital, labor and technology with the purpose of creating favorable conditions for investment and trade across the border and diversifying economic activity and exports and promoting tourism development

Da Nang – entrance of the cultural heritage and natural wonders of the world

Da Nang is located in the heart of the “world heritage road”, stretching from the central coast of Vinh city to Da Lat city. From Da Nang, along the national highway 1A, visitors can access quickly and conveniently four of five world heritages in Vietnam, including Phong Nha – Ke Bang national park (about 300 km from the north of Da Nang), the ancient capital of Hue (about 100km from the north), Hoi An (about 30km from the southeast) and My Son (about 70 km from the southwest).

With the advantage of geographical location and potential economic development in tourism, Da Nang is an ideal destination for tourists as well as investors.

Infrastructure is step by step improved

Da Nang is an important traffic hub of the central – highlands and country with system of international airports, deep sea ports, roads, north-south railways developed conveniently.

Da Nang port is the third largest commercial ports in Vietnam after Saigon port and the port of Hai Phong. With a depth of 11m wharf, warehouse systems and equipment upgraded by capital funds of the government of Japan, Da Nang port can receive ships with a capacity of 45,000 dwt and others such as container ships, passenger ships, cargo ships. Da Nang is the international shipping route enabling to go to Hong Kong, Singapore, Japan, Taiwan and Korea.

Da Nang international airport is one of the three best airports in Vietnam. In addition to domestic flights, there are weekly international flights directly from Da Nang to Singapore, Bangkok, Taipei. In the near future, the airport will open more routes to Hong Kong, Japan and Korea. Da Nang international airport is currently being upgraded and expanded to meet the needs of increasing passengers and cargo.

The system of roads in and out of the city are constantly being expanded and newly constructed

Telecommunication systems: Da Nang is one of three major Telecommunication centers of the country, international transmission speed with good quality of Southeast Asia. Da Nang post provides various and modern telecommunication services and be capable meeting the needs of customers.

The other services supporting investment (financial, banking, insurance …): most banks and finance companies of Vietnam have large branches in Da Nang. Some branches of foreign banks and international insurance companies are operating effectively in the city. These services have increasingly been improved better to meet the needs of investors.

Trained and abundant human resources

Da Nang has abundant human resources (over 50% of the population of the city), mostly young labor. Number of employees with technical expertise trained account nearly a quarter of the labor force. Labor costs in Da Nang are lower than some other cities in the country.

Da Nang is one of the provinces in the country with the high educational development index which create a favorable platform for the development of human resources of the city to perform the goal of improving the quality of human resources, quality of life. The city has about 14 universities, 15 colleges and professional schools with nearly 140,000 students. This system performs training in most areas of science, engineering, information technology, economics, business administration, language and pedagogy… Danang university also cooperates with universities of countries with an advanced education such as France, US, Japan, Australia, Canada, New Zealand …

Software technology center in Da Nang is one of the leading software producers in Vietnam and is the leading training center of the central region. Over the years, the software technology center has cooperated closely with companies of India (aptech) and Japan (aots) to train programmers, technicians and engineers reaching the international standard. Many IT company has chosen Da Nang to set up company in da nang to hold their talents for international projects.

In addition, the city also has about 55 vocational training centers which often provide short-term training courses in computer science, sewing, mechanics, electricity – electronics, construction techniques, etc …

Quality of life

Along with the process of urbanization, economic growth in recent years has helped to material life and spirit of the people of Da Nang continuously improved.

Unlike other large cities in Vietnam, next to the bustle of urban development, living in Da Nang always bring a sense of peace, comfort and closeness to nature. Da Nang is one of the very few cities in Vietnam having a harmonious combination between high mountains, deep forests, long beach, deep river. After work, you can easily find space to relax beside the river or on beautiful beaches.

Da Nang today is a city with a healthy cultural environment, with urban civilized lifestyle, literacy levels elevated, beautiful natural scenery. It can be said that Da Nang is an exciting place to live, work, travel and invest in Vietnam.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Bac Ninh Land Plots Promise to Create Strong Wave of Investment In 2020

                 

Bac Ninh’s land plot segment in 2019 has many positive changes and there has been no cooling in early 2020. With outstanding economic development and strong investment attraction, Bac Ninh is having all potentials and strengths to develop real estate investment and attract foreign investors to set up company in Bac Ninh.

Bac Ninh fully converges all elements of the weather and favorable conditions with the geographical location favored by nature, socio-economic conditions for sustainable development in all aspects. Along with economic development, the real estate market in general is at the same time hot again.

Over the past years, the whole country has witnessed the remarkable development of Bac Ninh province with the economic development speed and per capita income always in the top of the whole country.

Bac Ninh attracts many large economic corporations in the world such as Samsung (Korea), Hong Hai (Taiwan), Canon (Japan), Microsoft, ABB, Foxconn… forming many large industrial zones. This has pushed the economy of Bac Ninh to develop strongly, the income and living standards of Bac Ninh people in general and people in the district area adjacent to Bac Ninh city in particular have also increased significantly. The quality of life is higher and higher.

In addition, the expansion of large FDI projects in Bac Ninh has satisfied the employment needs for millions of workers and brought a large number of foreign experts to work in industrial parks and high technology zones. The number of employees is increasing but the infrastructure and services in Bac Ninh do not fully meet the strict requirements of experts, technicians, senior management of Korea, Japan, and Taiwan… Therefore, most of them rent houses in Hanoi or choose big hotels to stay. Experts say the shortage of supply is a good signal for real estate investors who want to pour capital into Bac Ninh, anticipating strong profit opportunities with huge customer demand.

Especially, in the development plan, Bac Ninh is planned to become a city directly under the Central Government by 2022. That has made Bac Ninh becoming a magnet to attract many real estate giants coming to hunt for land funds for project development.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Benefits of Setting 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, ANT Consulting is honored to be served our customers and provide the best services for customers. We hope cooperation from you.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

We support customers to limit risks in setting up business in Hanoi, quick and time-saving procedures

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Benefits of Setting Up Company in Ho Chi Minh City

         

Ho Chi Minh City is considered as Vietnam’s economic hub. During the long history of foundation and development, the city’s economy is growing constantly and motivating the development of the country.

The city is therefore considered as a potential investment environment for domestic investors as well as foreign investors. The investment through establishing companies and conducting business activities in Ho Chi Minh city certainly promises to achieve multiple benefits. These benefits come from the following reasons.

First, Ho Chi Minh City has strategic location advantage in Vietnam. Southeast Asia Region, Ho Chi Minh City is 1,700 km south of Hanoi, 297 km east of Phnom Penh, Cambodia, 881 km east of Bangkok, Thailand.

Food, glass, textiles, paper products, plastics, chemicals, building materials and machinery are produced here. Ho Chi Minh City accounts for 20% of total gross domestic product (GDP), 30% of industrial production and 40% of export products of Vietnam. The city also accounts for 33% of the national budget and 60% of foreign investment flows into the region. In the past few years, the economy have been grown at a rate greater than 10% (6% to 8% nationally).

Second, Ho Chi Minh City is home of well – qualified, abundant and young human resources.

With a population of more than 8 million, accounting for more than 10% of the total Vietnamese population, Ho Chi Minh City itself has potential employment market to make any business investment. The work force in Ho Chi Minh City was estimated to reach 4.7 million people in 2012, making up more than 50% of the total population of the city. The percentage of trained labor increased from 40% in 2005 to 55% in 2010 and was forecast to reach 70% in 2015. The percentage of labor source holding postgraduate degree is also increasing year by year and most of them tend to stay in the city after holding degrees. Ho Chi Minh City is also home to more than 80 universities and colleges, vocational schools with over 400,000 students providing an abundant trained work force.

With the above – mentioned abundant labor force, any companies set up in Ho Chi Minh City can easily recruit suitable employees in a short time..

Third, the city has modern and high infrastructure system. Namely, when setting up company in Ho Chi Minh City, the owners will benefit from the modern and comprehensive infrastructure system.

Tan Son Nhat Airport is the largest airport in the country with the capacity to accommodate 20 million people a year. From Tan Son Nhat Airport, there are 50 routes to other countries all over the world such as China, Japan, Korea, Singapore, European countries, etc.

Saigon Port serves as a gateway to the Mekong River Delta, the South China Sea (83 km away from the sea) and the Asia continent. The port has a total area of 500,000 m2 with 5 terminals meeting the international standards, and it handles about 8.3 million tons of cargo annually. Throughout the history of foundation and development of Saigon, Saigon Port plays an important role in making Ho Chi Minh City a flourishing trading center. It accounts for a fifth of the nation’s Gross Domestic Product and almost a third of its industrial production.

Ho Chi Minh City is also home to industrial zones. According to the statistics of Cushman & Wakefield, the city has 18 industrial parks that are operating with a total area of 3635 ha. When investing in such industrial zones in Vietnam, enterprises can benefit from various incentive policies such as low rate tax or other incentive policies.

Telecommunication and information technology in the city is modern. The system of post and telecommunication in Ho Chi Minh meets international standard, providing fast, reliable and high quality services such as ADSL, rapid data transfer, wide broadband MAN. The Internet service in Ho Chi Minh city is also among the cheapest in the world.

Besides, the city is also considered the best working conditions. Enterprise will not be fear that it is not enough place for working. The city with the system of offices provide ideal working environment for all investors.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Multimodal Transport Business Regulations in Vietnam

        

On October 16th, 2018, Vietnam Government issued Decree No. 144/2018/ND-CP amending, supplementing the decrees on multimodal transport. Under the law of Vietnam, multimodal transport (“MT”) is the transportation of goods performed with at least two different modes of transport under the multimodal transport contract from an original place to a place designated for delivery, the carrier is liable for the entire carriage. MT business includes: International multimodal transport (“IMT”) and Domestic multimodal transport (“DMT”).

The new decree eliminates and simplifies regulations on IMT business conditions and abolishes DMT business as a conditional business line. In fact, DMT including many transportations such as transport by sea, air,… is governed by specialized laws on each transport, hence it is not necessary to stipulate additional business conditions when conducting the combined transport.

Regarding the conditions of IMT business, the new Decree no longer differentiates between domestic and foreign enterprises as in the past, all enterprises therefore must meet the followings:

(1) Maintaining a minimum amount of assets equivalent to SDR 80,000 or provide an equivalent guarantee or an alternative of financial character as regulated by laws;

(2) Having a liability insurance policy for multimodal transport operator or an equivalent guarantee.

In addition, in order to facilitate member state of the ASEAN Framework Agreement on Multimodal Transport or another international treaty on multimodal transport to which Vietnam is a signatory, new regulations are stipulated as follows:

(1) Having a registration certificate of international multimodal transport or another document of equivalent validity issued by the competent national body of its country;

(2) Having a liability insurance policy for multimodal transport operator or an equivalent guarantee.

The licenses to provide international multimodal transport service issued by competent authorities of Vietnam before the date of entry into force of this Decree are still valid until their expiration dates.

With the role of supporting trading activities, modern transports need to meet the increasingly complex requirements of the domestic and international transport market, which not only deliver goods but also connect the transport process into an uninterrupted transport chain to ensure a faster and safer transport process.

Transport lawyers at ANT Lawyers, the law firms in Vietnam have always following up the legal development on transportation to provide our clients with regular update on the matters.

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Benefits of Representative Offices in Vietnam

     

Following the trend of international economic integration, foreigners have been attracted by the benefits of doing business in Vietnam through setting up representative offices, setting up company, acquiring shares in Vietnam enterprise through M&A activity.

At the initial stage, foreign entity would try to research market, undertake due diligence on its clients, buyers, clients, or other business partners therefore many will be interested in establishing a representative office in Vietnam.

The foundation of representative office of foreign entity in Vietnam is governed under Vietnam Commercial Law 2005 and Decree 07/2016 / ND-CP dated 25 May, 2016.

Advantages of establishment of a representative office:

Establishing a representative office is a tool to research the market. For the first time, foreign enterprises entering the Vietnam market, the primary purpose is understanding the market, undertaking research on clients, or due diligence on their business partners, distributors, monitoring the performance of buyers and being familiar with the Vietnam market. The establishment of representative office in Vietnam turns out to be the most effective option both of cost and time.

The representative office in Vietnam is an effective tool to promote commercial activity, seeking partners, and increasing opportunities to expand business market in Vietnam.

Representative office form in Vietnam has allowed foreign entity to receive benefits such as recruiting Vietnamese employees, foreign employees working in offices whom could apply for work permit in Vietnam, then temporary residence card in Vietnam, opening bank accounts in foreign currencies or Vietnam dong at commercial banks, and to be allowed to use those accounts solely for their operations.

According to the laws of Vietnam, the establishment of representative offices does not require the investor’s capital. Instead, setting up a company in Vietnam, an economic organization requires capital contribution as per business plan, ranging from USD 50 k to million USD. Sometime, if the investment fall under conditional areas, setting up company seems more challenging. This relieves the foreign trader from advancing too much to achieve the purpose of expanding the market before the business plan has been proved to materialize.

Further, the establishment of representative office follows more simple procedures for licensing in Vietnam than establishing entity in Vietnam. Accordingly, the process has been taken less time which is more favorable for foreign traders.

Challenges of the establishment of representative office in Vietnam?

Vietnam law provides that, in order to establish a representative office in Vietnam, foreign traders have to prove the fulfillment of the financial responsibility in their country. In practice, the foreign entity is expected to provide audited financial statements. In some countries, the financial audited report is not available according to laws. The Vietnam Department of Trade and Commerce, which state authority would grand representative office operation certificate would require documents showing the fulfillment of tax liabilities or financial obligations of the last fiscal year, or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established. This provision may initially be difficult. However, if the foreign trader has been established and operated legally in their country, the implementation of this provision is not a major obstacle.

As a large potential market such a Vietnam, as well as the current rapid reform in administrative procedures, Vietnam Government has been more flexible to encourage foreign traders doing business in Vietnam, hence the establishment of representative offices is an optimal method to consider for market research, trade promotion and a stepping stone to penetrate the Vietnam market successfully.

The commercial law and other business laws in Vietnam are frequently changing toward attracting more quality investment projects into Vietnam. ANT Lawyers in Hanoi, Da Nang and Ho Chi Minh City continue to follow and provide update to its clients for their smooth operation in Vietnam.

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The Regulation on Science and Technology Enterprises in Vietnam

         

The science and technology enterprises (S&T Enterprises) means an enterprise implementing production and business science and technology service to make a goods or product from results of science research and technology development. The S&T Enterprise’s operation is based on the successful application and exploitation of research process in itself or the results of scientific and technological research from the scientists, organizations or research results transferred from abroad that they have the lawful ownership use rights. The Government issued the Decree No. 13/2019/ND-CP dated on February 01st, 2019 on science and technology enterprises.

The setting up of S&T Enterprises in Vietnam is only acceptable when meeting the following conditions for granting Certificates of science and technology enterprise, which is acting as operation license as well as basis for implementing the incentives and support policy for investment and takes effect nationwide: i) Established and operated under the Law on Enterprises; ii) Being able to create or apply scientific and technological results which are evaluated, appraised and recognized by competent authorities; iii) Obtaining turnover form the production of, and dealing in, products and goods created from scientific and technological results for at least 30% of the total turnover. This condition shall apply in case the enterprises is established to or more 5 years.

Certificate of science and technology enterprise is issued by the Department of Science and Technology or National Agency for Technology Entrepreneurship and Commercialization Development (NATECH) belonging to the Ministry of Science and Technology depending on each specific case.

One of the important provisions related to the S&T Enterprises of Decision No. 844/QD-TTg of the Prime Minister dated on May 18th, 2016 on approval for “Assistance policies on national innovative startup ecosystem to 2025” stipulates for continuing to implement the Project of Vietnamese Silicon Valley. This Project have been creating the most favourable conditions for development of the S&T Enterprises and encouraging S&T Enterprises to research, improve their goods or product to meet the demands of market.

With the application of scientific research results and technological development into production and business activities, S&T Enterprises not only bring new high quality products which are able to compete with imported goods, but also encourage science and technology research and application into production and business. S&T Enterprises are entitled to enjoy preferential on enterprise income tax exemption and reduction; exemption and reduction of land and water surface rent; credit incentives;… and especially supporting research activities and commercialization of new scientific and technological results supplemented by Decree No. 13/2019/ND-CP.

The promotion of commercialization of science and technology results contributes actively to the development of the science and technology market, facilitates the application of research results to real life. Every year, Vietnam has thousands of research results and inventions from universities, research institutes, research centers, domestic research groups and foreign organizations and individuals registered in Vietnam. But very few research results are applied to production or commercial products on the market. In order to resolve this situation, the Vietnamese Government supports the S&T Enterprises through policies on enjoying import and export tax; use of research equipment in national key laboratories, technology incubators,… of the State; investment preferences of the Scientific and Technological Development Fund and other funds; priority to participate in projects to support the commercialization of the results of science and technology, intellectual property of the State;… as stipulated in Decree No. 13/2019/ND-CP and relevant legal documents.

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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Conditions for Establishing Representative Office in Vietnam

      

Decree No. 07/2016 / ND-CP regulating the Commercial Law regarding representative offices and branches of foreign traders in Vietnam that have recently been issued by the Government.

Accordingly, foreign traders can establish their representative offices and branches in Vietnam under Vietnam’s commitments in international treaties to which Vietnam is a member. A foreign trader cannot establish more than one representative office or branch with the same name within a province or city under central authority.

Foreign traders are licensed to establish representative offices when they meet five conditions:

– Foreign traders can establish and register for business in accordance with law of nation and territories participating in international treaties in which Vietnam is a member, or recognized by the law of those nations and territories.

– Foreign traders that have been in operation for at least one year from the date of establishment or registration.

– In case the certificate of business registration or papers with equivalent value of the foreign traders have prescribed the time limit for operation, then the duration must be at least 1 year from the date of submitting record.

– The operation of the representative office must match the commitment of Vietnam in the international treaties in which Vietnam is a member.

– The case where the operation of the representative office is inconsistent with Vietnam’s commitments or foreign traders do not belong to any nations and territories participating in the international treaties in which Vietnam is a member, the establishment of representative offices must be approved by the Minister of specialized management.

The Decree also stipulates the conditions for foreign traders to be granted licenses to establish their branches. Specifically, foreign traders will be licensed for the establishment of branches when they meet 5 conditions:

– Foreign traders can establish and register for business in accordance with law of nation and territories participating in international treaties in which Vietnam is a member, or recognized by the law of those nations and territories.

– Foreign traders that have been in operation for at least five year from the date of establishment or registration.

– In case the certificate of business registration or papers with equivalent value of the foreign traders have prescribed the time limit for operation, then the duration must be at least 1 year from the date of submitting record.

– The operation of the branch office must be consistent with the market-opening commitments of Vietnam in the international treaties in which Vietnam is a member, and in line with the business lines of the foreign trader.

– If the content of the branch operation is inconsistent with Vietnam’s commitments or foreign traders do not belong to any nations and territories participating in the international treaties in which Vietnam is a member, the establishment of branches must be approved by the Minister of specialized management.

The license for the establishment of representative office and branch of foreign traders have a term of 5 years but does not exceed the remaining term of the certificate of business registration or papers of equivalent value of the foreign trader in the case that those papers contain provisions on the term.

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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Construction Operation License Instead of Contractor’s Permits for Foreign Contractor in Vietnam

       

The foreign contractors are only permitted to carry out construction activities in Vietnam so long as being granted construction operation license by Ministry of Construction as per the Construction Law.

EPC Contractors have increasingly been interested to learn the requirements of licenses and permits to operate in Vietnam. It is advised that the construction law firms in Vietnam with lawyers specializing in construction area to assist the foreign contractors to understand the legal frameworks, and requirements of foreign contractors before and after taking on construction projects in Vietnam after bidding result.

The regulations and procedures are promulgated in Decree No. 59/2015/NĐ-CP on management of construction investment projects and Circular No.14/2016/TT-BXD guiding on licensing construction activities and management of foreign construction contractors in Vietnam.

Investment in construction activities has been growingly rapidly. In order to meet the tender conditions and take part in construction activities in Vietnam, foreign contractors shall follow the regulations in Vietnam and obtain proper license during the preparation and the execution of the construction of the project.

Prior to construction operation license, foreign constructors have experienced another form of permit named contractor’s permits for foreign contractors in Vietnam. These are two concepts however the process of registration and document requirements are not so different.

There has been an effort to harmonize and reduce differences and conflicts arisen in many fields of laws regulating the mentioned subject and the new provisions of the Law on Bidding, Construction Law and the Investment Law to be issued in 2014 which establish a stable legal framework for the implementation of foreign contractor’s bidding and construction activities in Vietnam. This changes does not differentiate which position the foreign contractors are appointed from the lead contractor, the main contractor, contractor to subcontractor consortium. Unlike domestic contractors, foreign contractors must be granted construction operation license for each awarded contract. The amendment from the contractor’s permits for foreign contractor contribute to the unity of the same concept in different legal instruments regulating the license procedure of foreign contractors operating within the territory of Vietnam, and limit the unnecessary overlaps, difficulties to law interpretation and application of legal entities.

We shouldn’t forget to mention that the amendment of the foreign contractor’s construction operation license is to increase the relevance between the name and nature of the licensed activities of foreign contractors in construction operation. One of the initial conditions to a foreign contractor to be licensed is when the contractor has won a bid or been selected to be sub-contractor of an investment project. Therefore, the terms construction operation license shall demonstrate the role of the contractor in the construction projects they have been participated in.

The new construction operation license for foreign contractor is expected to be easier to relate to when foreign contractor take part in construction project in Vietnam. This would attract more foreign contractors to undertake construction projects in Vietnam to bring in the technology equipment, as well as the management skills to 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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Legal Regulations in Purchasing Real Estate in for Foreigners in Vietnam

     

Vietnam has become a better place for foreigners to visiting and staying. Many chose Vietnam as home and they come to Ho Chi Minh City, Ha Noi, Da Nang, Phu Quoc, Nha Trang… to buy real estates for living. Many foreigners consider seeking understanding and with the advisory of their real estate lawyers in Vietnam to purchase the property under their name for best interest protection. There are a number of foreigners seek to cooperate with local Vietnamese under investment agreement to invest in properties. It has always been suggested the buyer or investor to receive legal advice from real estate lawyers and law firms in Vietnam before committing the investment to a certain extent.

According to the Law on housing 2005, foreign organizations and individuals investing in construction of houses for sale and lease in Vietnam have the right to own the houses in Vietnam. However, according to the provisions of the Law on housing 2014, the house owners expand and include foreigners being investors building the houses under investor projects, foreign organizations operating in Vietnam and foreign individuals being allowed to enter Vietnam under the provisions of the Law on Entry, Exit, Transit and Residence of Foreigners in Vietnam; and are not entitled to diplomatic privileges and immunities.

Under the provisions of the Law on housing 2014, foreign organizations and individuals are allowed to own apartments, individual houses (villas and townhouses) in commercial housing projects. The total number of foreign individuals/organizations owned does not exceed 30% of an apartment building or does not exceed 10% or 250 houses of a housing project. Foreign individuals may own houses for up to 50 years and are allowed to extend for no more than 50 years. Foreign organizations own the houses according to the time limit on the Investment Registration Certificate and the extension period. During the time of owning the houses, foreign individuals are allowed to sublease, but foreign organizations are not allowed to sublease the houses.

For foreign individuals/organizations, when buying the houses in Vietnam, it is necessary to have a well drafted sales contract for purchase and sale of the houses because all rights and obligations related to the purchase, sales and ownership of houses are regulated in the contract. Therefore, the buyer should consider the contract carefully, usually with the help of real estate lawyers whom understand Vietnam laws before signing, in order to protect their legitimate rights and interests.

The foreigner when buying and selling the houses, especially off-plan house, need to also pay attention to the regulations on payment schedule in the contract. According to Article 57 of the Law on housing 2015, the payment in the purchase, sales, lease sales of the off-plan real estate in Vietnam is carried out in installments, and the first time must not exceed 30% of the contract value, the next times must be in accordance with the construction schedule, however, not exceeding 50% of the contract value when not handed over when the buyer is an enterprise with foreign investment, not exceeding 70% the value of contract, if the buyer is the foreigner individual the payment is not exceed 50% the value of the contract before handing over the house to the buyer. Until the buyer is issued with a certificate of land use right, ownership of houses and other assets attached to the land, the buyer shall pay no more than 95% the value of contract.

Foreigners in Vietnam need to be assisted to be familiar with the laws relating to the purchase and sale of real estate in order to protect their legitimate rights and interests when participating in transactions in Vietnam. It is important that the foreigners consider using the services of law firm in Vietnam specializing in real estate to advise and help manage the transaction.

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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Draft and Review Contracts – A Lawyer’s View

       

In Vietnam, certain type of contracts has to follow forms requested by laws as such client is recommended to seek help from professional contract lawyers in Vietnam to help draft or review.

Contract is an agreement enforced by law. In Vietnam, contract is a civil transaction which parties enter into voluntarily, each of whom intends to create, change, or terminate one or more rights or obligations between them according to Vietnam Civil Code. Contract plays an important roles in business transaction. Written contract provide individuals and businesses a legal document reflecting agreement, expectation and mechanism to resolve potential disagreement or disputes.

The lawyers in Vietnam drafting or reviewing contracts under Vietnam laws will need to initially review the legal resources in relevant to the transactions, research related documents and the parties involved to provide legal opinions, make suggestions and propose an optimal solution to the client for negotiation and contract finalization.

Basic terms and conditions of the contracts being rights and obligations of parties to the contracts, and other terms in regard to duration, quality, payment, dispute handling procedures, applicable law and/or jurisdiction, confidentiality, force majeure, intellectual property clauses…among others have to be carefully taken into considerations.

Further, a contract should ensure the following points to be covered:

Use right legal terms or terminology;

Foresee the future scenarios;

Describe the specific matters;

Clearly mention obligations;

Obtain a balance between parties involved.

There are specific contracts in Vietnam for various transactions being:

Joint venture contract;

Share purchase contract;

Sales contract;

Business cooperation contract;

Licensing contract;

Investment contract;

Labour contract;

Lease contract;

Distribution contract;

Construction contract;

Prenuptial agreement.

Each business transaction is different as such a contract is not a compilation of standard terms and conditions. Professional contract lawyers in Vietnam would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes.

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 Law firm in Hanoi, Law firm in Ho Chi Minh and Law firm in Danang.

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Importants Matters to Consider in M&A Contract

       

Before carrying out merger or acquisition (M&A), enterprises need to research carefully regulations of law to protect their rights and interests. Regulations on each aspect of M&A activities are referred to in various legal documents such as Law on Enterprises, Commercial Law, Competition law, Law on Investment, Civil Code … When carrying out M&A, enterprises should also pay attention to some basic terms in the contract. The M&A lawyers should be referred to for effective process and minimizing risks of the transaction.

Definition, this term is used to define words, phrase used many times or unified understanding between the parties or abbreviations.

Entity, the parties should specify the parties’ information such as: corporate names, address of headquarter, name, position of legal representative, identity card number (or passport number) of legal representative, corporate tax code, … according to enterprise registration certificate or investment registration certificate. When entering into contract, the parties can contact and ask partners to provide copies of enterprise registration certificate or investment registration certificate to ensure correct information and authority to sign.

M&A conditions in M&A contract. Conditions for M&A are conditions agreed by two parties to carry out M&A. M&A is carried out only when these conditions have been met. These conditions include conditions agreed by General Meeting of Shareholders, Board of Directors, the company owner; Conditions of announcing company status, financial obligations, business activities …, announcing to relevant third parties; Conditions of business activities, company activities; Conditions of people, personnel.

Declaration and commitment of both parties on the status of enterprises, contract need to have term of affirmation and commitment of seller about corporate debt. This will limit disputes and risks for the buyer.

Determination of assets and financial obligations in M&A contract. This determination includes time of determination, entity, related costs, methods for disposal of assets.

Transfer of rights and obligations in M&A contract. The time of transfer, the time of enjoying rights and generating obligations, the conditions for transfer, the mode for transfer, the transfer procedures and the papers, documents needed to transfer, includes: transfer of ownership rights, economic rights; transfer of effective contract; Arising benefits enjoyed by merged company; Tax obligations, insurance obligations, wages for employees and debt repayment obligations.

Methods and time of payment, parties need to specify methods for payment and specific duration of payment with amount of each installment payment. In order to ensure safety, the parties should request a competent reputable organization to provide intermediary financial services. This third party will stand out to ensure the parties of the contract to comply correctly and legally with the agreement.

Conditions, time limit, procedure of M&A, the buyer needs to specify attached conditions and specific time in process of M&A to let the seller perform obligations of transfer of asset, stocks, shares under regulations of contract. Procedures include procedures under law and other procedures under company’s charter.

Legal rights and obligations, parties need to detail obligations in previous period, during and after contract performance as well as the specific time of termination.

Time limit of contract performance, parties need to specify the time of taking effect and termination, or arising grounds which result in the termination of the contract.

Term of dispute resolution, dispute may be brought to the competent Court or Commercial Arbitration for settlement.

Term of fines against violations is also necessary to pay attention. This is a type of sanctions made by the parties but this must be suitable for the regulations of law.

Force majeure clause. Force majeure is a legal event arising out of subjective will of the parties. These cases make one or both parties unable to perform or perform improperly their obligations. When breaching the contract due to a force majeure event, the law would not force to take responsibility for the asset.

Besides, merger contract should have term of transfer of stock, term of employee utilization plan after merger and acquisition.

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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