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Doing Business in Vietnam

Vietnam offers a choice of forms to those considering setting up a business in the country. The principal types of business organisations are:

 

1. Business Cooperation

The Business Cooperation provides foreign traders a possibility to invest into primarily large scale projects in Vietnam and to transfer any revenue therefrom back to their home country. The partners are jointly and severally liable for the debts of the cooperation and the profits are shared among the partners according to the Business Cooperation Contract. With less binding obligations the Business Cooperation offers to the parties a higher level of independence in various aspects, such as personnel and taxes.

Setting up a Business Cooperation requires a written Business Cooperation Contract that is subject to approval by the competent authority. The term of business is limited to a maximum of 50 years. The parties may transfer their shares to third parties during the business term with a preemption right of the other parties to the contract.

This type of cooperation is generally chosen by Vietnamese Partners, such as the Post and Telecommunication Companies.

 

2. Joint Venture

A joint venture between foreign and Vietnamese partners shall always have the form of a limited liability company with the foreign partner/s having 30% or more of the legal capital of the company. The establishment of a joint venture company is subject to the approval of the competent authority. The application for approval shall include

 

  • a feasibility study for the joint venture project;
  • the contract between the partners;
  • the charter of the joint venture company; and
  • documents proving the legal and financial status of the partners.

 

The name of the joint venture company should be in Vietnamese or in both Vietnamese and English. The current Law on Foreign Investments in Vietnam does not require a fixed minimum capital for a joint venture company in general. Minimum capital requirements exist only in sensitive businesses, e.g. credit institutes. However, the legal capital shall at least amount to 30% of the total investment capital.

The term of a joint venture is limited to a maximum of 50 years and may be prolonged up to 70 years upon application. The parties may transfer their shares to third parties during that term with a preemption right of the other parties to the joint venture contract.

The parties to a joint venture contract shall establish a board of administration composed of representatives of the parties. Meeting of the board of administration shall be held at least once a year. The board of administration apoints the (general) director and further vice-director/s. Either the (general) director or the first vice (general) director shall be Vietnamese national.

 

3. Company With 100% Foreign Owned Capital

If no limitations are precribed by law, a foreign trader may establish a company with 100% foreign owned capital in Vietnam. The establishment of a company with 100% foreign owned capital is subject to the approval of the competent authority.

The application for approval shall include

 

  • a feasibility study for the investment project;
  • the charter of the company with 100% foreign owned capital; and
  • documents proving the legal and financial status of the investor/s.

 

A company with 100% foreign owned capital is a limited liability company with a business term of up to 50 years.

The (general) director of the company is its legal representative, if not otherwise provided for by the charter.

 

4. Foreign Company Branch

Carrying on business in Vietnam by every foreign company is subject to a licence by the competent authority. The application for a branch licence shall include a certified copy of the company's document of incorporation, list of activities of the branch in Vietnam, the name of the representative in Vietnam, the address of the branch in Vietnam and the number of foreigner working at the branch office.

A branch licence shall be granted within 15 days if:

 

  • the foreign company was legally incorporated;
  • the foreign company has carried on business for more than 5 years; and
  • the branch's intended business activities are listed as allowed by law.

 

Any change to the information mentioned above shall be approved by the competent authority.

5. Representative Office

If an overseas company establishes an office that is not used to carry on business or enter into any transaction that causes direct revenue in Vietnnam, it may apply for establishment of a representative office.

The application for establishment of a representative office shall include a certified copy of the company's document of incorporation, the name of the representative person in Vietnam and the address of the representative office in Vietnam.

The licence to establish the representative office will be granted within 15 days upon receipt of the application. Any change to the information mentioned above shall be approved by the competent authority.

 

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