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Vietnam Business registration

Vietnam Business registration. S&B Law would like to provide some useful information about Business registration for exportation of furniture in Vietnam as follows:
The establishment of the foreign invested company (FIC) requires an Investment Certificate from the licensing authority.
Depending upon the location of FIC, the licensing authority may be the Provincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).
We would like to clarify that the procedure for establishment of a foreign invested company in Vietnam generally takes a rather long time in comparison with other countries in the region.
Our practical experiences show that although the total time for establishment of a foreign invested company as stipulated under Vietnam Investment Law 2005 is only 45 days, the actual process may take a longer time due to that the competent authority must consult other relevant offices to evaluate the investment project.
Under Vietnam Law on Investment, for incorporating a foreign invested company (Hereinafter referred to as “FIC”), you are required to propose an Investment Project initially to obtain Investment certificate.
The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:
  1. the legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.
In this case, we understand that you intend to setup a FIC in Vietnam for exporting furniture. Vietnam Law does not inhibit FIC from exporting furniture. You shall be required to provide us list of goods with HS Code to be exported by the FIC in Vietnam. Then, the competent authority shall study and grant the approval.
  1. Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
With respect to exportation of goods, Vietnam Law does not impose any minimum capital for setting up FIC. However, according to our practical experience, an amount of 200,000US$ should be considered.
We shall advise you if this amount can be adjusted or not per receipt of your list of goods with its HS Code. We also further note that, practical experience of Foreign Parent Company in this case shall be essential factor deciding success of the case.
  1. Head office of the FIC should be in line with master plan of the City.
The roadmap for the incorporation of the FIC for trading activities can be described in following steps as follows:
  • Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 07 working days.
  • Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. It shall take about 3 months from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate. In some case the process can be longer as it takes time to consult relevant Ministries such as Ministry of Industry and Trade, Ministry of Planning and Investment and Ministry of Finance.
  • Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the FIC in News Paper, obtaining seal and tax code registration.

2. Legal service for vietnam business registration
With regards to the establishment of FIC in Vietnam, our scope of work shall be as follows:
Preparation of the application documents:
  • Notifying application documents required in accordance with Vietnamese law;
  • Drafting application documents required for submission purpose;
  • Liaising with S&B Law to discuss the draft application documents;
  • Amending the application documents based on your comments;
  • Obtaining preliminary comments from the licensing authority on the draft application documents;
  • Finalizing the application documents following comments from the licensing authority; and
  • Translating the final version of the application documents into Vietnamese for execution.
Licensing procedures:
  • Submitting the application dossier to the licensing authority on your behalf;
  • Monitoring and following up with the relevant authorities on the approval process;
  • Keeping you updated on the developments and additional requirements, if any; and
  • Assisting you in obtaining the investment certificate.
Post-licensing procedures:
Upon the issuance of the investment certificate, the FIC shall be required to carry out immediate administrative procedures.
Our services include:
  • Obtaining the seal of the FIC ;
  • Obtaining the FIC’s tax code; and
  • Placing an announcement on the establishment of the FIC in the newspaper.
-  Certificate of Incorporation of Foreign Company (provided by client): 02 certified and legalized copies and S&B Law shall translate from English into Vietnamese
- Corporate Charter/Corporate Institution/Articles and Memorandum of Association of Foreign Company (provided by client): 02 certified and legalized copies and S&B Law shall translate from English into Vietnamese
- Audited Financial Statement of the Foreign Company for the last year Company (provided by client): 02 certified and legalized copies and S&B Law shall translate from English into Vietnamese
-  Bank Account Statement proving that Foreign Company is enable to make capital
Contribution Company (provided by client): 02 certified and legalized copies and S&B Law shall translate from English into Vietnamese
- Passport or ID Card of Person appointed as Legal Representative of FIC
 Company (provided by client): 02 certified and legalized copies and S&B Law shall translate from English into Vietnamese
-Office Lease Agreement for FIC in Vietnam Company (provided by client): 02 certified copies
-Documents proving Rights of Land Lord against the leased Office, including
  1. Certificate of Business Registration or Investment Certificate;
  2. Certificate of Ownership of the Leased Office;
  3. Construction License;
  4. As Built Minutes on Completed Construction of the Building and
(v) Certificate of Land Use Right
- Application for establishment of FIC (provided by S&B Law) S&B Law to prepare and Client to sign and seal
- Corporate Charter of FIC (provided by S&B Law) S&B Law to prepare and Client to sign and seal
- Explanation letter on satisfaction of Investment Requirement and Financial Ability
- Board Resolution (provided by S&B Law) S&B Law to prepare and Client to sign and seal
- Power of Attorney (provided by S&B Law) S&B Law to prepare and Client to sign and seal

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Vietnam Business registration:
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