PROCEDURES FOR TRANSFERING LAND USE RIGHTS OR HOUSES ASSOCISTED WITH LAND USE RIGHTS WHEN RECEIVING INHERITANCE

I. The order of implementation when declaring inheritance is land use rights

Step 1: Carry out the inheritance declaration procedure at the relevant registry

To carry out the inheritance declaration procedure, the parties can choose to go to the notary office or the commune-level People’s Committee where the real estate is located to conduct inheritance division.

Dossiers when making inheritance declarations include:

- Resume of the recipient of the inheritance (notarized)
- Citizen Identity Card/Passport of persons named in the will or in the line of inheritance as prescribed by law.
- Power of attorney contract or power of attorney in case of establishing a transaction through a representative.
- Death certificate of the deceased (notarized)
- Will (original + notarized) if any leave a will
- Birth certificate, marriage certificate, documents proving the relationship of the heir and the deceased (original)
- Certificates of land use rights, assets attached to land, documents proving ownership of assets as inheritance (certificates of real estate, ownership of houses, licenses for sale and purchase, legalization of houses issued by district People’s Committees, passbooks, shares, share certificates, sales contracts, transfers,…)

After checking the dossier in full, in accordance with the provisions of law, the competent authorities shall publicly post it at the headquarters of the commune-level People’s Committee, the former permanent residence of the person who left the legacy; in case there is no permanent residence, it shall be posted at the commune-level People’s Committee, the person’s temporary residence for a limited time. If above places are not identified, then list at the commune-level People’s Committee, where the estate of the person who left the legacy is located.

After 15 days of listing, there are no complaints or denunciations, the notary agency certifies the written agreement on the division of inheritance.

Step 2: Carry out procedures for changing the name of the land use right certificate with the heirs

The heirs shall go to the Land Registration Office under the Department of Natural Resources and Environment or the agencies receiving the dossier according to the regulations of the provincial People’s Committee to carry out the procedures for transferring to the name of land use rights and assets attached to land.

Based on the dossier, the housing authority will inspect, locate the land plot, and send it to the tax office to determine the financial obligation (if any).

Taxes and fees to pay when transferring to the name of land use rights in case of inheritance:

- PIT: For income from inheritance (including houses, construction works formed in the future in accordance with the law on real estate business) between husband and wife; biological father, natural mother with biological children; adoptive father, adoptive mother with adopted child; father-in-law, mother-in-law with daughter-in-law; father-in-law, mother-in-law with son-in-law; grandfather, grandmother to grandson, grandfather to grandchild; siblings will be exempt from PIT. The remaining inheritance cases will be subject to PIT of 10% of the value of the real
- Registration fee: 0.5% of the value of the property inherited.
- Notary fee: based on the value of the heritage and detailed instructions in Circular 257/2016 / TT-BTC.
- Fees for issuance of land use right certificates: Depending on the locality, there will be different revenues
- Application appraisal fee: Depending on the locality and applicable in case of initial issuance or reissuance or change of information in the certificate.

Step 3: Apply and receive certificates of land use rights, assets attached to land

After the notice of the tax authority, the state management agency will send a tax payment notice for the landlord to pay financial obligations at the tax office (if the landlord is not subject to payment or exempt from paying financial obligations, there is no such step).

After paying taxes, the landlord shall submit tax receipts and registration fees to state management agencies to receive certificates of land use rights and assets attached to land.

II. Conditions for receiving capital contribution by land use rights

The time to carry out procedures for issuance of certificates of housing ownership and land use rights to buyers is up to 30 days from the date of receipt of sufficient valid documents. This time does not count towards the time when the landlord goes to pay financial obligations to the State.

Usually, the procedures for declaring inheritance will take a lot of time, because during the declaration can lead to many disputes about inheritance, inheritance left and settled in court.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Land use rights transfer.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/03/202329/03/2023

THINGS TO NOTE WHEN CONTRIBUTING CAPITAL BY LAND USE RIGHTS

I. Conditions for capital contribution by land use rights

Land users may exercise the right to contribute capital by land use rights when the following conditions are met:

- Have a land use right certificate, except for the following cases:
- In case all recipients inheriting land use rights, ownership of houses and other assets attached to land are foreigners or overseas Vietnamese who are not eligible to buy housing associated with land use rights in Vietnam:
  - The heirs may not be granted a Certificate of land use rights, ownership of houses and other property attached to the land but is transferred or gifted to the inherited land use right.
  - In case of inheritance of land use rights, land users may exercise their rights when they have a certificate or are eligible to issue certificates of land use rights, ownership of houses and other assets attached to land.
- The land is not in dispute;
- Land use rights are not marginalized to ensure the execution of judgments;
- During the term of land use.

The conversion, transfer, lease, sub-lease, inheritance, gift, mortgage of land use rights, capital contribution by land use rights must be registered at the land registration office and take effect from the time of registration in the cadastral book.

II. Conditions for receiving capital contribution by land use rights

Economic organizations, households and individuals may transfer, receive capital contributions, or lease agricultural land use rights for the implementation of non-agricultural production and business investment projects when they fully meet the following conditions:

- There is a written approval from a competent state agency for an economic organization to transfer, receive capital contribution or lease the right to use agricultural land for the implementation of the project;
- The purpose of use for the land area to be transferred, contributed capital or leased land use rights must be in accordance with the land use planning and plan approved by a competent state agency;
- For land specialized in rice cultivation, it must comply with the provisions of Clause 3, Article 134 of the 2013 Land Law as follows:
  - Persons who are allocated or leased land for non-agricultural purposes by the State from land specialized in rice cultivation must pay a sum of money for the State to supplement the lost land area for rice cultivation or increase the efficiency of using rice land according to the Government’s regulations.

III. Dossier of capital contribution by land use right

Application for registration of land fluctuations or houses associated with land use rights according to form No. 09/DK.

Contracts and documents on capital contribution by land use rights, ownership of assets attached to land (original).

Certificate of land use rights or houses associated with land use rights (original).

Written approval of competent State agencies for economic organizations receiving transfers, capital contributions or leases of agricultural land use rights for the implementation of investment projects;

The land user’s written consent for the owner of the property attached to the land to contribute capital to the property attached to the land in case the capital contribution is equal to the property attached to the land but the owner of the property attached to the land is not simultaneously a land user.

IV. Procedures for capital contribution by land use rights

Order of execution:

Step 1: Valuation of land use rights. Valuation of land use rights or houses associated with land use rights can be set by shareholders, company members and jointly responsible or hired by professional valuation companies.

Step 2: Sign a capital contribution contract with land use rights and perform notarization at a notary office. The parties sign capital contribution contracts (specifying the time limit for capital contribution by land use rights) and carry out notarization procedures at the notary office.

Step 3: Register fluctuations in land use rights, ownership of assets attached to land in case of capital contribution by land use rights, ownership of assets attached to land.

Step 4: Register to change charter capital/investment capital according to the information contributed to relevant authorities.

In case of capital contribution by land use rights to establish a company, individuals/organizations shall carry out procedures within 90 days from the date of obtaining the enterprise establishment license.

In case of additional capital contribution, the charter capital of the established individual/organization shall carry out the procedures from the date of signing the capital contribution contract.

The registration agency for capital contribution to economic organizations is the land registration office at the provincial Department of Natural Resources and Environment or the agency receiving the dossier as prescribed by the People’s Committee of the province or centrally run city.

Tax provisions when contributing capital by land use rights:

- Registration fee: Free registration fee due to capital contribution by land use rights.
- Personal income tax: 2% on the transfer or sublease price. Accordingly, individuals who contribute capital by land use rights and real estate do not have to declare and pay PIT immediately. Only after one of the acts such as capital transfer, capital withdrawal, dissolution of the enterprise will this obligation be fulfilled.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Setting up business.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

17/03/202317/03/2023

REGULATIONS ON ENTERPRISES TRADING IN ALCOHOL DISTRIBUTION LINES

I. Conditions for trading in alcohol distribution lines

Alcohol trading is a conditional business line for domestic enterprises and foreign enterprises specified in Section 46, Appendix IV, Law on Investment 2020.

On the principle of alcohol business: Alcohol business belongs to the list of conditional business lines. Organizations and individuals engaged in alcohol business must comply with the provisions of the Law on Prevention and Control of Harmful Effects of Alcohol and Beer and the provisions of Decree 105/2017/ND-CP, amended and supplemented by Decree 17/2020/ND-CP

Requirements for distribution of alcohol:

- The enterprise distributing alcohol (alcohol distributor) shall be established according to regulations of law.
- There should be spirit distribution systems within at least 02 provinces or central-affiliated cities (including the administrative divisions where the spirit distributors’ headquarters is located); at least a spirit trader within each province or central-affiliated city. If the spirit distributor establishes a branch or business location besides its headquarters for the purpose of spirit sale, it is not required to ask for confirmation from the spirit wholesaler.
- A written reference or an agreement in principle shall be made by another alcohol producer, distributor or wholesale.

II. Rights and obligations of alcohol distribution traders

- Buying and selling alcohol of legal origin;
- Post a valid copy of the license issued by the competent authority at the merchant’s liquor sales locations and may only buy and sell alcohol according to the contents of the issued license, except for the case of traders selling alcohol for on-site consumption.”
- Implement the reporting regime and other obligations as prescribed in Decree 105/2017/ND-CP
- Importing alcohol, purchasing alcohol from domestic liquor producers and other liquor distribution traders according to the contents of the license.
- Selling alcohol to liquor distribution traders, wholesale liquor traders, alcohol retail traders, on-site alcohol traders within provinces/central-affiliated cities that have been licensed;
- Selling alcohol to traders who buy alcohol for export.
- Directly retail alcohol at traders’ business locations within provinces/central-affiliated cities that have been licensed;

III. Registration dossiers for enterprises trading in alcohol distribution lines

– Application for an alcohol distribution license according to Form No. 01 of Decree 105/2017/ND-CP

– A copy of the enterprise registration certificate or equivalent legal documents.

– Document concerning the spirit distribution system includes one of the two following types:

- - A copy of the agreement in principle, confirmation letter or commitment to participating in the spirit distribution system enclosed with a copy of the spirit wholesaling license of the wholesaler expected to participate in the spirit distribution system;
  - A copy of the distributor’s Certificate of registration of operation of the branch or Certificate of registration of the business location for spirit trading purpose;

– Documents relating to alcohol suppliers;

- Copy of introductory documents or principle contracts of liquor traders, other liquor distribution traders or overseas liquor suppliers, which specify the intended types of liquor traded in accordance with the activities of the liquor suppliers;
- In case the liquor supplier is a domestic trader, a copy of the liquor production license or liquor distribution license is required.

IV. Competence and procedures for granting liquor distribution business licenses

The Ministry of Industry and Trade is the agency that issues alcohol distribution licenses.

Traders (applicant) shall submit an application in person, by post or through the internet (if applicable) to a licensing authority;

Within 15 days from the day on which the valid application is received, the licensing authority shall consider processing and granting the license to the applicant. If the application is rejected, the licensing authority shall provide the applicant with a written explanation.

If the application is invalid, the licensing authority shall send a written request for additional documents to the applicant within 3 days from the day on which the application is received.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Trading in alcohol distribution lines.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

10/03/202310/03/2023

REGULATIONS ON ENTERPRISES TRADING IN ALCOHOL WHOLESALE LINES

I. Conditions for enterprises to do business in alcohol wholesale business

- An enterprise established in accordance with the provisions of law.
- There should be a spirit wholesaling system within a province or central-affiliated city where the wholesaler’s headquarters is located with at least 01 spirit retailer. If the spirit wholesaler establishes a branch or business location besides its headquarters for the purpose of spirit sale, it is not required to ask for confirmation from the spirit retailer.
- Have a written referral or principle contract of a liquor trader, liquor distribution trader or other wholesale alcohol trader.

II. Rights and obligations of alcohol wholesale enterprises

- Buying and selling alcohol of legal origin;
- Post a valid copy of the license issued by the competent authority at the merchant’s liquor sales locations and may only buy and sell alcohol according to the contents stated in the issued license, except for the case of traders selling alcohol for on-site consumption;
- Implement the reporting regime and other obligations as prescribed by Decree 105/2017/ND-CP;
- Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in licenses;
- Sell alcohol to alcohol wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
- Sell alcohol to alcohol exporters;
- Directly retail spirits at traders’ licensed business locations within provinces or central-affiliated cities.

(Regulation Article 18, Decree 105/2017/ND-CP, Article 16, Decree 17/2020/ND-CP)

III. Registration dossiers for enterprises trading in alcohol wholesale lines

– Application for a wholesale liquor license according to Form No. 01 of Decree 105/2017/ND-CP

– A copy of the business registration certificate or document of equivalent legal validity.

– Documentation of the alcohol wholesale system is of one of two types:

- - A copy of the principle contract, letter of confirmation or commitment to participate in the wholesale alcohol system with a copy of the wholesale liquor license of the trader who intends to participate in the wholesale alcohol system;
  - A copy of the Certificate of operation registration of the branch of the enterprise or the Certificate of registration of the place of business of the enterprise for alcohol business.

– Documents relating to alcohol suppliers;

- - Copies of introductory documents or principle contracts of domestic producers, distribution traders or other wholesale traders, stating the intended types of liquors for trading in accordance with the activities of the producing trader, distributor or other wholesale trader;
  - Copies of liquor licenses, distribution licenses or wholesale liquor licenses of liquor suppliers.

IV. Licensing authority and procedures

The Department of Industry and Trade is the agency that issues alcohol wholesale licenses in provinces and central-affiliated cities.

Licensing procedure:

Merchants apply in person or by post or online (if eligible to apply) to the licensing authority.

For wholesale liquor licenses:

If the application is invalid, the licensing authority shall send a written request for additional documents to the applicant within 3 days from the day on which the application is received.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Trading in alcohol wholesale lines.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

08/03/202310/03/2023

REGULATION ON ENTERPRISES DEALING RETAIL ALCOHOL

I. Conditions for enterprises to do business in alcohol retailers

The enterprise, cooperative, cooperative joint venture, or household business retailing alcohol (alcohol retailer) shall be established according to regulations of law.

The alcohol retailer shall be entitled to run a fixed store with a clear address.

A written reference or an agreement in principle shall be made by the alcohol producer, distributor, or wholesaler.

II. Rights and obligations of alcohol retailer

- Buying and selling alcohol of legal origin.
- Post a valid copy of the license issued by the competent authority at the merchant’s liquor sales locations and may only buy and sell alcohol according to the contents stated in the issued license, except for the case of traders selling alcohol for on-site consumption.
- Implement the reporting regime and other obligations as prescribed by Decree 105/2017/ND-CP.
- Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in licenses;
- Sell alcohol to sellers of alcohol for on-premises consumption or directly sell to buyers at sellers’ premises according to the contents stated in licenses.

III. Registration documents for alcohol retail businesses

- A completed application form provided in the specimen No. 1 attached hereto
- A copy of the certificate of enterprise/cooperative/cooperative joint venture/household business registration
- A copy of the lease/borrowing agreement or documents proving legitimate use rights to expected alcohol retail store.
- A written reference or an agreement in principle shall be made by the alcohol producer, distributor or wholesaler.

IV. Licensing authority and procedures

Offices of Economis or Offices of Economics and Infrastructure affiliated to People’s Committees of districts shall issue licenses for home production of spirits for business purpose and licenses for spirit retail within their districts.

Merchants apply in person or by post or online (if eligible to apply) to the licensing authority.

Within 10 working days from the date of receipt of a complete and valid dossier, the competent state agency shall consider, appraise and grant licenses to traders. In case of refusal to grant, a written response stating the reasons therefore must be given.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Retail Alcohol.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

03/03/202303/03/2023

PROCEDURES FOR TRANSFERRING LAND USE RIGHTS AND ASSETS ATTACHED TO LAND

Real estate is a great asset for individuals, businesses, and organizations. Therefore, procedures related to real estate often receive great attention from people, especially transactions that often occur such as: transfer procedures to real estate names.

I. Conditions for the transfer of land use rights and assets attached to land

According to the provisions of Article 188 of the 2013 Land Law on conditions for Land users may exercise the rights to exchange, transfer, lease, sub-lease, inherit, donate, or mortgage land use rights and contribute land use right as capitial when meeting the following conditions:

“a) Having a certificate, except for the case specified in Clause 3, Article 186 and the case of inheritance specified in Clause 1, Article 168 of the 2013 Land Law;

b) The Land is in dispute – free;

c) The land use rights are not distrained to secure judgment enforcement;

d) Within the land use term.”

Thus, when you want to transfer land use rights when exercising the right to transfer, you must also meet the conditions prescribed in Articles 189, 190, 191, 192, 193 and 194 of the 2013 Land Law. The transfer of land use rights must be registered at the land registry and take effect from the time of registration in the cadastral book.

In some cases, it is not allowed to receive transfers or donate for land use rights

1. Organizations, households, individuals, residential communities, religious establishments, overseas Vietnamese, foreign-invested enterprises may not receive transfer or donate for land use rights in cases in which the law does not allow the transfer or donate of land use rights.
2. Economic organizations may not accquire the rights to use paddy land, protection forest land or special-use forest land from households or individuals, except the case of change in land use purpose in accordance with the land use master plan and plans approved by competent state agencies.
3. Households and individuals not directly engaged in agricultural production may not receive transfers or donate land use rights for rice cultivation.
4. Households and individuals may not transfer or receive donate for the right to use residential land or agricultural land in protected forest areas, in strictly protected zones, ecological restoration subdivisions belonging to special-use forests, if they do not live in such protected forest or special-use forest areas.

II. Procedures for transferring land use rights and assets attached to land

Step 1: Notarization of the contract for the transfer of land use rights and assets attached to land

Preparation of notarized documents

- Notarized request form;
- Contracts for transfer or donation of land use rights;
- Original identification documents such as ID card/Passport of the assignor and assignee;
- The original certificate of land use rights and property attached to the land;
- The originals of other documents related to the contract for the transfer of land use rights and assets attached to the land (for common property during the marriage period, there must be a marriage certificate of the couple, if the property is separate, there must be documents proving such as the donate contract, written division of inheritance, certificate of marital status, etc).

Currently, according to the new regulations on the elimination of household registration of family, the use of identification numbers to replace household registration of family is carried out according to Decree No. 104/2022/ND-CP and related legal documents, so land procedures will be more streamlined than before.

After completing the complete set of notarized documents, individuals will carry out notarization at the notary office or the commune-level People’s Committee where the real estate is located.

Step 2: Declaration of financial obligations (at the district People’s Committee where the real estate is located)

Dossiers of declaration of financial obligations include:

- Registration fee declaration (02 copies signed by the transferee)
- Personal income tax return (02 copies signed by the assignor)
- Contract for transfer of land use rights and assets attached to land has been notarized (01 original)
- Certificate of land use rights and property attached to land (01 original + 01 notarized photo)
- ID card/ Passports of the assignors and transferees
- In case of donation or inheritance, there must be documents proving the personal relationship of the donor and recipient to be exempt from personal income tax

Time limit for tax payment: 10 days after the notice, the taxpayer pays money to the State budget.

Accordingly, the registration fee payable = the price of the registration fee for the real estate x the rate of registration fee (%)

Specifically:

The price charged for registration fee for real estate is the land price in the land price list issued by the Provincial People’s Committee in accordance with the law on land at the time of declaration of registration fee.

- The rate of registration fee (%) is 0.5% according to Clause 1, Article 7, Clause 1, Article 8 of Decree 10/2022/ND-CP.
- The personal income tax rate when transferring real estate is 2% according to Article 17 of Circular 92/2015/TT-BTC.

Step 3: Declaration of the dossier to name (at the district People’s Committee where the real estate is located)

Dossiers when changing the name of the land use right certificate include:

- Application for registration of fluctuations (signed by transfer); In case there is an agreement in the contract about the transferee performing administrative procedures, the transferee shall sign
- Transfer contract; donation contracts; or a written agreement on the division of the estate; written declaration of heritage, notarized
- Certificate of land use rights and property attached to land (original)
- Certificate of payment to the state budget (receipt of completion of financial declaration procedures for real estate) – original
- ID card/Passport (original)

Time limit for name change: according to Article 95 of the Land Law 2013, the time limit for transferring to a name does not exceed 30 days from the date of the change, the land user must carry out the procedures for registration of fluctuations; in case of inheritance of land use rights, the time limit for registration of fluctuations shall be counted from the date of completion of the division of land use rights as inheritance.

Step 4: Pay all the fees and get back the certificate of land use rights and assets attached to the land.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Transferring land use rights and assets attached to land.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

06/01/202306/01/2023

DURATION OF LICENSE TYPES

STT	Content	Legal basis
1	License for establishment of representative offices/branches of foreign traders: - 05 years, but not exceeding the remaining term of the business registration certificate or paper of equivalent value of the foreign trader, in case such paper has regulations on the term. - Within at least 30 days before the license expires, the trader can make a dossier to apply for the license extension, unless there is a violation in the cases of being revoked.	Clause 1 Article 9, Article 21, Clause 1 Article 23 Decree 07/2016
2	Certificate of food safety eligibility - 03 years from the date of issue - At least 6 months before the expiration date of a certificate of food safety eligibility, if the food producer or trader wishes to continue its/ his/her production or trading activities, it/he/she shall submit a dossier of application for the re-grant of a certificate of food safety eligibility.	Article 37 of the Law on Food Safety 2010
3	Retail establishment license: - The license to set up a retail establishment has a term corresponding to the remaining term on the investment registration certificate for the retail establishment project. - In the absence of an Investment Registration Certificate, the duration of the License to set up a retail establishment corresponds to the duration stated in the document on the location of the retail establishment.	Point a, Clause 2, Article 26 of Decree 09/2018
4	Certificate of satisfaction of security and order conditions: - There is no time limit except for some cases	Clause 1, Article 15 of Decree 96/2016
5	Liquor Distribution License, Liquor Wholesale License, Liquor Retail License - The above licenses are valid for 5 years	Point b, Clause 2, Article 28 of Decree 105/2017
6	Work Permit - The term of a work permit is granted according to the term of one of the cases specified in Article 10 of Decree 152/2020 but must not exceed 02 years.	Article 10 of Decree 152/2020
7	Certification of exemption from work permit - The validity period of a certification of exemption from work permit is up to 2 years and coincides with the validity period of any case as prescribed in Article 10 of Decree 152/2020	Clause 2, Article 8 of Decree 152/2020
8	Visa exemption certificate - The visa exemption certificate has a maximum validity of not more than 5 years and is shorter than the expiry date of the passport or valid international travel document of the grantee for at least 6 months.	Clause 1, Article 4 of Decree 82/2015

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to above Licenses.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

23/12/202223/12/2022

PROCEDURES OF CHARTER CAPITAL REDUCTION OF JOINT STOCK COMPANY (WHICH HAS FOREIGN INVESTMENT)

I. Cases of charter capital reduction

– In accordance with Decision of General Meeting of Shareholders (GMS), company returns the capital contributions to shareholders in proportion to their holdings (if the company has operated for at least 02 consecutive years from the date of business registration and has ability to fully pay its debts and fulfill its duty after the return of capital).

– The company repurchases the sold share.

– The charter capital is not contributed fully and punctually by shareholders.

II. Procedures of reducing charter capital

1. Register for changing the business registration information

Step 1: Submit applications for charter reduction to Business Registration Office – Department of Investment and Planning where the enterprise’s headquarter is located or submit online on National Registration Portal via: https://dangkykinhdoanh.gov.vn

Step 2: Within 03 working days from the receipt of valid documents, the Business Registration Office shall give the receipt slip, check the validity of received documents and grant the business registration certification for the enterprise.

2. Application for investment project adjustment

Step 1: Submit dossiers for investment project adjustment to the Department of Foreign Economic Affairs – Department of Planning and Investment where the enterprise’s headquarter is located.

Step 2: Within 10 days from the receipt of valid documents, the Department of Foreign Economic Affairs shall issue a new Investment Registration Certificate to investors..

Note:

– The company shall has ability to fully pay its debt and fulfill its duty after the charter capital reduction.

– In some cases, the authority shall inspect to ensure the charter capital reduction of the enterprise is valid.

III. Dossiers

Dossiers for register for changing the business registration information

Dossier shall comprise following documents:

– Notification of the business registration information change which is signed by the legal representative;

– The meeting minute of GMS on change in charter capital;

– The decision of GMS on change in charter capital;

– The list of foreign investors (if there is any change in the foreign investors);

– The certified copy of Investment Registration Certificate;

– The commitment to fully pay the unpaid debt and fulfill financial obligations of the enterprise after the charter capital reduction.

Dossiers for investment project adjustment

Dossier shall comprise following documents:

– Applications for investment project adjustment;

– Report on investment project’s progress by the time of the adjustment;

– The meeting minute of GMS about investment project adjustment;

– The decision of GMS about investment project adjustment;

– Financial report within the last 2 years;

– Enterprise registration certificate (original);

IV. Fees

According to Circular 47/2019/TT-BTC, the fee for publishing the enterprise registration information is: 100.000 VNĐ per turn

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to procedures of charter capital reduction of Joint Stock Company (which has foreign investment).

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

09/12/202209/12/2022

PROCEDURES OF THE BUSINESS SUSPENSION

I. Definition of the business suspension

According to Article 41 Decree 01/2021/ND-CP: “Business suspension is the legal status during its business suspension as prescribed in Clause 1 Article 206 of the Law on enterprises”

II. Cases of the suspension

According to Article 206 Law on Enterprise 2020, enterprises shall suspense their business in case of:

– Enterprises cannot fully satisfy conditions in restricted business lines in accordance with law.

– The suspension based on company’s decision.

– The relevant authority request the suspension in accordance with. regulations of law on tax administration, environment and relevant laws.

III. Conditions for the suspension

The enterprise shall send the notification of business suspension registration to the Business Registration Office 03 working days before business suspension

The period of business suspension must not exceed over 01 years.

During the suspension period, businesses shall fully pay the unpaid tax, social insurance, health insurance, unemployed insurance and fulfill their duty in contract with clients, employees, unless enterprises, creditors, clients and employees have another agreement.

IV. Competent authority

The Business Registration Authority of the province where the enterprise or its branch/ representative office/ business location is located shall grant the business suspension certification.

V. Dossiers for business suspension registration (in case the suspension based on company’s decision)

According to Article 66 Decree 01/2021/ND-CP, the enterprise shall prepare following documents:

– The notification of business suspension;

– Decision and the copy of meeting minute of Board of the Board of Members of the multi-member limited liability company or partnerships, or of the General Meeting of Shareholders of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on enterprise suspension.

VI. Procedures of the business suspension

Step 1: The enterprise shall send business suspension notification to The Business Registration Authority where the enterprise or its branch/ representative office/ business location is located at least 03 working days before the business suspension.

Step 2: After receiving the business registration documents, The Business Registration Authority shall give confirmation slip, examine the validity of received documents, and issue a business suspension certification at least 03 working days from the receipt of valid documents.

Step 3: The Business Registration Authority shall update the legal status of the enterprise, its branch/representative office, business location on National Registration Portal to the suspension status

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to procedures of the business suspension.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

08/12/202209/12/2022

PROCEDURES OF ADJUST THE LOCATION OF THE PROJECT IN BUSINESS REGISTRATION CERTIFICATE

I. Dossiers for the adjustment

According to Article 47 Decree 31/2021/ND-CP, investors shall prepare 01 folder which comprises following documents:

– Documents request for the project adjustment;

– Report on investment project’s progress by the time of the adjustment;

– Decision of investors about investment project adjustment;

– Explanation of the investment projects adjustment;

– Certified copy of Investment Registration Certificate, Enterprise Registration Certificate;

– Certified copy of location renting contract;

– Certified copy of Land use rights certificate of the lessor or other valid documents.

II. Procedures for the adjustment

Procedures of adjust the location of the project in Enterprise Registration Certificate which is subject to approval of investment guidelines include:

Step 1: The investor submits 01 folder which includes documents mentioned above.

Step 2: Within 10 days from the receipt of valid documents, the investment registration authority shall adjust the Enterprise Registration Certificate.

III. Competent Authority

According to Article 39 Law on Investment 2020:

– The Management Board of industrial parks, export processing zones, hightech zones, economic zones adjust the Enterprise Registration Certificate of investment projects located therein.

– The Department of Planning and Investment adjusts the Enterprise Registration Certificate of investment projects located outside industrial parks, export processing zones, hightech zones, economic zones.

– Business Registration Authority where investors locate or plan to locate their operating offices to execute their investment project shall adjust the Enterprise Registration Certificate in following projects:

a) Any Investment project executed over multiple provinces;

b) Any Investment project executed inside and outside industrial parks, export processing zones, hightech zones and economic zones;

c) Any Investment project executed inside industrial parks, export processing zones, hightech zones and economic zones where the management board of projects is not established or does not have the authority.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to adjust the location of the project in Business registration certificate.

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25/11/202225/11/2022

LABOR DISPATCH BUSINESS LINES OF FOREIGN BUSINESSES

I. Definition of labor dispatch sector

According to Article 52 The Labor Code 2019:

Labor dispatch is defined as an act in which an employee enters into an employment contract with a labor dispatch agency whereby an employee is assigned to work under management of another employer while maintaining a labor relationship with an employer with whom the employment contract was signed.

Labor dispatch is:

- A conditional sector
- Only be conducted by businesses which have Labor dispatch licenses
- Only apply to some particular types of work

Provisions of labor dispatch is stipulated in Section 5 Chapter III The Labor Code 2019 and Decree 145/2020/ND-CP.

II. Does the foreign investor have the ability to conduct labor dispatch activities in Vietnam?

According to Annex IV Decree 31/2021/ND-CP, Labor dispatch is a conditional sector thus investors have to consider the market access conditions applied to foreign investors which are stipulated in international treaties that Vietnam is a member. However, the labor dispatch sector is not currently stipulated in WTO, FIAs’ commitment. Therefore, foreign investors who are planning to conduct labor dispatch activities in Vietnam shall have the approval of The Ministry of Planning and Investment, The Ministry of Sector Management.

III. Conditions of conducting labor dispatch of foreign businesses

In order to conduct labor dispatch activities in Vietnam, the business shall have the approval of The Ministry of Planning and Investment, The Ministry of Sector Management and investment project which has been issued an Investment Registration Certificate (IRC). In addition, according to Article 12 Decree 145/2020/ND-CP, foreign businesses also have to fulfill following conditions:

– The foreign business is established under The Enterprise Law;

– The foreign business is issued The Labor dispatch license;

– The foreign business recruits, enters into contracts with employees before assigning them to work under management of another employer while maintaining labor relationships with an employer with whom the employment contract was signed;

– Conducting in the granted sector which is stipulated in Annex 2 Decree 145/2020/ND-CP.

IV. License for conducting labor dispatch

*Conditions for licensing

About the representative: the business’s representative conducts labor dispatch activities shall meet following conditions:

– Being the representative according to provisions stipulated in Enterprise Law;

– Having no Criminal record;

– Having directly worked as specialists or managers in labor dispatch or labor supply for 03 years (36 months) or more within 05 consecutive years before applying for license.

About the business: foreign business has made a deposit of 2.000.000.000 VND (two billion VND)

*Dossiers of application for a license

– The business’s written application for a license;

– The curriculum vitae of the legal representative or the judicial record card in the country of nationality;

– Documents proving the period of direct work as a specialist or a manager in labor dispatch of a business’s representative;

– Certificate of deposit for labor dispatch activities.

Note: The judicial record shall be issued no more than 06 months from the date of the application submission. The judicial record, Proving documents in foreign language shall be translated into Vietnamese, authenticated and consular legalized in accordance with law

*Cases in which license are not granted

– Fail to meet the licensing conditions;

– Use a fake license to conduct labor dispatch activities;

– Have a legal representative who used to be a representative of a business whose license has been revoked for the reasons specified at Points d, đ and e, Clause 1, Article 28 of this Decree for 05 consecutive years immediately before applying for a license for labor dispatch;

– Have a legal representative who used to be a representative of a business using a fake license.

V. Procedures of licensing

Step 1: The business shall submit an application for a license to the Department of Labor, War Invalids and Social Affairs where the enterprise’s headquarter is located to apply for a license.

Step 2: After considering valid documents, the Department of Labor, War Invalids and Social Affairs shall issue a receipt clearly stating the date, month and year of receipt of the application for a permit

Step 3: Within 20 working days from the date of receipt of the secured application as prescribed, the Department of Labor, War Invalids and Social Affairs shall verify and submit it to the Chairman of the provincial People’s Committee for issuance of a license to the enterprise.

In case the dossier is not secure as prescribed, within 10 working days from the date of receiving the dossier, the Department of Labor, War Invalids and Social Affairs shall send a written request to the business to complete the dossier.

Step 4: Within 07 working days from the date of receiving the dossier submitted by the Department of Labor – Invalids and Social Affairs, the Chairman of the provincial People’s Committee shall consider and grant the license to the business; in case the license is not granted, the business shall be receipt documents stating the reason for not granting the license.

*Competent authority for licensing

The Chairman of the People’s Committee of the province where the business’s headquarter is located has the authority to grant, extend, re-issue and revoke license for businesses.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Setting up business in Vietnam.

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24/11/202224/11/2022

THE PROCEDURE OF CONVERSION OF MULTI-MEMBER LIMITED LIABILITY COMPANY TO ONE MEMBER LIMITED LIABILITY COMPANY

I. Cases of conversion

Cases in which the multi-member LLC shall convert to one member LLC includes:

One member is transferred all stakes of other members in multi-member LLC.

A person or an organization which is not a member of multi-member LLC is transferred 100% stakes of other members in multi-member LLC.

II. Dossiers of conversion

According to Article 24, Article 26 Decree 01/2021, dossiers of conversion of multi-member LLC to one member LLC includes:

1. The enterprise registration application;

2. The company’s charter;

3. Copies of the following legal documents:

a) Identity Card/Passport for the legal representative of the company;

b) Identity Card/Passport if the owner of the company is a person; Certification of business registration if the owner of the company is a organization (except for the case the company’s owner is the government); Identity Card/Passport for the authorized legal representative of the company and the document designating the authorized representative.

*If the owner is foreign organization, the copy of Establishment Decision/Business Registration Certification shall be legalized.

4. Conversion contract or documents which prove the completion of conversion in case of transferring stakes; Donation agreement in case of giving away stakes; Copies of application for probate of the heir in case of inheritance; Acquisition contract, consolidation contract in case of acquire, consolidate company;

5. The resolution, decision and copy of meeting minutes of Board of members about the conversion to one member LLC;

6. Approval documents of Investment registration authority in case the capital contribution registration, shares buying, stakes buying, shall be carried out according to Investment Law provisions.

III. Procedures

Step 1: Board of members has a meeting and makes a decision of conversion of the enterprise.

Step 2: Prepare dossiers as prescribed in law for the conversion to one member LLC.

Step 3: Submit documents directly at Business Registration Office – Department of Planning and Investment of district/city where enterprise’s headquarter is located or submit online on National Enterprise Registration Portal (https://dangkykinhdoanh.gov.vn).

Step 4: The business shall post the notification as prescribed in law provisions.

Duration for documents preparation and notification posting:

Conversion of types of business shall be submitted at the Business Registration Office – Department of Planning and Investment of district/city. Within 03 working days from the date of the receipt of valid conversion documents, the Business Registration Office shall issue a new Business Registration Certification.

Duration for notification posting is 30 days from the date the business is issued One member LLC Registration Certification.

IV. Fees

According to Circulars 47/2019/TT-BTC, fees to convert types of business is 50.000 VND per time in case of direct submission and 100.000 VND per time in case of online submission.

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21/11/202221/11/2022

THE PROCEDURES OF DISSOLUTION OF FOREIGN-INVESTED ENTERPRISES

I. Cases of dissolution of foreign-invested enterprises

Enterprises shall be dissolved in the following cases:

– The operating periods specified in the company’s charter expires without an extension decision;

– The enterprise is dissolved under a resolution or decision of the Board of Members and the owner (for limited liability companies) or the General Meeting of Shareholders (for joint stock companies);

– The enterprise fails to maintain the adequate number of members for 06 consecutive months without converting into another type of business

– The Certificate of Business registration is revoked (as prescribed in Article 212 Law on Enterprise 2020), unless otherwise prescribed by the Law on Tax administration.

II. Conditions for dissolution of foreign-invested enterprises

An enterprise may only be dissolved after:

– All of its debts and liabilities are fully paid and it is not involved in any dispute at the court or arbitration

– In case of revoking The Certificate of Business registration, relevant executives and the enterprise are jointly responsible for the enterprise’s debts.

III. The procedures of dissolution of foreign-invested enterprises

According to Article 207, 208 Law on Enterprise 2020 and Article 70 Decree No. 01/2021/ND-CP dated January 04 2021 on enterprise registration, procedures of dissolution of foreign-invested enterprises.

Step 1: Terminate the investment project

The business shall submit the termination of the investment project decision (including Certificate of Investment registration) to the Investment Registration Office within 15 days from the date which the decision occurs. The expected time to complete the termination of the investment project is 15 days from the submission of valid documents.

Step 2: Rarify the resolution, decision of dissolution of foreign-invested enterprises.

The resolution, decision shall contain the following information:

– The enterprise’s name and headquarters address;

– Reasons for dissolution;

– Time limit and procedures for finalization of contracts and payment of the enterprise’s debts;

– Plan for settlement of obligations under employment contracts;

– Full name and signature of the owner of the sole proprietorship, the company’s owner, the President of the Board of Members, the President of the Board of Directors;

Step 3: Notify the dissolution of the enterprise to The Business Registration authority where the enterprise’s headquarter is located

Within 07 days from the ratification date, the notification of enterprise’s dissolution which includes the following documents shall be sent to the Business Registration authority:

– The notification of enterprise’s dissolution;

– The resolution or decision on dissolution and the minutes of the meeting of the Board of Members, the Board of Directors or the owner about the dissolution of the enterprise;

– The debt payment plan (if any);

– The copy of certificate of investment registration, certificate of business registration or equivalent documents.

*The Business Registration authority shall upload documents stipulated in Clause 1 Article 70 Decree 01/2021/ND-CP and notify the business status which are in the dissolution procedures on National Enterprise Registration Portal

Step 4: The owner of the Board of Members or the owner, the Board of Directors directly organizes the liquidation of the enterprise’s assets, debts shall be paid in the order of priority;

Step 5: Carry out tax finalization and close Tax Identification Number

The business submits documents to Tax authority (including Certified Copy of Certificate of business registration and Certification of tax registration) to finalize tax and close Tax Identification Number

Step 6: Carry out dissolution registration to The Business Registration authority where the enterprise’s headquarter is located

Within 05 working-day from the date the business’s debt is fully paid, the enterprise shall submit the enterprise dissolution application to The Business Registration authority, which includes:

– The notification of enterprise’s dissolution;

– The report on liquidation of the enterprise’s assets, list of creditors and paid debts, including tax debts and social insurance debts, health insurance, unemployment insurance for employees after the dissolution decision is issued (if any);

Step 7: The Business registration authority shall update the status of the enterprise in the National enterprise registration database.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Dissolution procedure of foreign-invested enterprise.

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17/11/202217/11/2022

CASES OF VAT REFUND

No.	Case of VAT refund	Legal Basis
1	A business establishment that pays VAT using credit-invoice method may offset input VAT that remains after deduction in the month or the quarter against VAT incurred in the next period. Where a business establishment has registered to pay VAT using credit-invoice method has a new investment project which is still in its investment stage, VAT on goods/services purchased serving the investment has not been deducted, and the remaining tax is at least VND 300 million, VAT shall be refunded.	Clause 3 Article 1 Law No. 106/2016 amending and supplementing a number of articles of the Law on Value Added Tax, the Law on Special Consumption Tax and the Law on Tax Administration
2	In a month (in case of monthly declaration) or quarter (in case of quarterly declaration), if the input VAT on exported goods/services (including goods that are imported and subsequently exported to non-tariff areas and the goods that are imported and subsequently exported to other countries) of a business entity remains at least VND 300 million after being offset against, it shall be refunded by month or quarter. If such input VAT is less than VND 300 million, it shall be offset against in the next month/quarter. In case a business establishment has both exported goods/services and goods/services sold domestically and input VAT on exported goods/services that remains at least VND 300 million after being offset against tax payable, it shall be refunded. Input VAT on purchases used for manufacturing of exported goods/services shall be separately recorded. Otherwise, input VAT shall be determined according to the ratio of revenue from exported goods/services to total revenue from goods/services accrued from the tax period succeeding the period in which tax is refunded to the current period in which tax refund is claimed.	Clause 3 Article 1 Law No. 106/2016 Clause 3 Article 1 Decree No. 146/2017/NĐ-CP
3	Business establishments which pay value-added tax according to the tax credit method are entitled to value-added tax refund if upon ownership transformation, enterprise transformation, merger, consolidation, separation, split, dissolution, bankruptcy or operation termination, they have an overpaid value-added tax amount or have some input value-added tax amount not yet fully credited.	Clause 3 Article 13 Value added tax Law
4	Business establishments that have registered for business and value-added tax payment according to the tax credit method (including newly established business establishments from investment projects), have new investment projects (including investment projects divided into several investment phases or investment categories) according to regulations of the Law on Investment in areas of the same or different provinces and cities where their headquarters are located (except for cases prescribed in Point c of this Clause, investment projects on construction of houses for sale, and investment projects that do not create fixed assets) that are in the investment phase or projects on prospection and projects to search, prospect, and develop oil and gas fields that are in the investment phase, and have the input value-added tax of goods and services incurred during the cumulative investment phase that have not been fully deducted from at least 300 million VND, shall be eligible for the value-added tax refund.	Decree No. 209/213/NĐ-CP

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10/11/202210/11/2022

NOTES ON TAXES WHEN IMPORTING LARGE DISPLACEMENT MOTORCYCLES

No.	Contents	Legal Basic
1	Import tax: 75%	Decree 122/2016/ND-CP
2	Special Consumption Tax: Two-wheeled motorcycles, three-wheeled motorcycles with a cylinder capacity of more than 125 cm3: 20%	Article 7 Law on Special Consumption Tax Amended in 2016
3	Value Added Tax: 10%	Value Added Tax Law 2008
4	Automatic import license: REMOVE this regulation. "Traders importing large displacement motorcycles of 175cm3 or more do not have to register for automatic import license at the Ministry of Industry and Trade, just need to carry out import procedures at the customs office according to current regulations".	Circular No. 27/2018 of the Ministry of Industry and Trade

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04/11/202204/11/2022

THE PROCEDURE FOR EXTENSION OF LICENSE FOR ESTABLISHMENT OF REPRESENTATIVE OFFICE

I. Conditions for extension of license for establishment of representative office

Subject: Foreign traders who have been granted licenses for establishment of representative office.

Implementation time: at least 30 days prior to the expiration of the license.

Exception: Foreign traders prescribed in Article 44.

II. Competence to extend License for establishment of representative office

The Department of Industry and Trade of the province where the representative office is expected to be located outside industrial parks, export-processing zones, economic zones or hi-tech zones.

Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards) shall extend the Licenses for establishment of the representative office which located in industrial parks, export-processing zones, economic zones or hi-tech zones.

*Note:

In case the establishment of representative office in fields prescribed by specialized legislative documents, the competence to extend licenses for establishment of representative office shall comply with provisions in those documents.

III. Application for extension of License for establishment of representative office

The application shall include:

- An application form for extension of the Licenses for Establishment of the representative office using the form promulgated by the Ministry of Industry and signed by a competent representative of the foreign trader;
- Notarized copies of the Certificate of Business registration or equivalent documents of the foreign trader (shall be translated into Vietnamese and certified or legalized by overseas diplomatic missions or Consulates of Vietnam in accordance with laws of Vietnam);
- Notarized copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents (shall be translated into Vietnamese and certified true in accordance with laws of Vietnam);
- Copies of the existing Licenses for Establishment of the representative office.

IV. Procedures for extension of the License for establishment of representative office

Step 1: At least 30 days prior to the expiration of the license, foreign traders shall apply for extension of the Licenses for Establishment of the representative office directly or by post or online (where applicable).

Step 2: Within 03 working days from the date of receipt of the application, the licensing agency shall examine such application and request the applicant to complete the application (if the application is incomplete) . The request for supplementation to the application shall be made only once during the processing of the application.

Step 3: Within 05 working days from the date of receipt of the valid application, the licensing agency shall grant an extension of the Licenses or establishment of the representative office to the applicant. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

Step 4: In case the extension of the Licenses for establishment of the representative office is not prescribed by specialized legislative document

- The licensing agency shall submit a written request for directions to the relevant Ministry within 03 working days from the date of receipt of the valid application
- Within 05 working days from the date of receipt of the request for directions from the licensing agency, the relevant Ministry shall submit the licensing agency a written notification of whether they approve for the application for extension of the Licenses for Establishment of the representative office
- Within 05 working days from the date of receipt of the notification from the relevant Ministry , the licensing agency shall send the applicant a written notice of whether the extension is granted or not. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

V. Fee of the extension of License for establishment of representative office

According to Circular 143/2016/TT-BTC, the extension fee is 1.500.000 VND/per license.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to apply for extension of License for establishment of Representative Office.

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02/11/202202/11/2022

ISSUANCE OF RETAIL LICENSE

I. Conditions for establishment of the first retail store or a retail store other than the first retail store not required to conduct an ENT

– Having a financial plan in order to establish the retail store;

– Not having any overdue tax debts if the applicant has been established in Vietnam for one (1) or more years;

– The location for establishing the retail store complies with the relevant planning in the geographical market area.

II. Authority to issue a retail store license

Pursuant to clause 2 Article 8 of the Decree 09/2018/ND-CP, The Department of Industry and Trade (DOIT) in the locality where economic organizations have foreign investment has its retail store shall have the authority to issue a retail store license after obtaining the written approval of the Ministry of Industry and Trade (MOIT).

III. Subject of a retail store license

Retail store licenses are issued to economic enterprises with foreign owned capital which have obtained a business licencs and retail store location data.

IV. Application file for issuance of a retail store license

1. Application for issuance of a retail store licence
2. Explanatory document containing:

– Location for establishing the retail store: address of the store; description of the general [common] area, related areas and areas to be used for establishing the store; and an explanation on satisfaction of the conditions for establishment of a retail store, enclosing the retail store location data;

– Business plan on trading by the retail store: presentation of the business plan and market development; the labour demand; and an assessment of the impact and socio-economic efficiency of the business plan;

– Financial plan for establishment of the retail store: business operational results on the basis of the audited financial statements for the most recent year if the applicant has been established in Vietnam for one (1) year or more; and an explanation of capital, capital sources and methods for mobilizing capital, enclosing financial data.

1. The documents from the Tax department proving that there are no overdue tax debts.
2. Notarized copies of the audited report of the most recent year in case it has been established in Vietnam for 1 year or more or notarized copies of the confirmation of capital contribution in case it is established in Vietnam under 01 year.
3. A notarized copy of the certificate of land use right at the location of the retail establishment
4. Notarized copies of the ERC, Notarized copy of IRC, Notarized copies of the Business license;

V. Sequence for issuance of the first retail store and for a second or further retail store if it is not necessary to conduct an ENT

Step 1. Lodging of the application file (2 sets) to DOIT (directly or via post or internet).

Step 2. Within three (3) working days after receipt of an application file, the DOIT shall check the file and request amendments if the file is incomplete or invalid.

Step 3. within ten (10) working days after receipt of a complete and valid application file, the DOIT shall check compliance with the conditions for establishment of a retail store.

– If the conditions are not satisfied, the licensing agency shall provide a written response setting out the reasons;

– If the conditions are satisfied, the licensing agency shall send the file requesting an opinion from MOIT.

Step 4. Within seven (7) working days after receiving the application file, MOIT shall provide written consent to issuance of the retail store license; and in the case of refusal to provide consent, shall provide a written response setting out its reasons.

Step 5. The DOIT shall issue the retail store license within three (3) working days after receipt of written consent from MOIT; but if MOIT refuses to provide consent, then the licensing agency shall in turn provide a written response [to the applicant] setting out the reasons.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to apply for Retail License.

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19/10/202219/10/2022

PROCEDURES FOR ISSUANCE BUSINESS LICENSE

I. Cases requiring obtaining Business license

Pursuant to Clause 1 Article 5 of Decree 09/2018/ND-CP, foreign-invested business entities conducting the following activities are required to obtain a Business license:

– Perform the goods retail distribution right excluding rice; sugar, articles with recorded images; and books, newspapers and magazines;

– Perform the import right and the goods wholesale distribution right with oil and lubricants;

– Perform the retail distribution right with sugar, articles with recorded images; and books, newspapers and magazines;

– Provide logistics services excluding logistic services sub-sectors for which Vietnam has committed to open the market in international treaties of which Vietnam is a member;

– Goods leasing excluding financial leasing; except for the leasing of construction equipment which includes operators;

– Provide trade promotion services excluding advertising services;

– Provide trade intermediation services;

– Provide e-commerce services;

– Provide services of arranging tendering/bidding for goods and services.

For other activities which do not fall within the aforementioned cases, Clause 1 Article 6 Decree 09/2018/ND-CP, foreign-invested business entities, economic organizations specified in point b and c of Clause 1 Article 23 of the Investment Law are exempted from obtaining Business license. They are able to conduct goods trading and directly related activities prescribed in Clause 1 Article 3 of this Decree after registering such activities with relevant documents in accordance with the provisions of the Law on Investment and the Law on Enterprises.

II. Conditions for issuance of a Business license

Firstly, for foreign investors belong to a country or territory which is a member of an international treaty of which Vietnam is also a member and there is a commitment to open the market for goods trading and directly related activities, the Law sets out 03 conditions that must be complied with:

(a) Meet market access conditions prescribed in the international treaty of which Vietnam is a member;

(b) Having a financial plan in order to undertake the activities for which a business license is requested;

Secondly, for foreign investors not from a country or territory which is a member of an international treaty of which Vietnam is also a member or in a case where there is not yet a commitment to open the market for business services in international treaties of which Vietnam is a member apart from the 2 conditions:

(a) Having a financial plan in order to undertake the activities for which a business license is requested;

(b) Not having overdue tax debts in a case where it has been established in Vietnam for one year or more.

There are additional criteria must be met, namely:

– In accordance with the provisions of specialized branch law;
– In conformity with the competitive level of domestic enterprises in the same operation sector;
– Ability to create jobs for domestic workers;
– Ability to contribute and level of contribution to the State budget

Thirdly, In case of goods for which Vietnam has not committed to open its market in international treaties of which Vietnam is a member such as: oils and lubricants; oil and lubricants; rice; sugar, articles with recorded images; and books, newspapers and magazines, apart from satisfying the conditions set forth in previous paragraph, there are notable provisions:

– In the case of goods being oil and lubricants: Consideration shall be given to licensing Perform of the right to import and right of wholesale distribution to foreign-invested business entities which conducts one of the following activities:

+ Produces oil and lubricants in Vietnam;
+ Produces or is permitted to distribute in Vietnam machinery, equipment and goods using special type of oil and lubricants.

– In the case of goods being rice; sugar, articles with recorded images; and books, newspapers and magazines, consideration shall be given to licensing to Perform the retail distribution right to foreign-invested business entities which already has a retail store in the form of a supermarket, mini-supermarket or convenience store in order to conduct retail at such store.

III. Business licensing authority

The Department of Industry and Trade where the head office of the foreign capital economic organizations located shall be in charge of this.

IV. Procedures for issuance of a Business license

Step 1: Submit the documents to the Department of Industry and Trade where the head office of the foreign capital economic organizations located shall be in charge of this (directly with or sent in the post or sent via the internet).

Step 2: After receipt of the file, Department of Industry and Trade check that file and request amendment if the file is incomplete or invalid within 03 working days.

Step 3: Within ten (10) business days after receipt of a complete and valid application file, Department of Industry and Trade shall check the file’s compliance with the relevant conditions:

– In case the conditions are not satisfied, the licensing agency shall provide a written response setting out the reasons.

– In case the conditions are satisfied:

+ Department of Industry and Trade shall issue a business license to undertake the activities prescribed in point a Clause 1 Article 5 of this Decree;

+ With other activities undertaken prescribed in Article 5 Decree 09/2018, the Department of Industry and Trade shall send the file requesting an opinion from Ministry of Industry and Trade and the line ministry in accordance with the provisions the Decree.

Step 4: Within fifteen (15) days from the date of receiving the application file from Department of Industry and Trade, Ministry of Industry and Trade and the line ministry shall provide written consent (or refusal) to issuance of the business license to Department of Industry and Trade.

Step 5. Within 3 working days after receipt of the written consent (or refusal) to issuance of the business license from Ministry of Industry and Trade, Department of Industry and Trade shall issue /refuse to issue the Business license.

V. Application file for issuance of a Business license

1. Request for issuance of a business licence (on standard form);

2. Explanatory document containing:

a) Explanation on the conditions for issuance of the corresponding business license in accordance with Article 9 of this Decree;

b) Business plan: Description of the contents and method of conducting the business activities; presentation of the business plan and market development; the labour demand; and an assessment of the impact and socio-economic efficiency of the business plan;

c) Financial plan: business operation results on the basis of the audited financial statements for the most recent year if the applicant has been established in Vietnam for one year or more; and an explanation of capital, capital sources and methods for mobilizing capital, enclosing financial documents;

d) Current business status of goods trading and directly related activities; financial status of the foreign-invested business entities up until the time of the request for the business license in the case of the business license prescribed in Clause 6 Article 5 of Decree 09/2018/ND-CP.

3. Document from the tax office stating that there are no overdue tax debts;

4. Copies of the enterprise registration certificate [ERC] and of the investment registration certificate [IRC] (if applicable) for the project of goods trading and directly related activities.

VI. Time scale of application process.

15 – 35 working days after the Department of Industry and Trade receive a complete and valid application file. The time scale can vary according to different cases.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to applying for Business license.

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14/10/202214/10/2022

PROCEDURES FOR ESTABLISHMENT OF A 100% FOREIGN CAPITAL COMPANY PRODUCING CASHEWS FOR EXPORT

I. Legal basis

1. Investment Law 2020
2. Enterprise Law 2020
3. Decree no. 15/2018/ND-CP on food safety law
4. Circular no. 38/2018/TT-BNNPTNT
5. Circular no. 52/2015/TT-BYT.
6. Decree no. 136/2020/ND-CP detailing the Law on Fire Prevention and Fighting

II. Content

1. Investment Registration Certificate (IRC)

Pursuant to Investment Law 2020 and Enterprise Law 2020, foreign investors are allowed to establish 100% foreign owned companies for cashews production.

Estimated time to be granted an IRC: within 15-20 working days from the date of receiving valid dossiers.

1. Enterprise Registration Certificate (ERC)

“Certificate of business registration is a document recording business registration information that the Business Registration Office issues to an enterprise”.

Estimated time to be granted ERC: within 05 – 07 working days from the date of receiving valid dossier

1. Food Safety Eligibility Certificate

Cashews are under the management of the Ministry of Agriculture and Rural Development. Therefore, the dossier includes:

- - An application form for Food Safety Eligibility Certificate
  - Interpretation of requirements for compliance with food safety regulations of the applicant business.

Estimated time to be granted a Food Safety Eligibility Certificate: within 30 working days from the date of receiving valid dossiers

1. Product testing

Prepare product samples and then set testing criteria according to legal regulations.

Testing products at centers recognized by the Ministry of Health (at establishments designated for testing for state management of food safety).

Product testing time is from 05 – 07 working days from the date of receipt of complete and valid documents.

1. Product quality publication

The dossier includes:

Enterprise Registration Certificate
Food Safety Eligibility Certificate
Product testing result
1. Medical Certificate (HC)

Certification Authority: Food Safety Department – Ministry of Health

The dossier includes:

- - Application form for a medical certificate
  - The test results of each item in the export consignment include the criteria as required by the respective technical regulations (for products with which technical regulations are available) or the main quality criteria, the safety according to regulations (for products without technical regulations), information on item name, batch number, production date, expiry date as specified by a testing laboratory designated by a competent state agency or accredited independent testing laboratory
  - Product label
  - Enterprise Registration Certificate
  - Food Safety Eligibility Certificate

Estimated time to be granted a Medical Certificate: 05 – 07 working days from the date of receipt of complete and valid dossier.

1. Certificate of Free Sale (CFS)

The dossier includes:

- - Written request for issuance of CFS
  - Investment certificate or business registration certificate, business registration certificate
  - A list of production facilities (if any), including the name and address of the establishment, and products manufactured for export
  - The published standard applies to products and goods accompanied by the expression (on goods labels or on goods packages or documents attached to products and goods).

Estimated time to be granted the Certificate of Free Sale: 03 – 05 working days from the date of receiving valid dossiers.

1. Certificate of assurance of fire prevention and fighting conditions (if applicable)

Currently, there are many accidents caused by fire and explosion, because the production facilities do not ensure the conditions for fire prevention and fighting. Therefore, Decree 136/2020/ND-CP stipulating fire prevention and fighting conditions will depend on the size of the manufacturing plant.

Estimated time to be issued the certificate of fire prevention and fighting by the ward police: 7 working days from the date of receiving valid dossiers

Barcode registration

Barcode registration file:

- - Registration form for using MSMV
  - Product catalog registration table using GTIN

Certified copy of Business License

Estimated time:

- - 10 days to get the code
  - 30 days to issue the Certificate of Right to Use Barcodes

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Procedures for establishment of a company producing cashews for export.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

06/09/202206/09/2022

ENTERPRISE SHOULD CHOOSE DISSOLUTION OR BANKRUPTCY

I. Legal basis

Enterprise Law 2020
Bankruptcy Law 2014

II. Differences between dissolution and bankruptcy

Similarity:

_ First, the enterprise terminates its operation after dissolution or bankruptcy.

_ Second, the seal and certificate of business registration shall be revoked.

_ Third, enterprise must fulfill property obligations and pay debts when carrying out procedures for dissolution or bankruptcy.

Difference:

Criteria	Dissolution	Bankruptcy
Definition	Dissolution of an enterprise is the termination of the existence of an enterprise according to the will of the enterprise or of a competent authority. Law on Enterprises governing dissolution	Bankruptcy is the state of an enterprise that is insolvent and declared bankrupt by the people's court. Bankruptcy Law governing bankruptcy
Features	_ Cases of enterprises being dissolved: a) The expiry of operation term stated in the company's charter without a decision on extension; b) According to resolutions and decisions of the business owner, for private enterprises, of the Members' Council, for partnerships, of the Members' Council, of the company owner, for limited liability companies; , of the General Meeting of Shareholders, for joint-stock companies; c) The company no longer meets the minimum number of members as prescribed in this Law for 06 consecutive months without carrying out procedures for transformation of enterprise type; d) The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration. _The condition for an enterprise to be dissolved is to fulfill all financial and debt obligations that the enterprise has established with third parties. _ The dissolution of a business will result in the termination of the company's legal status. _ Business owners and managers are not restricted or prohibited from holding the position of running the business or performing a number of business activities.	_ Insolvency means the enterprise fails to fulfill its debt payment obligation within 03 months from the due date of payment. _ In the process of resolving the bankruptcy case, creditors cannot separate themselves to collect their own debts, but they must all be gathered into a single legal entity, called the creditors' meeting. _ Bankruptcy is not only for debt collection purposes, but also focuses on helping debtors to recover business operations.
Right holder for application	Business owner, members' council, company owner, general meeting of shareholders, all general partners.	_ Unsecured creditors, partially secured creditors; _ Employees, grassroots trade unions, and direct superior trade unions in places where grassroots trade unions have not yet been established; _ The legal representative of the enterprise, the owner of the private enterprise, the Chairman of the Board of Directors of a joint-stock company, the Chairman of the Members' Council of a limited liability company with two or more members, the owner of the company One-member limited liability company, general partner of a partnership company; _ Shareholder or group of shareholders meeting the statutory conditions.
Place of application	Department of Planning and Investment	Court
Restrictions for business managers after termination of operation	No retriction	The person holding the managerial position of the enterprise declared bankrupt may be considered and decided by a judge not to have the right to establish an enterprise or a cooperative or to act as an enterprise manager.
Procedures	_ Approve the decision to dissolve the enterprise; _ Organize the liquidation of assets; _ Send the decision on dissolution of the enterprise to relevant agencies and organizations; _ Notify business status; _ Pay debts of the enterprise; _ Send the dissolution request to the business registration agency.	_ File and receive the petition to open bankruptcy proceedings; _ Negotiate to withdraw the petition to open bankruptcy proceedings; _ Accept the petition to open bankruptcy proceedings due to unsuccessful negotiation; _ Decide to open bankruptcy proceedings when there are grounds to open; _ Organize the creditors' meeting; _ The court declares the company bankrupt; _ Execute the court's decision declaring bankruptcy.

Note:

For companies with foreign investment. Before dissolving the company, investors need to carry out procedures for termination of investment projects.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Termination of business activities of the enterprise.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

19/08/202219/08/2022

CE MARKING

1. What is CE Marking?

CE is an abbreviation of the phrase “Conformité Européenne”, and stands for CE Marking.

CE Marking certification shows that the product complies with European Union (EU) legislation and allows such product to be circulated freely in the European market. By affixing the CE marking to a product, the manufacturer declares on their own responsibility that the product meets all legal requirements for CE Marking

2. Benefits of having CE Certification

Products with CE certification can be traded within the EEA and many other regions/countries without restriction.
Affirming the quality and safety of products for consumers.

3. Subjects of application

CE certification is required for certain product groups within the European Economic Area, 27 member states of the EU along with EFTA countries Iceland, Norway, Liechtenstein, Switzerland and Turkey. Manufacturers of products manufactured in the EEA and importers of domestically produced goods must ensure that CE marked goods conform to the standards.

+ Country requesting CE Certification: European Union (EU) – Free Trade Association (EFTA) 27 member states of the EU plus EFTA countries Iceland, Norway and Liechtenstein) along with Switzerland and Turkey.

+ Units producing the following products must have CE marking when exporting to European countries:

- Medical devices implanted under the skin
- Gas power equipment
- Human transport cable
- Products related to energy eco-design
- Electronic compatibility
- Equipment and protection systems for use in explosive atmospheres
- Civil explosives
- Hot water boiler
- Residential refrigerators and freezers
- In vitro diagnostic medical equipment
- Elevator
- Low voltage
- Machinery

- Measuring instruments
- Medical equipment
- Noise in the environment
- Weighing tools
- Personal protective equipment
- Pressure Equipment
- Firework
- Wired and wireless telecommunications terminals
- Yacht
- Safe toys
- Single pressure device

The CE Marking standard is not required for examples such as:

– Chemistry

– Cosmetics

– Textile

– Food

4. What is the CE assessment record?

Preparation of product certification registration documents includes:

– CE certificate form;

– Organization chart of the company;

– Documents related to product specifications;

– Plan of producing and checking, monitoring product quality.

– Plan of controlling equipment, measuring and testing means.

– Sample test result sheet of an accredited/designated laboratory (if any).

The above information is kept confidential by the evaluation organization and is not disclosed to the outside.

5. Procedures of granting the CE certification process for products

Step 1: Determine only the applicable standard exam

Step 2: Define detailed requirements

Step 3: Testing, evaluating and checking standard products

Step 4: Provide technical documents TCF (Technical File)

Step 5: Declaring of Conformity and Issuance of CE Marking Certificate

In some special cases, this process may require the following additional steps:

Step 6: Re-certifying

Step 7: Extended Evaluation

Step 8: Unscheduled assessment

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to CE Marking.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

02/08/202202/08/2022

BUYING AN EXISTING COMPANY IN VIETNAM: RISKS AND ISSUES FOR INVESTORS

When investing in an existing business in Vietnam, investors should consider carefully such existing business that investors intend to contribute capital or purchase shares or capital contributions in order to avoid the following risks.

I. Legal basics

Law on Investment No. 61/2020/QH14 dated 17/06/2020

Decree 31/2021/NĐ-CP dated 26/03/2021

II. Issues and risks that investors should consider

Foreign ownership limitations

Law on Investment allows 100% foreign ownership of a business in most industries. However, if sectors and trades in which investors intend to invest are on the List of sectors and trades are subject to market access restrictions, the charter capital holding ratio of foreign investors is a compulsory requirement. In addition, if the foreign investor is subject to one or more international treaties on investment, the investor must comply with the ownership ratio of that treaty.

Tax and finance

When contributing capital or purchasing shares or capital contributions of any economic organization, investors should also consider tax and finance. After buying the company, investors shall be the company’s owner or shareholders/ capital-contributing members and inherit or be jointly liable for all obligations to the third parties, including financial debts, taxes and even fines due to the company’s violations. This is also a necessary step to evaluate whether the company is making a profit or at a loss.

Labor

When investing in an existing business in Vietnam, foreign investors should focus on employment, research and consider current labour problems at the company. Since Vietnam Labor Law tends to give priority to employees, investors should consider carefully and properly evaluate if there are plans to change employees during management or labor issues that have not been resolved to avoid legal risks.

Regulations

Law on Investment 2020 has offered advantaged conditions for foreign investors to invest in Vietnam. However, investors should focus on regulations or administrative procedures that they need to meet if they are subject to the application of such legal regulations and administrative procedures.

Regarding the industry and profession in which the investor intends to invest:

Firstly, investors should pay attention to checking the industry of the company in which they intend to contribute capital, purchase shares or contribute capital as committed in the WTO Schedule of Commitments or not. In case the industry has not been committed, it will be difficult to carry out legal procedures for the investor to become the owner of the company.

Secondly, if the investors intend to invest in industries and trades on the List of sectors and trades with conditional market access for foreign investors, Vietnamese law has set compulsory requirements for investors to meet such as capital ownership ratio (mentioned above), investment form, investment scope, cooperation with Vietnamese partners. In addition, there are also sectors and trades currently prohibited to invest by Vietnamese law, or industries that require other types of permits/licenses when foreign investors do business. Therefore, investors need to consider carefully to avoid violating the law when making investments without the permission of state agencies.

In order to limit the legal risks that investors may face when contributing capital, buying shares or buying capital contributions to Vietnamese companies, investors need to carry out in-depth due diligence on Vietnamese law and the overall company that you want to invest in. This is a necessary step to limit economic and legal risks when entering the Vietnamese market.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Investment in Vietnam

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

28/07/202228/07/2022

FOREIGNERS BUYING HOUSES TO LIVE IN VIETNAM

I. Legal grounds

The Housing Law, No. 65/2014/QH13
Decree No. 99/2015/ND-CP of the Government promulgates the Decree detailing and guiding the implementation of a number of articles of the Housing Law.

Circular No. 19/2016/TT-BXD dated June 30, 2016, of the Ministry of Construction, guiding the implementation of a number of the Law on Housing 2014 and Decree No. 99/2015/ND-CP of the Government

II. Procedures for foreigners to buy houses to live in Vietnam

Entities eligible for the homeownership in Vietnam

According to the provisions of Clause 1 Article 159 of the Law on Housing 2014 allows foreigners to buy houses in Vietnam, specifically the following foreign organizations and individuals:

Foreign entities who invest in project-based housing construction in Vietnam as prescribed in this Law and corresponding regulations of law;
Foreign-invested enterprises, branches, representative offices of foreign enterprises, foreign-invested funds, and branches of foreign banks operating in Vietnam (hereinafter referred to as foreign organizations);
Foreign individuals are allowed to enter Vietnam.

Transactions of legitimate housing

Entities having legitimate housing through the following transactions:

Investment in the construction of houses under projects in Vietnam by the Law on Housing 2014 and the law relevant laws;
Purchase, lease, lease purchase, receipt of a gift, receipt of an inheritance, including apartment buildings and separate houses in housing construction investment projects, except for areas under management relating to national defense and security as prescribed in regulations of the Government.

Consequently, foreign organizations and individuals cannot buy land but can only own commercial housing (including apartment buildings and separate houses) in investment projects built commercial housing, except for areas under management relating to national defense and security as prescribed in regulations of the Government.

Eligible for the homeownership

According to Article 74 of Decree 99/2015/ND-CP guiding the Law on Housing, foreigners who fall into the above categories have the right to buy houses in Vietnam, but to own a house, they must have a valid license. proof sheet.

Case 1: For individuals or organizations investing in housing construction under projects

Have an Investment Registration Certificate;
Have houses that are built under a project as prescribed in this Law and corresponding regulations of law.

Case 2: Conditions for foreign organizations

An investment certificate or documents related to being allowed to operate in Vietnam issued by a competent Vietnamese state agency is still valid at the time of contract signing the house purchase agreement or house lease purchase.

Case 3: Conditions for individuals

Having valid passports stamped with entry verification stamp of the immigration and exit management agency of Vietnam;
Not granted diplomatic immunity and privileges as prescribed.

Foreigners only buy houses in housing construction investment projects and must satisfy all conditions on a case-by-case basis.

Time and percentage of ownership

Article 161 of the 2014 Housing Law specifically stipulates that foreign individuals and organizations may not buy, rent and purchase, receive, inherit and own more than 30% of apartments in an apartment building; or more than 250 houses regarding separate houses including villas, row houses in an area whose population is equivalent to a ward-administrative division. In addition, foreign individuals can own a house for not more than 50 years, from the day on which they are granted the Certificate and they may be also granted an extension as prescribed in regulations of the Government; the duration of the homeownership must be stated in the Certificate.

If a foreign individual marries a Vietnamese citizen or an oversea Vietnamese, he/she qualifies for stable and long-term homeownership and has all rights of a homeowner similarly to Vietnamese citizens;

The foreign organization is eligible for the homeownership as agreed in agreements on housing sale, lease purchase, gifting, or inheritance for no longer than the duration stated in their Certificate of investment, including extension duration, the duration of the homeownership shall be determined from the day on which the organization is granted the Certificate and stated in such Certificate;

Procedures for buying a house

Step 1: Making a Housing agreement

The parties agree to make a written house sale and purchase contract with the main contents based on Articles 120 and 121 of the Law on Housing 2014.

Step 2: Notarization and authentication of a Housing agreement

Step 3: Request to apply for the Certificates

The contracting parties shall agree to choose a party to request the competent agency to grant the Certificate of housing; regarding housing that is bought or leased and purchased from the investor, the investor must complete the procedures for the Certificate issued to the buyer or the lessee by the competent agency, unless the buyer or the lessee wishes to complete the procedures themselves.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Buying Houses in Vietnam for foreigners.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

28/07/202228/07/2022

NGƯỜI NƯỚC NGOÀI MUA NHÀ Ở TẠI VIỆT NAM

I. Cơ sở pháp lý?

Luật Nhà ở số 65/2014/QH13 của Quốc hội ngày 25 tháng 11 năm 2014
Nghị định 99/2015/NĐ-CP của Chính phủ về việc Quy định chi tiết và hướng dẫn thi hành một số điều của Luật Nhà ở 2014
Thông tư 19/2016/TT-BXD của Bộ Xây dựng về việc hướng dẫn thực hiện một số nội dung của Luật Nhà ở và Nghị định 99/2015/NĐ-CP ngày 20 tháng 10 năm 2015 của Chính phủ quy định chi tiết và hướng dẫn thi hành một số điều của Luật Nhà ở 2014

II. Thủ tục cho người nước ngoài mua nhà ở tại Việt Nam?

Đối tượng được phép mua nhà ở tại Việt Nam

Theo quy định tại Khoản 1 Điều 159 Luật Nhà ở 2014 cho phép người nước ngoài mua nhà tại Việt Nam, cụ thể là các đối tượng tổ chức, cá nhân nước ngoài sau:

Tổ chức, cá nhân nước ngoài đầu tư xây dựng nhà ở theo dự án tại Việt Nam theo quy định của Luật này và pháp luật có liên quan;
Doanh nghiệp có vốn đầu tư nước ngoài, chi nhánh, văn phòng đại diện của doanh nghiệp nước ngoài, quỹ đầu tư nước ngoài và chi nhánh ngân hàng nước ngoài đang hoạt động tại Việt Nam (sau đây gọi chung là tổ chức nước ngoài)
Cá nhân nước ngoài được phép nhập cảnh vào Việt Nam.

Các hình thức sở hữu

Tổ chức, cá nhân nước ngoài được sở hữu nhà ở tại Việt Nam thông qua các hình thức sau đây:

Đầu tư xây dựng nhà ở theo dự án tại Việt Nam theo quy định của Luật Nhà ở 2014 và pháp luật có liên quan;
Mua, thuê mua, nhận tặng cho, nhận thừa kế nhà ở thương mại bao gồm căn hộ chung cư và nhà ở riêng lẻ trong dự án đầu tư xây dựng nhà ở, trừ khu vực bảo đảm quốc phòng, an ninh theo quy định của Chính phủ.

Như vậy, tổ chức và cá nhân nước ngoài không thể mua đất nền mà chỉ được sở hữu nhà ở thương mại (bao gồm căn hộ chung cư và nhà ở riêng lẻ) trong dự án đầu tư xây dựng nhà ở thương mại, trừ khu vực bảo đảm quốc phòng, an ninh theo quy định của pháp luật Việt Nam.

Để tiết kiệm thời gian tìm hiểu các thủ tục, điền form mẫu, công chứng, chờ đợi nộp hồ sơ, các bạn có thể liên hệ HT để được tư vấn và hỗ trợ dịch vụ Mua nhà tại Việt Nam cho người nước ngoài

Liên hệ với chúng tôi

- Email: hue.truong@htlaw.vn
- SĐT: +84 935 439 454.

19/07/202219/07/2022

Vietnam chemical certificate

Currently, the production and trading of chemicals is a difficult and complicated industry, so it is specified by Vietnamese law in the Law on Chemicals and other specialized legal documents. In order to help readers have an overview of the above industries, HT would like to summarize the legal provisions on chemicals in the document below:

SECTION 1: LICENSE FOR UNLIMITED CHEMICALS

I. Conditions for production of chemicals subject to conditional production and trading in the industrial sector

1. Being an enterprise, cooperative or business household established in accordance with law and engaged in chemical production;

2. Physical and technical facilities must meet the following specific requirements:

2.1 Requirements for factories and warehouses

a. Workshops must meet requirements according to national technical standards and regulations, suitable to the nature, scale and technology of chemical production and storage.

b. Workshops and warehouses must have exits and exits. The exits must be clearly indicated by signs and lights and designed to facilitate the escape, rescue and rescue in case of an emergency.

c. The ventilation system of factories and warehouses must meet the regulations and standards on ventilation systems.

d. The lighting system complies with regulations to meet the requirements of chemical production and storage. Electrical equipment in workshops and warehouses containing flammable and explosive chemicals must meet standards on fire and explosion prevention and control.

D. Workshop and chemical warehouse floors must be resistant to chemicals, loads, non-slip, with good drainage and collection grooves.

e. Workshops and chemical warehouses must have a table of rules on chemical safety, have danger signs suitable to the level of danger of chemicals, and hang them in a conspicuous place. Signs showing hazardous properties of chemicals must have the following information: Chemical identification code; graphic warning, word warning, warning of danger. In case a chemical has many different hazardous properties, the warning picture must fully show those hazardous properties. In production areas with hazardous chemicals, there must be specific instructions on safe operation procedures in an easy to read and conspicuous position.

g. Workshops and warehouses must have a lightning protection system or be located in a safe lightning-protected area and periodically inspected according to current regulations.

H. For outdoor tanks, it is necessary to build dikes or other technical measures to ensure that chemicals do not escape into the environment when a chemical incident occurs and take measures to prevent fire, explosion and lightning.

i. Workshops and warehouses must fully meet the conditions on fire prevention and fighting, environmental protection, occupational safety and hygiene in accordance with relevant laws.

2.2 Requirements for technology, equipment, tools, packaging

a. The chemical production technology is selected to minimize the risk of chemical incidents and environmental pollution, and to ensure safety against fire and explosion.

b. Technical equipment must meet general safety requirements according to national technical standards and regulations, be suitable for chemical species and technological processes, and meet production capacity and business scale. Machines, equipment and supplies subject to strict requirements on occupational safety and health and testing measuring equipment must be inspected, calibrated, calibrated and maintained in accordance with current regulations on machinery inspection. , device.

2.3 Requirements for chemical storage and transportation

a. Hazardous chemicals must be classified and arranged according to the nature of each chemical. Chemicals that may react with each other or have different requirements on chemical safety, fire prevention and control are not allowed in the same area.

b. Chemicals in the warehouse must be preserved according to current national technical standards and regulations, ensuring safety and convenience requirements for chemical incident response.

3. Areas of workshops and warehouses must meet the requirements of national technical standards and regulations. The production facility has enough area to arrange production lines in accordance with the designed capacity, ensure the production stages, and meet the technological requirements;

4. The technical director or deputy director or the technical officer in charge of chemical production must have a university degree or higher in chemical majors;

5. The subjects specified in Article 32 of this Decree must be trained in chemical safety.

Organizations and individuals may only produce and trade in chemicals subject to conditional production and trading in the industrial sector after being granted a Certificate of eligibility by a competent authority and are responsible for maintaining their eligibility. conditions specified in Clauses 1 and 2 of this Article throughout the course of production and business activities. In case an organization or individual no longer meets the conditions, the Certificate will be revoked according to the provisions of Clause 2, Article 18 of the Law on Chemicals.

II. Dossier of application for a Certificate of eligibility for production

a) A written request for issuance of the Certificate of eligibility for production of chemicals subject to conditional production and trading in the industrial sector, made according to the form specified in Clause 7 of this Article;

b) A copy of the Certificate of Business Registration or Certificate of Cooperative Registration or Certificate of Business Household Registration;

c) A copy of the approval decision or written certification of documents related to environmental protection as prescribed by law, issued by a competent state management agency;

d) A copy of the certificate of approval for design of fire prevention and fighting and the written approval for acceptance of the fire prevention and fighting system issued by a competent authority for each production facility subject to approval. fire prevention and fighting design;

Minutes of safety inspection of fire prevention and fighting or a document of a competent authority proving the assurance of fire prevention and fighting safety conditions for each production establishment that is not required to be subject to compulsory fire safety inspection. Appraisal and approval of designs on fire prevention and fighting;

dd) The overall drawing of the system of premises of factories and warehouses, the contents of the drawings must ensure information on the location of the workshop, warehouse, chemical storage area, area and access road to the workshop, area. chemical production and storage areas; A copy of the document proving the right to use the land plot for the construction of the factory or warehouse or the lease contract for the factory or warehouse.

e) A declaration of technical equipment, labor safety and safety equipment of the chemical production establishment;

g) A copy of a university degree or higher in chemistry of the director or deputy technical director or the technical officer in charge of chemical production activities of the manufacturing facility;

h) A copy of the chemical safety training file as prescribed in Clause 4, Article 34 of this Decree;

i) Chemical safety sheets of dangerous chemicals in the production facility as prescribed.

III. Dossier of application for the Certificate of eligibility for business

a) A written request for issuance of a Certificate of eligibility for trading in chemicals subject to conditional production and trading in the industrial sector, made according to the form specified in Clause 7 of this Article;

b) A copy of the Certificate of Business Registration or Certificate of Cooperative Registration or Certificate of Business Household Registration;

c) A declaration of each business location;

d) A copy of the approval decision or written certification of documents related to environmental protection as prescribed by law, issued by a competent state management agency;

dd) A copy of the certificate of design appraisal and approval and the written acceptance of fire prevention and fighting design issued by a competent authority for each chemical warehouse subject to fire prevention and fighting design appraisal and approval;

Minutes of safety inspection on fire prevention and fighting or a document from a competent agency proving the assurance of fire prevention and fighting safety conditions for each chemical warehouse that is not subject to mandatory requirements. Appraisal and approval of designs on fire prevention and fighting;

e) The overall drawing of the system of premises of each business location, the content of the drawing must ensure information on the location of the warehouse, the chemical storage area, the area and the way to the chemical storage area; A copy of the document proving the right to use the land plot to build the warehouse or the warehouse lease contract in the case of warehouse rental or the contract or agreement on chemical purchase and sale in the case of using the organization’s warehouse, individuals buy or sell chemicals;

g) A declaration of technical equipment, labor protection and safety equipment of each chemical trading location;

h) A copy of the intermediate degree or higher in chemical major of the person in charge of chemical safety;

i) A copy of the chemical safety training file as prescribed in Clause 4, Article 34 of this Decree;

k) Chemical safety sheets of dangerous chemicals in business establishments as prescribed.

IV. Order and procedures for appraisal and issuance of Certificate of eligibility

a) Organizations and individuals applying for the Certificate of eligibility shall make 01 set of dossiers and send them by post or directly or through the online public service system to the agency competent to issue the Certificate in accordance with the law. specified in Clause 6 of this Article;

b) In case the dossier is incomplete and invalid, within 03 working days from the date of receiving the dossier, the certificate-issuing agency shall notify the organization or individual to supplement and complete the dossier. The time for completing the dossier is not included in the time of granting the Certificate specified at Point c of this Clause;

c) Within 12 working days from the date of receipt of complete and valid dossiers specified in Clauses 1 and 2 of this Article, the certificate-issuing agency shall consider, appraise and issue a Certificate of eligibility. conditions for organizations and individuals, and at the same time send 01 copy to the Department of Industry and Trade where the organization or individual has registered its head office. The form of the Certificate is specified in Appendix VI of this Decree. In case of refusal to issue the Certificate, the agency competent to grant the Certificate must reply in writing, clearly stating the reason.

V. Dossier, order and procedures for re-issuance of the Certificate of eligibility

a) In case the Certificate of eligibility is lost, incorrect, damaged or there is a change in the establishment registration information of the organization, individual, organization or individual, make 1 set of application for re-issuance; Certificate and send it to the Certificate-issuing agency by post or in person or through the online public service system;

b) An application for re-issuance of the Certificate includes: A written request for re-issuance of the Certificate; the original of the issued Certificate in case the Certificate is incorrect or there is a change in information of the organization or individual; the recognizable original portion of the Certificate in case the Certificate is damaged;

c) Within 05 working days from the date of receipt of complete and valid dossiers, the certificate-issuing agency shall examine and re-issue the Certificate of eligibility for organizations and individuals, and concurrently send 01 copy to the Department of Planning and Investment. Industry and Trade where the organization or individual registered their head office. In case of refusal to re-issue the Certificate, the agency competent to grant the Certificate must reply in writing, clearly stating the reason.

VI. Dossier, order and procedures for adjusting the Certificate of eligibility

a) In case there is a change in the location of the chemical production and trading establishment; type, scale and type of chemicals produced or traded, organizations or individuals shall make 01 set of dossiers of request for adjustment of the Certificate and send it to the Certificate-issuing agency by post or in person or in person. through the online public service system;

b) An application for adjustment of the Certificate includes: A written request for adjustment of the Certificate of eligibility; the original of the issued Certificate of Eligibility; papers and documents proving the satisfaction of production and business conditions for the adjusted contents;

c) The order and procedures for adjusting the Certificate are the same as for issuing a new Certificate.

VII. Authority

The Department of Industry and Trade where the organization or individual is located is responsible for appraising and granting, re-granting and adjusting the Certificate of eligibility for production and business of chemicals subject to conditional production and business. events in the industrial field for organizations and individuals; inspect, examine and supervise the observance of regulations on conditions for production and trading of chemicals subject to conditional production and trading by organizations and individuals under their management.

SECTION 2: LICENSE FOR LIMITED CHEMICALS

I. Chemicals restricted from production and trading in the industrial sector

Chemicals restricted from production and trading in the industrial sector include:

1. Substances included in the List of chemicals restricted from production and trading in the industrial sector, promulgated in Appendix II to this Decree.

2. Mixtures containing substances listed in Appendix II to this Decree are classified according to the provisions of Article 23 of this Decree and belong to at least one of the following classification groups:

a) Acute toxicity (by different exposure routes) grade 1;

b) Class 1A, 1B carcinogenic agents;

c) Reproductive toxicity grade 1A, 1B;

d) Grade 1A, 1B germ cell mutations.

=> Restricted chemicals need to apply for a license to produce and trade in chemicals restricted from production and business in the industrial field.

II. Dossier of application for a production license

a) A written request for a license to produce chemicals restricted from production and trading, made according to the form specified in Clause 7 of this Article;

b) Papers specified from point b to point i, clause 1, Article 10 of this Decree;

c) Explanation of technological process for the production of chemicals restricted from production and trading.

III. Dossier of application for a business license

a) A written request for a license to trade in chemicals restricted from production or business, made according to the form specified in Clause 7 of this Article;

b) The papers specified at Points b to k Clause 2 Article 10 of this Decree;

c) An explanation of the business plan for chemicals restricted from production and business of the organization or individual applying for the License.

IV. Order and procedures for appraisal and grant of permits

a) Organizations and individuals that apply for a license to produce and trade in chemicals restricted from production or business shall make 1 set of dossiers and send them by post or directly or via the online public service system to the agency. licensing authority;

b) In case the application is incomplete and invalid, within 03 days from the date of receipt of the application, the licensing agency shall notify the organization or individual to supplement and complete the application. The time for completing the application is not included in the time for granting the license specified at Point c of this Clause;

c) Within 16 working days from the date of receipt of complete and valid dossiers specified in Clauses 1 and 2 of this Article, the licensing agency is responsible for reviewing and appraising the dossiers, examining the actual conditions of the application. and issue licenses to organizations and individuals. The form of a license to produce and trade in chemicals restricted from production and business in the industrial sector is specified in Appendix VI of this Decree. In case of refusal to grant a license, the licensing authority must reply in writing, clearly stating the reason.

V. Authority

a) The Ministry of Industry and Trade is responsible for organizing the appraisal and granting, re-granting and adjusting the License to produce and trade in chemicals restricted from production and business in the industrial domain; prescribe the application forms specified in this Article; formulating and implementing plans for periodic inspection and examination or irregular inspection and examination when necessary, for production and trading of chemicals restricted from production and business in the industrial sector;

b) Departments of Industry and Trade of provinces and centrally run cities shall inspect, examine and supervise the implementation of regulations related to the process of chemical activities restricted from production and business by organizations and individuals. , individuals in the area under their management, report the inspection results to the Ministry of Industry and Trade. In case an organization or individual no longer meets the conditions specified in Article 15 of this Decree, the Service of Industry and Trade shall request the Ministry of Industry and Trade to consider and handle it.

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15/07/202219/07/2022

The procedure for establishing an online education company

Today, online education is a potential field in the Vietnamese market. However, many investors are still wondering how to do this business line by the law.

Therefore, in this article, HT will provide detailed information about the types of licenses required to run an online education business legally in Vietnam.

1. Investment Registration Certificate (IRC) (only for foreign investors)

According to the WTO Commitments Schedule, Vietnam has fully opened up to other educational services (CPC 929).

Pursuant to Decision No. 27/2018/QD-TTg, for other education not elsewhere classified (8559), teaching can be conducted in many different environments, such as at the units or client’s training facilities, educational institutions, workplaces, or homes, possibly through correspondence, television, internet, in classrooms or by other means.

Thus, foreign investors can establish a company with 100% foreign capital to conduct online education business with other education not elsewhere classified sector (8559).

Estimated time to be issued IRC: 15-20 working days from the date of application.

Issuing agency: Department of Planning and Investment of the province or central-affiliated city where the enterprise is located.

2. Enterprise Registration Certificate (ERC)

“Certificate of Enterprise Registration means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.”

Estimated time to be issued IRC: 5-7 working days from the date of application.

Issuing agency: Department of Planning and Investment of the province or central-affiliated city where the enterprise is located.

3. Notice of goods sale application with the Ministry of Industry and Trade (if applicable)

In case the company to be established uses its app (application) to teach online in combination with selling courses and paying money on that application, this application will be considered a goods sale application and must implement the notification procedure to the Ministry of Industry and Trade. In the case of using currently available application such as Google Meet, Zoom, Microsoft Team, etc., the procedure is not required.

Pursuant to Clause 2, Article 3 of Circular No. 59/2015/TT-BCT: “Goods sale application means an e-commerce application on mobile equipment established by a trader or an organization or individual serving its/his/her trade promotion activities, goods sale or service provision.”

Process of notification of goods sale applications

Step 1: The enterprise shall register for an account and log in on the e-commerce management portal (www.online.gov.vn) by providing the following information:

– The website owner’s name;

– Business registration No. of traders or Establishment decision No. of organizations, or personnel tax codes of individuals;

– Business lines;

– Addresses of traders and organizations’ head offices or permanent addresses of individuals;

– Contact information

Step 2: Within three working days, the enterprise shall receive results from the Ministry of Industry and Trade via registered emails regarding one of the following subject matters:

– If registration information for an account is adequate, the enterprise shall be granted an account and proceed Step 3:

– If registration is rejected or additional information is required, the enterprise shall carry out the registration again or provide additional information as requested.

Step 3: After being granted an account for access to the system, the enterprise shall carry out logging on, select goods sale e-commerce application registration and fill in the forms as instructed.

Step 4: Within three working days, the enterprise shall receive responses from the Ministry of Industry and Trade via registered emails regarding one of the following subject matters:

– Confirmations that the declared information is adequate and eligible;

– Notification that the declared information is inadequate or invalid; In this case, the enterprise shall return to Step 3 or providing additional information as requested. Within 10 working days since receipt of request for additional information in Step 4, if the enterprise doesn’t response, the notification dossier will be terminated and must proceed to notify the dossier from Step 3 again.

Step 5: After three working days from the date of receipt of complete and valid notification dossiers, the Ministry of Industry and Trade shall send to the enterprise via a registered email a code segment for insertion into the online shopping website and displayed onscreen as a “notified” sign.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Setting up an online education company.

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15/07/202207/09/2022

Compare Representative Office with Branch of Enterprise in Vietnam

1. Legal basics

– Article 44, 45 Law on Enterprises 2020.

– Article 31 Decree 01/2021/NĐ-CP on enterprise registration.

– Circular 47/2019/TT-BTC on prescribing the rates of charges for provision of enterprise information and fees for enterprise registration and charge and fee collection, remittance, management and use.

2. Compare Representative Office with Branch of enterprise in Vietnam

Criteria	Representative Office	Branch
Definition	A Representative Office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protects the enterprise’s interests. A representative office shall not do business.	A Branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including an authorized representative. The business lines of a branch shall match those of the enterprise.
Dossier	1. A notification of establishment of Representative office/Branch 2. The notarized copy of the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the copy of the resolution or decision of the owner of the single-member limited liability company on establishment of Representative office/Branch. 3. A notarized copy of the identity card/citizen identity card/passport of the head of the Representative Office/Branch; 4. The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if applicable).
Quantity of dossier	01
Place of issuance	Business Registration Office at Planning and Investment Department where located the Representative Office address of Company.
Order of processing	Step 1: Submit application for establishment of Representative Office/Branch at the Business Registration Office where the Representative Office/Branch is located through the National Portal on Business Registration (https://dangkykinhdoanh.gov.vn). Bước 2: Business Registration Office shall issue Representative Office/ Branch Registration Certificate (if the documents are valid). If the documents are invalid, Business Registration Room shall notify in writing the contents that need to be amended or supplemented to the enterprise.
Time	03 working days from the date of receipt of valid documents
Stamp	The enterprise shall decide the type, quantity, design and content of its seal and the seals of its Representative office/Branch The management and storage of seals shall comply with the company’s charter or regulations of the Representative office/Branch that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.
Fee	- Waiver of fee for issuance of Representative Office/ Branch Registration Certificate. - Fee for publication of registered contents of Representative Office/ Branch: 100.000 VND.

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15/07/202218/07/2022

Representative office vs Branch: which one is better for foreign investor in Vietnam

1. Legal basics

- Commercial Law No. 36/2005/QH11 dated 14/06/2005 of The National Assembly
- Decree 07/2016/NĐ-CP dated 25/01/2016 of The Government on detailing the Commercial Law regarding Vietnam-based representative offices and branches of foreign traders.
- Circular 143/2016/TT-BTC dated 26/09/2016 of Ministry of Finance on fees for processing applications for the license to establish representative offices of foreign trade promotion organizations or foreign traders in Vietnam, and the collection and transfer thereof.

2. The issues of granting Representative Office/ Branch Establishment licenses

Criteria	Representative Office	Branch
Conditions to grant license	- The foreign trader has been established or has registered its operation under the law of a country or territory being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories; - In case the foreign trader’s business registration certificate or equivalent paper indicates its term of operation, the remaining term must be at least one year by the date of submission of the application; - Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.
	The foreign trader has been operating for at least one year since its establishment or business registration;	The foreign trader has been operating for at least 5 years since its establishment or business registration;
	The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory	The scope of operation of the branch is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory shall be consistent with lines of business of the foreign trader
License term	Representative office/ Branch establishment license shall be valid for 05 years but not exceeding the remaining effective period of the Certificate of Business Registration or the equivalent (for documents having expiry date)
Order of processing	Step 1: Submit the dossier directly, by post or online to the licensing agency of a locality where its representative office/ branch is planned to be located (The provincial-level Industry and Trade Department / the management board for Representative office)/ The Ministry of Industry and Trade (for Branch). Step 2: Within 3 working days after receiving the dossier, the licensing agency shall check and request the applicant to supplement its dossier if it is neither complete nor valid. The request for supplementation to the dossier shall be made only once during the handling of the dossier. Step 3: Within 7 working days after receiving a complete and valid dossier, the licensing agency shall grant to the foreign trader a representative office /branch establishment license or refuse to grant it. In case of refusal, the licensing agency shall issue a document clearly stating the reason.
Dossier	1. An application for a representative office/ branch establishment license. 2. A certified copy of the business registration certificate or equivalent paper of the foreign trader. 3. The foreign trader’s document on appointment of head of the representative office/ branch. 4. Certified copies of audited financial statements or documents proving the fulfillment of tax liabilities or financial obligations in the latest fiscal year or equivalent paper issued or certified by a competent agency or organization of the locality where the foreign trader was established proving the actual existence and operation of the foreign trader in the latest fiscal year. 5. A certified copy of the passport, people’ identity card or citizen’s identity card (for a Vietnamese) or a copy of the passport (for a foreigner) of the head of the representative office/ branch. 6. Documents on the expected location of the representative office/ branch’s office, comprising: - A certified copy of the memo of understanding or location rental agreement or a document proving the right to use the location for opening the representative office/ branch; - A certified copy of the document on the expected location of the representative office/ branch which comply with Vietnamese regulations on security and order, occupational safety and health and other conditions
Dossier		7. A certified copy of the branch’s charter.
Place of issuance	The provincial-level Industry and Trade Department of a locality in which a representative office is scheduled to be located outside industrial parks, export processing zones, economic zones and hi-tech parks The management board of an industrial park, export-processing zone, economic zone or hi-tech park.	The Ministry of Industry and Trade may grant, re-grant, modify, extend or revoke the establishment license and terminate operation of a branch in case the establishment of such branch has not been regulated by any specialized legal document.
Settlement time	- For normal cases: 07 working days from the date of receipt of complete and valid dossiers. - For special cases: 13 working days from the date of receipt of complete and valid dossiers.
Fee	3.000.000 VND
Note	- In case the scope of operation of the representative office/branch is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory and the case in which the establishment of representative office/ branch has not yet been regulated in any specialized legal document, the licensing agency shall submit a written request for directions to the relevant Ministry before granting or refusing to grant representative office/ branch establishment licenses to foreign trader.

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13/07/202212/10/2022

Limitations on permitted activities of representative offices of foreign traders in Vietnam

Representative office has always been a type of company formation chosen by foreign traders wishing to explore opportunities or expand their business in Vietnam due to its convenience in management and avoidance of the risks arising from local compliance procedures. However, foreign traders should carefully consider restricted activities applied to a representative office in order to avoid legal risks when operating.

I. Legal basics

Comercial Law No. 36/2005/QH11 dated 14/06/2005

Decree 07/2016/NĐ-CP dated 25/01/2016

Decree 98/2020/NĐ-CP dated 26/08/2020

II. What is a representative office of foreign investor in Vietnam?

A representative office of a foreign investor in Vietnam means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market surveys and several commercial promotion activities permitted by Vietnamese law.

III. Permitted activities of representative office

Under Vietnamese law, though the representative office is a dependent unit of its foreign trader, it only plays a supportive role in researching market trends and conducting a number of commercial promotion activities. The representative office does not have actual “business” function; therefore its permitted activities are limited, including:

- Acting as a liaison office;
- Operating for researching and marketing surveys;
- Seeking for and conducting commercial promotion activities, business partners such as entering into contracts with traders conducting commercial advertising activities; directly organizing or participating in trade fairs and exhibitions for the traders that they are representing with valid letters of authorization from foreign traders;
- Renting offices, renting and purchasing equipment and facilities necessary for their operations;
- Recruiting Vietnamese and expatriate employees to work for them; and
- Opening accounts in foreign currencies or foreign currency-based Vietnam dong at banks licensed to operate in Vietnam and to be allowed to use those accounts solely for their operations.

IV. Restricted activities of representative office

Besides conveniences in market research activity, the representative office is forbidden to engage in the following activities:

- Directly conducting profit-generating activities in Vietnam;
- Conducting sale promotions themselves or hiring other traders to conduct sale promotions in Vietnam for the traders that they are representing;
- Directly conducting commercial advertising activities; directly organizing or participating in trade fairs and exhibitions;
- Directly displaying and introducing goods and/or services of traders they are representing, apart from displaying and introducing at representative office.
- Entering into contracts, amending or supplementing contracts already entered into by foreign traders, except where chief representatives obtain valid letters of authorization from foreign traders or other cases such as Renting offices, renting and purchasing equipment and facilities necessary for their operations; Recruiting Vietnamese and expatriate employees to work for them; Opening accounts in foreign currencies for their operations;
- Issuing invoices;
- Providing after-sale-services concerning a service or product provided by foreign traders; and
- Carrying out activities as an agent between a client and foreign traders.

In light of the information above, foreign traders should be cautious when conducting activities through their representative office in Vietnam, especially avoiding letting the representative office carry out profit-generating activities. Carrying out former restricted activities may lead to revocation of the right to use Representative office Establishment license.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Setting up representative office.

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12/07/202218/07/2022

How to get Vietnam Food Safety License?

I. What is a food safety license?

A food safety license is also known as a certificates of food safety eligibility. In essence, a food safety license is a certificate issued by competent state agencies to establishments and enterprises producing and trading food products/services in order to prove the basis, that enterprise has fully met the necessary conditions for food safety and hygiene.

II. Cases exempted from food safety license

Pursuant to Article 11, 12 of Decree 15/2018/ND-CP, food manufacturer and seller must have a food safety license when operating, except for the following cases:

– Micro food manufacturers;

– Mobile food manufacturers and sellers;

– Micro food processors;

– Micro food sellers;

– Sellers of prepackaged foods;

– Manufacturers and sellers of instruments and materials for wrapping and storing food;

– Restaurants within hotels;

– Industrial kitchens not registered as a food business;

– Street food vendors;

– Any food business that has one of the following certificates: Good Manufacturing Practices (GMP), Hazard Analysis and Critical Control Point System (HACCP), Food safety management systems ISO 22000, International Food Standard (IFS), British Retail Consortium (BRC), Food Safety System Certification (FSSC 22000) or an equivalent certificate.

III. Conditions for granting a food safety license

Pursuant to clause 1, Article 34 Law on food safety 2010, an establishment shall be granted a food safety license when it fully meets the following conditions:

– Having adequate conditions for assuring food safety suitable to each type of food production and trading as prescribed in Chapter IV of this Law;

– Having registered for food production and trading as indicated in its business registration certificate.

IV. Competence to grant a food safety license

The Minister of Health, the Minister of Agriculture and Rural Development and the Minister of Industry and Trade shall specify the competence to grant food safety licenses in their assigned management domains. (Article 35 Law on food safety 2010)

V. Order of issuing food safety license

Step 1: Organizations and individuals producing and trading food shall submit an application for a food safety license to the competent state agency corresponding to the field in which they want to do business.

Step 2: Within 15 days from the date of receipt of complete and valid dossiers, competent state agencies shall physically inspect conditions for ensuring food safety at food production and trading establishments;

Step 3: The agency competent to issue a food safety license (if eligible), in case of refusal, must reply in writing and clearly state the reason.

VI. Dossier of application for a food safety license

1. An application for a certificate of food safety eligibility:
2. A copy of the business registration certificate:
3. Written explanations about the satisfaction of food safety and hygiene conditions of physical foundations, equipment and tools as prescribed by competent state management agencies:
4. Health certificates of the establishment’s owner and persons directly engaged in food production and trading, issued by a district- or higher-level health establishment:
5. Certificates of training in knowledge about food safety and hygiene of the establishment’s owner and persons directly engaged in food production and trading as prescribed by line ministers.

VII. Notes

– A food safety license is valid for 3 years.

– At least 6 months before the expiration date of food safety license, if the food producer or trader wishes to continue its/ his/her production or trading activities, it/he/she shall submit a dossier of application for the re-grant of food safety license.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HT for advice and support for Register Food Safety License.

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12/07/202218/07/2022

Overview of legal entities in Vietnam

I. Limited liability company

	Single-member limited liability company	Multiple-member limited liability company
General features	- The owner/member of the company is responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise. - The company must not issue shares except for equitization. - The company may issue bonds in accordance with Law on enterprise and relevant laws;
Number of members	An organization or an individual as an owner	There are from 02 to 50 members who are organizations and individuals
Organizational structure	- In case of an individual as an owner: + The company has a President, Director or General Director. + The owner of the company is the President of the company and can concurrently or hire another person to act as the Director or General Director. - In case the organization is the owner: Operating under one of the following two models: + The President, Director or General Director; + Board of members, Director or General Director.	The company has a Board of Members, President of the Board of Members, Director or General Director.

II. Partnerships

* Number of members:

There are least 02 partners (individuals) that are joint owners of the company and do business under the same name. ((hereinafter referred to as “general partner”). There can be limited partners (individuals or organizations) in addition to general partners.

* Limited liability of company members:

– The general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets.

– The limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.

* Organizational structure

The Board of Members consists of all members and shall elect a partner as the President of the Board of Members, who may concurrently hold the position of Director or General Director of the partnership unless otherwise prescribed by the charter.

* Notes:

A partnership must not issue any kind of securities.

III. Joint Stock company

* Number of members:

Shareholders can be organizations and individuals.

* Limited liability of shareholders:

Normally, a joint stock company may choose one of the following models:

– General Meeting of Shareholders, Board of Directors, Board of Controllers and Director/General Director. If the joint stock company has fewer than 11 shareholders and the shareholders that are organizations hold less than 50% of the company’s total shares, a Board of Controllers is not mandatory;

– General Meeting of Shareholders, Board of Directors and Director/General Director. In this case, at least 20% of the members of the Board of Directors shall be independent members and there has to be an audit committee affiliated to the Board of Directors.

* Notes:

– A joint stock company may issue shares, bonds and other kinds of securities.

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29/06/202218/07/2022

List of Industrial Park in Vietnam

I. Industrial park in the North of Vietnam

HANOI	VINH PHUC	BAC NINH	HAI PHONG
1. Thang Long Industrial Park 2. Quang Minh I Industrial Park 3. Quang Minh II Industrial Park 4. Noi Bai Industrial Zone 5. Thach That – Quoc Oai IP 6. Hoa Lac Hi-tech Park 7. Ha Noi – Dai Tu Industrial Park 8. Ha Noi Southern Supporting Industrial Park (HANSSIP) 9. Sai Dong B Industrial Park 10. Bac Thuong Tin Industrial Park 11. Phung Hiep Industrial Park 12. Phu Nghia Industrial Park 13. Tu Liem Hi-Biotechnology Park	1. Thang Long III Industrial Park 2. Ba Thien 2 Industrial Park 3. Binh Xuyen Industrial Park 4. Binh Xuyen II Industrial Park 5. Khai Quang Industrial Park 6. Kim Hoa Industrial Park 7. Tam Duong Industrial Park 8. Tam Duong II Industrial Park 9. Phuc Yen Industrial Park 10. Lap Thach I Industrial Park 11. Song Lo Industrial Park 12. Son Loi Industrial Park 13. Chan Hung Industrial Park	1. VSIP Bac Ninh Industrial Park 2. Dai Dong – Hoan Son Industrial Park 3. Que Vo Industrial Park 4. Que Vo 3 Industrial Park 5. Yen Phong Industrial Park 6. Yen Phong II Industrial Park 7. Que Vo II Industrial Park 8. Tien Son Industrial Park 9. Nam Son – Hap Linh Industrial Park 10. Thuan Thanh Industrial Park 11. Thuan Thanh II Industrial Park 12. Thuan Thanh III Industrial Park 13. Dai Kim Industrial Park 14. Hanaka Industrial Park 15. Gia Binh Industrial Park 16. VSIP II Industrial Park	1. Deep C Industrial Zones 2. Nomura Hai Phong Industrial Park 3. VSIP Hai Phong Industrial Park 4. Trang Due Industrial Park 5. Nam Cau Kien Industrial Park 6. Do Son – Hai Phong Industrial Park 7. An Duong Industrial Park 8. Nam Dinh Vu Industrial Park 9. Vinashin – Shinec (SIP) Industrial Park 10. Trang Cat Industrial Park
HAI DUONG	HA NAM	QUANG NINH	HUNG YEN
1. Phuc Dien Industrial Park 2. Tan Truong Industrial Park 3. Dai An Industrial Park 4. Nam Sach Industrial Park 5. VSIP Hai Duong Industrial Park 6. Cong Hoa – Chi Linh Industrial Park 7. Lai Vu Industrial Park 8. Kim Thanh Industrial Park 9. Phu Thai Industrial Park	1. Dong Van I Industrial Park 2. Dong Van II Industrial Park 3. Dong Van III Industrial Park 4. Dong Van IV Industrial Park 5. Hoa Mac Industrial Park 6. Chau Son Industrial Park 7. Hoang Dong Industrial Park	1. Hoang Bo Industrial Park 2. Cai Lan Industrial Park 3. Dong Mai Industrial Park 4. Hai Yen Industrial Park 5. AMATA city Ha Long (Song Khoai Industrial Park) 6. Viet Hung Industrial Park 7. Hai Ha Industrial Park (Texhong Hai Ha Industrial Park) 8. Hoanh Bo Industrial Park	1. Pho Noi A Industrial Park 2. Pho Noi B Industrial Park 3. Thang Long Industrial Park II 4. Yen My II Industrial Park 5. Nhu Quynh A Industrial Park 6. Nhu Quynh B Industrial Park 7. Minh Duc Industrial Park 8. Ecoland Industrial Park
THAI BINH	YEN BAI	THAI NGUYEN	HOA BINH
1. Tien Hai Industrial Park 2. Phuc Khanh Industrial Park 3. Nguyen Duc Canh Industrial Park 4. Song Tra Industrial Park 5. Gia Le Industrial Park 6. Cau Nghin Industrial Park	1. South Yen Bai Province Industrial Park 2. Mong Son Industrial Park 3. Au Lac Industrial Park 4. Bac Van Industrial Park 5. Minh Quan Industrial Park	1. South Yen Bai Province Industrial Park 2. Mong Son Industrial Park 3. Au Lac Industrial Park 4. Bac Van Industrial Park 5. Minh Quan Industrial Park	1. Luong Son Industrial Park 2. Bo Trai Song Da Industrial Park 3. Yen Quang Industrial Park 4. Mong Hoa Industrial Park 5. Lac Thinh Industrial Park
BAC GIANG	PHU THO	THANH HOA	LANG SON
1. Dinh Tram Industrial Park 2. Quang Chau Industrial Park 3. Song Khe – Noi Hoang Industrial Park 4. Van Trung Industrial Park 5. Viet Han Industrial Park	1. Phu Ha Industrial Park 2. Cam Khe Industrial Park 3. Trung Ha Industrial Park 4. Thuy Van Industrial Park	1. Tay Bac Ga Industrial Park 2. Nghi Son Economic Zone 3. Le Mon Industrial Park	1. Dong Banh Industrial Park 2. Na Duong Industrial Park
NINH BINH	NAM DINH	TUYEN QUANG	HA GIANG
1. Tam Diep Industrial Park	1. Hao Xa Industrial Park 2. Bao Minh Industrial Park	1. Long Binh An Industrial Park	1. Binh Vang Industrial Park
SON LA
Mai Son Industrial Park

II. Industrial park in the Center of Vietnam

NGHE AN	THUA THIEN HUE	QUANG NAM	DA NANG
1. Hoang Mai I Industrial Park 2. Hoang Mai II Industrial Park 3. Nam Cam Industrial Park 4. Bac Vinh Industrial Park 5. Nghia Dan Industrial Park 6. Tho Loc Industrial Park 7. WHA Industrial Zone – Nghe An 8. VSIP Nghe An Industrial Park	1. Phong Dien Industrial Park 2. Phu Bai Industrial Park 3. Tu Ha Industrial Park 4. Phu Da Industrial Park 5. Quang Vinh Industrial Park 6. La Son Industrial Park	1. Dien Nam – Dien Ngoc Industrial Park 2. Thuan Yen Industrial Park 3. Dong Que Son Industrial Park 4. Tay An Industrial Park 5. Bac Chu Lai Industrial Park 6. Tam Anh Industrial Park 7. Tam Thang Industrial Park 8. Tam Hiep Industrial Park 9. Phu Xuan Industrial Park	1. Expanded Hoa Khanh Industrial Zone 2. Lien Chieu Industrial Zone 3. Hoa Khanh Industrial Zone 4. Da Nang Seafood Services Industrial Zone 5. Hoa Cam Industrial Zone 6. The Danang Hi-tech Park 7. Long Hau Hi-tech Factory
QUANG NGAI	QUANG BINH	BINH DINH	PHU YEN
1. Pho Phong Industrial Park 2. Quang Phu Industrial Park 3. Tinh Thong Industrial Park 4. Dung Quat Economic Zone 5. Sai Gon – Dung Quat Industrial Park 6. VSIP Quang Ngai Industrial Park	1. Tay Bac Dong Hoi Industrial Park 2. Cang Bien Hon La Industrial Park 3. Hon La II Industrial Park 4. Bang Industrial Park 5. Cam Lien Industrial Park	1. Phu Tai Industrial Park 2. Long My Industrial Park 3. Nhon Hoa Industrial Park 4. Nhon Hoi Industrial Park 5. Hoa Hoi Industrial Park	1. Hoa Hiep 1 Industrial Park 2. An Phu Industrial Park 3. Dong Bac Song Cau I Industrial Park 4. Dong Bac Song Cau II Industrial Park
QUANG TRI	HA TINH	KHANH HOA
1. Quan Ngang Industrial Park 2. Nam Dong Ha Industrial Park	1. Ha Vang Industrial Park 2. Gia Lach Industrial Park	1. Suoi Dau Industrial Park 2. Ninh Thuy Industrial Park

III. Industrial park in the South of Vietnam

HO CHI MINH	BINH DUONG	DONG NAI	LONG AN
1. Tay Bac Cu Chi Industrial Park 2. Ho Chi Minh City’s Automotive – Mechanical Industrial Park 3. Dong Nam Industrial Park 4. Tan Phu Trung Industrial Park 5. Tan Thoi Hiep Industrial Park 6. Quang Trung Software City 7. Vinh Loc Industrial Park 8. Tan Binh Industrial Park 9. Linh Trung 1 Export Processing Zone 10. Linh Trung 2 Export Processing Zone 11. Binh Chieu Industrial Park 12. Saigon Hi-tech Park 13. Cat Lai 2 Industrial Park 14. Tan Thuan Industrial Park 15. Hiep Phuoc Industrial Park 16. Unika Vie-Pan Rental 17. Phong Phu Industrial Park 18. Tan Tao Industrial Park 19. Le Minh Xuan Industrial Park 20. Anh Ha Industrial Park 21. Xuan Thoi Thuong Industrial Park	1. Bau Bang Industrial Park 2. Rach Bap An Dien Industrial Park 3. Protrade International Tech Park 4. My Phuoc 1 Industrial Park 5. My Phuoc 2 Industrial Park 6. My Phuoc 3 Industrial Park 7. My Phuoc 4 Industrial Park 8. Dong An Industrial Park 9. Dong An 2 Industrial Park 10. Kim Huy Industrial Park 11. Mapletree Industrial Park 12. Phu Gia Industrial Park 13. Dat Cuoc Industrial Park 14. Nam Tan Uyen Industrial Park 15. Song Than 1 Industrial Park 16. Song Than 2 Industrial Park 17. Song Than 3 Industrial Park 18. Dai Dang (De Den) Industrial Park 19. Viet Hung 1 Industrial Park 20.VSIP 1 Industrial Park 21. VSIP 2A INDUSTRIAL PARK 22. VSIP 2B Industrial Park 23. Tan Dong Hiep Industrial Park 24. Tan Dong Hiep A Industrial Park 25. Tan Dong Hiep B Industrial Park 26. Viet Huong 1 Industrial Park 27. Viet Huong 2 Industrial Park 28. Binh An Textile and Garment Industrial Park 29. Mai Trung Industrial Park 30. Binh Duong Industrial Park 31. Vinh Tan – Tam Binh Industrial Park 32. Thoi Hoa Industrial Park	1. Thanh Phu Industrial Park 2. Bien Hoa 1 Industrial Park 3. Bien Hoa 2 Industrial Park 4. Amata City Bien Hoa Industrial Park 5. Loteco Industrial Park 6. Song May Industrial Park 7. Ho Nai Industrial Park 8. Bau Xeo Industrial Park 9. Giang Dien Industrial Park 10. Tam Phuoc Industrial Park 11. Long Thanh Industrial Park 12. An Phuoc Industrial Park 13. Long Duc Industrial Park 14. Loc An – Binh Son Industrial Park 15. Nhon Trach 1 Industrial Park 16. Nhon Trach 2 Industrial Park 17. Boustead Industrial Park 18. Nhon Trach 3 (Phase 1) Industrial Park 19. Nhon Trach 3 (Phase 2) Industrial Park 20. Nhon Trach 5 Industrial Park 21. Nhon Trach 6 Industrial Park 22. Go Dau Industrial Park 23. Ong Keo Industrial Park 24. Nhon Trach Textile Industrial Park 25. Dinh Quan Industrial Park 26. Long Khanh Industrial Park 27. Loc Khang Industrial Park (Nhon Trach 2 – Loc Khanh Industrial Park) 28. Nhon Trach 2 – Nhon Phu Industrial Park 29. Tan Phu Industrial Park 30. Xuan Loc Industrial Park 31. Agtex Long Binh Industrial Park 32. Dau Giay Industrial Park 33. Suoi Tre Industrial Park 34. Amata City Long Thanh Industrial Park 35. Phuoc Binh Industrial Park 36. GT-Industrial Rental Factories Campus	1. Duc Hoa 1 Industrial Park 2. Duc Hoa 3 Industrial Park 3. Xuyen A Industrial Park 4. Tan Duc Industrial Park 5. Phu An Thanh Industrial Park 6. Vinh Loc 2 Industrial Park 7. Thuan Dao Industrial Park 8. Nhut Chanh Industrial Park 9. Hoa Binh Industrial Park 10. Phuc Long Industrial Park 11. Cau Tram Industrial Park 12. KIZUNA 1&2&3 Rental Service Factory 13. Tan Kim Industrial Park 14. Long Hau Industrial Park 15. Long Hau 3 Industrial Park 16. Cau Cang Phuoc Dong Industrial Park 17. Thanh Duc Industrial Park
TAY NINH	BINH PHUOC	BA RIA - VUNG TAU	CAN THO
1. Phuoc Dong – Boi Loi Industrial Park 2. Linh Trung 3 Industrial Park 3. Thanh Thanh Cong Industrial Park 4. Trang Bang Industrial Park 5. Tram Vang Industrial Park 6. Hiep Thanh Industrial Park 7. Cha La Industrial Park 8. Bourbon An Hoa – TransAsia Industrial Garden 9. Linh Trung 3 Export Processing Zone (Linh Trung EPZ) 10. Phuoc Dong Industrial Park	1. Minh Hung – Han Quoc Industrial Park 2. Minh Hung III Industrial Park 3. Bac Dong Phu Industrial Park 4. Nam Dong Phu Industrial Park 5. Dong Xoai I Industrial Park 6. Dong Xoai II Industrial Park 7. Dong Xoai III Industrial Park 8. Chon Thanh I Industrial Park 9. Chon Thanh II Industrial Park 10. Becamex Binh Phuoc Industrial Park 11. International Hoa Lu Border Gate	1. My Xuan B1 Industrial Park 2. My Xuan Tien Hung Industrial Park 3. My Xuan Dai Duong Industrial Park 4. My Xuan A1 Industrial Park 5. My Xuan A2 Industrial Park 6. Phu My 1 Industrial Park 7. Phu My 2 Industrial Park 8. Phu My 3 Specialized Industrial Park 9. Cai Mep Industrial Park 10. Chau Duc Industrial Park 11. Dong Xuyen Industrial Park 12. Long Son Industrial Park 13. Dat Do Industrial Park	1. Tra Noc I Industrial Park 2. Tra Noc II Industrial Park 3. Hung Phu I Industrial Park 4. Hung Phu II Industrial Park 5. Thot Not I Industrial Park 6. O Mon Industrial Park 7. Can Tho High-tech Park
VINH LONG	KIEN GIANG	DONG THAP	TIEN GIANG
1. Binh Minh Industrial Park 2. Hoa Phu Industrial Park 3. Dong Binh Industrial Park 4. An Dinh Industrial Park 5. Binh Tan Industrial Park	1. Thanh Loc Industrial Park 2. Xeo Ro Industrial Park 3. Tac Cau Industrial Park 4. Kien Luong I Industrial Park	1. Sa Dec Province Industrial Park 2. Tran Quoc Toan Industrial Park 3. Song Hau Industrial Park 4. Ba Sao Industrial Park 5. Tan Kieu Industrial Park	1. My Tho Industrial Park 2. Tan Huong Industrial Park 3. Long Giang Industrial Park 4. Soai Rap Petroleum Services Industrial Park
AN GIANG	BEN TRE	SOC TRANG	TRA VINH
1. Binh Hoa Industrial Park 2. Binh Long Industrial Park 3. Vam Cong Industrial Park	1. Giao Long Industrial Park 2. An Hiep Industrial Park 3. Phu Thuan Industrial Park	1. An Nghiep Industrial Park 2. Tran De Industrial Park 3. Dai Ngai Industrial Park	1. Cau Quan Industrial Park 2. Long Duc Industrial Park 3. Co Chien Industrial Park
BAC LIEU	HAU GIANG	CA MAU
1. Tra Kha Industrial Park 2. Lang Tram Industrial Park	1. Song Hau (Phase 1) Industrial Park 2. Tan Phu Thanh Industrial Park	1. Hoa Trung Industrial Park 2. Khanh An Industrial Park

If you need a consultation regarding to invest in Vietnam, don’t hesitate to contact HT.

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- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

28/06/202218/07/2022

How to register a company in Vietnam 2022: A step by step guide

1. Why choosing Vietnam to set up a business?

2022 is a year marking the recovery and development of Vietnam’s economy, the rapid development from large investment sources from abroad in various fields such as tourism, real estate, manufacturing, etc. post-covid import.

The Vietnamese government has issued many preferential and supportive policies for foreign businesses, so the establishment of businesses, branches and representative offices to expand the market and seek profits is an effective method.

2. General Conditions:

According to the provisions of the Investment Law 2020, foreigners are allowed to establish companies in Vietnam.

However, before establishing a company, foreign investors must meet the conditions on the percentage of charter capital, market access conditions, and industry conditions, along with investment projects and carry out investment registration procedures.

3. Types of enterprises that foreigners can establish:

Limited liability company
Joint Stock Company
Partnerships
Representative office
Branch

4. Procedures for registration of business establishment

Step 1: Carry out procedures for issuance of investment registration certificates, unless the procedures for approval of investment policies are not carried out by the People’s Committee, the Prime Minister, or the National Assembly.

Step 2: Carry out the procedures for granting an enterprise registration certificate

Depending on the type of business that the investor wants to establish, the investor needs to prepare different documents for each type.

Foreign investors can refer to more articles about each type of business on HTLaw’s website to know more details.

Step 3: Submit the initial tax return.

Step 4: Engrave company seal and sign.

Step 5: Buy digital signatures, electronic invoices.

Step 6: Open a bank account, contribute capital.

20/06/202219/07/2022

Setting up an international travel business in Vietnam

Setting up a travel business in Vietnam - HT law

After the Covid-19 epidemic, the tourism industry is transforming again with many new steps, the number of tourists is increasing sharply. Since then, there has been an increasing demand for establishment of international travel business, especially foreign-invested enterprises.

Receiving questions about the establishment conditions as well as related issues, HT Law would like to introduce an article about establishing a foreign-invested international travel business.

Legal grounds:

The WTO’s Commitment Schedule on Trade in Services;
The Investment Law 2020, was promulgated by the National Assembly on June 17, 2020.
On June 17, 2020, the National Assembly passed Enterprise Law 2020.
The Tourism Law 2017, promulgated by the National Assembly on June 19, 2017,
On October 28, 2021, the government issued a statement.

I. Form of international travel business for foreign-invested enterprises

According to the WTO Commitment Schedule on trade in services, for travel services, foreigners are allowed to trade in international travel services in Vietnam in the form of capital contributions with Vietnamese partners, not to set up a company with 100% foreign investment capital.

II. Scope of operation for foreign-invested international travel business

According to the provisions of Clause 4, Article 30 of the Law on Tourism 2017, the provisions: “Foreign-invested enterprises may only provide travel services for international tourists to Vietnam, except in the case of an international treaty to which the Socialist Republic of Vietnam is a contracting party has other rule”. Thus, foreign-invested enterprises operating in Vietnam are only allowed to operate international travel services to serve international visitors to Vietnam and are not allowed to serve Vietnamese tourists abroad or serve tourism between non-Vietnamese countries.

III. Operating conditions for foreign-invested international travel business

According to Clause 1, Article 31 of the Tourism Law 2017, foreign-invested enterprises wishing to do business in the travel industry must meet the following conditions:

1. As a suspected enterprise that is subject to the provisions of the law on the enterprise, it is also understood that the enterprise must have a license to operate in travel services.
2. Deposit VND 50,000,000 for international travel service business at the bank.
3. The person in charge of the travel services business must graduate from a college or higher majoring in travel; in the case of graduating from a college or higher in another major, he/she must have a certificate of international tourism operation.

IV. Setting up an international travel business

Step 1: Complete the procedures for issuing investment registration certificates.

Step 2: Carry out procedures for the issuance of business registration certificates.

Step 3: Engrave seal, open bank account, contribute capital

Step 4: Carry out the procedures for granting a travel service business license.

Pursuant to Clause 2, Article 38 of the Tourism Law 2017 referring to Article 32 of the Tourism Law 2017, the application for issuance of a license for travel services includes:

1. The application for an business license for domestic business according to the form prescribed by the Minister of Culture, Sports and Tourism;
2. Certified copy of Certificate of Business Registration;
3. Certificate of deposit for travel service business;
4. A certified copy of the appointment decision or the labor contract between the tour operator and the person in charge of the travel service business;
5. A certified true copy of the diploma or certificate of the person in charge of the travel service business specified at Point c, Clause 1, Article 31 of the Law on Tourism.

– Note:

1. Number of dossiers: 1 set

2. Within 10 days from the day on which the valid application is received, the specialized tourism agency of the province shall appraise and grant the license to provide domestic travel services to the enterprise; In case of refusal, it must be notified in writing and clearly state the reasons therefor.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Setting up a international travel business in Vietnam.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

15/06/202218/07/2022

Import and export of petroleum in Vietnam

HTLaw - Import and export petroleum in Vietnam

Petroleum is a particularly important business object, affecting the national economy and politics. Therefore, import and export of petroleum is regulated by Vietnamese law as a conditional business line and limited to investment subjects. Below, HTLaw will summarize some regulations on petroleum import and export industry in Vietnam.

A. For foreign-invested economic organizations:

Schedule of WTO commitments:

Foreign investors are not allowed to exercise distribution rights to crude oil and processed oil.

Law of Vietnam:

Circular 34/2013/TT-BCT dated December 24, 2013

Foreign-invested economic organizations may not exercise export rights to petroleum and oils obtained from bituminous minerals, in raw form; crude oil; condensate, and others. In case a foreign investor is a petroleum contractor according to the provisions of the Petroleum Law, he is entitled to export the oil and gas part under his/her ownership.

Foreign-invested economic organizations may not exercise the right to import oil derived from petroleum and oils obtained from bituminous minerals, except crude oil; preparations not elsewhere specified or included, containing by weight 70% or more of petroleum oils or of oils obtained from bituminous minerals, the basis of which such preparations; waste oil.

Foreign-invested economic organizations may not exercise distribution rights to crude oil and processed oil, including petroleum and oils obtained from bituminous minerals, in raw form; petroleum oils and oils obtained from bituminous minerals.

Foreign-invested economic organizations may produce petrol and oil with conditions consistent with the approved planning.

B. For Vietnamese investors

I. Conditions for petroleum import and export

1. Enterprises established in accordance with the law

2. Having a dedicated wharf located in the international port system of Vietnam, ensuring the reception of petroleum tankers or other means of petroleum transport with a tonnage of at least seven thousand tons (7,000 tons), belonging to the State’s ownership. owned or co-owned or leased for five (05) years or more.

3. Have a warehouse to receive imported petrol and oil with a minimum capacity of fifteen thousand cubic meters (15,000 m3) to directly receive petroleum from petrol tankers and other specialized petrol and oil transport vehicles, owned by the enterprise or jointly owned or leased by a trader providing petroleum services for five (05) years or more.

4. Having a vehicle for domestic petroleum transportation owned by an enterprise or jointly owned or leased by a trader providing petroleum services for five (05) years or more.

5. Having a petroleum distribution system: At least ten (10) retail stores owned or owned and co-owned by the business, at least forty (40) general agents or retailers of gasoline oil under the distribution system of traders.

6. Traders engaged in the export and import of jet fuel are not required to have a distribution system specified in Clause 5 of this Article but must have a vehicle for refueling and refueling of jet fuel owned or co-owned by the trader.

II. Competence, dossiers, and order of granting petrol and oil import and export business licenses

1. Authority to grant new, supplement, amend and re-grant

Ministry of Industry and Trade

2. Dossier of application for a license to trade in petrol and oil import and export

For the new issues, the dossier includes:

a) An application form for a license to import and export petrol and oil, made according to Form No. 1 in the Appendix to this Decree;

b) Copy Certificate of business registration;

c) A list of material and technical facilities in service of petrol and oil trading as prescribed in Clauses 2, 3, and 4, Article 7 of this Decree, enclosed with supporting documents;

d) List of petrol and oil retail stores owned or owned and co-owned, a list of general agents and agents in the trader’s petroleum distribution system according to the above conditions, enclosed with supporting documents.

3. Procedures for granting a petrol and oil import and export business license

a) The trader sends one (01) dossier to the Ministry of Industry and Trade.

b) In case there are not enough valid dossiers, within seven (07) working days from the date of receiving the trader’s dossier, the Ministry of Industry and Trade shall make a written request to the trader to supplement.

c) Within thirty (30) working days from the date of receipt of a valid application, the Ministry of Industry and Trade is responsible for reviewing, appraising, and granting a petrol and oil import and export business license according to Form No. 2 in the Appendix attached to this Decree for the traders. In case of refusal to grant a license, the Ministry of Industry and Trade must reply in writing and clearly state the reasons therefor.

III. Duration

The petrol and oil import and export business license is valid for five (05) years from the date of renewal.

IV. Fees

According to the regulations of the Ministry of Finance.

V. Revoking the license to export and import petrol and oil

Authority to withdraw: Ministry of Industry and Trade

Cases:

– Traders do not continue to conduct import and export business of petrol and oil for a period of one (01) quarter or more;

– The trader goes bankrupt according to the provisions of law;

– The trader does not fully satisfy the conditions for export and import business as prescribed in Article 7 of this Decree;

– The trader fails to store petrol and oil according to the provisions of Article 31 of this Decree;

– Traders commit repeated violations or re-violations of regulations on quality assurance of petrol and oil circulating on the market in this Decree and other cases as prescribed by law.

VI. Import and Export Limits

(Article 12 Circular 38/2014/TT-BCT)

1. Registration dossier is one (01) set, including:

a) A written request clearly stating the registered quantity and type of petrol and oil to be assigned the minimum import limit.

b) Report on the import of petrol and oil of the unit in the year.

2. Traders engaged in petroleum import and export business shall send one (01) set of registration dossiers for registration of the minimum import limit of petrol and oil of the “next year” to the Ministry of Industry and Trade before November 15 of the current year.

3. Within thirty (30) working days from the date of receipt of registration dossiers of petrol and oil importers and exporters, the Ministry of Industry and Trade shall assign the minimum limit on petroleum import to enterprises. industry, by type of petroleum.

4. In case the trader does not assign the minimum import limit of petrol and oil to the trader, the Ministry of Industry and Trade shall reply in writing and clearly state the reason.

5. In case there is a need to adjust the minimum import limit of petrol and oil, the trader shall send a written request for an adjustment to the Ministry of Industry and Trade before September 30 every year.

VII. Note

– Only domestic petrol and oil storage facilities and means of transport may be rented from traders providing petroleum services. It is not allowed to rent warehouses and means of domestic petroleum transportation from other key traders.

– Comply with the provisions of the law on “fire prevention, fighting and environmental protection” during business operations.

– Only transshipment, oil, and gas on board at the positions prescribed by the Ministry of Transport of the People’s Committee of the province or city directly under the Central Government; transshipment, to the side of fuel from large ships or other means of transport that Vietnamese ports cannot directly receive as prescribed by port authorities.

– Jointly take responsibility for violations committed by general agents, agents, and traders who receive the right to retail petrol and oil under their distribution system in petrol and oil trading activities in accordance with the law.

– Uniformly apply the retail price of petrol and oil throughout its distribution system, except for the case of selling petrol to a “distributor” of petrol.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Business license for export and import of petrol and oil services.

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31/05/202218/07/2022

Establishing a household business trading e-cigarettes in Vietnam

How can individuals or household members who are Vietnamese citizens do business in e-cigarettes without having to set up an enterprise?

HT can assist you in setting up a household business and applying for relevant permits to conduct e-cigarette business activities in accordance with the law.

1. Some points to note

* According to the provisions of Clause 2, Article 3 of Decree No. 67/2013/ND-CP: “Tobacco is a product that is manufactured wholly or partially from tobacco ingredients, and processed in the form of cigarettes, cigars, tobacco fibers used for smoking pipes and other forms of products used for smoking, chewing and smelling.”

-> E-cigarettes are considered tobacco products.

* Purchase and sale of tobacco products including distribution, wholesale, and retail. In which, a household business is only allowed to retail tobacco products.

*Trading tobacco products is a conditional business line. Therefore, in addition to the household business registration certificate, the household business must also make an application for a tobacco retail license.

2. Apply for a Business Household Registration Certificate

No.	Content	Details
1	Authority to grant	(District-level business registration authority Finance - The Finance – Planning Department affiliated to the district-level People’s Committee) where the business household is located
2	Dossiers	1. Application for household business registration 2. Identity Card/ Citizen Identity Card for the owner of a business household 3. Identity Card /Citizen Identity Card of household members registered for business (in case the household business is established by family household members) 4. Minutes of meeting of household members on the establishment of a business household (in case the household business is established by family household members) 5. A written authorization from a household member for one member to be the head of the household business (in case the household business is established by family household members) 6. Location rental contract and Certificate of land use right of the rented location
3	Settlement time	03 working days from the date of receipt of valid application.

3. Apply for a Tobacco Retail License

No.	Content	Details
1	Conditions	1. Traders established in accordance with the law. 2. The business location does not violate the regulations on places not to sell cigarettes as prescribed in Clause 2, Article 25 of the Law on Prevention and Control of Tobacco Harms 2012: Smoking is not allowed outside the gates of kindergartens, kindergartens, primary schools, junior high schools, high schools, medical research institutes, hospitals, maternity homes, preventive health centers, stations commune, ward or township health care center within 100 meters (m) of the nearest campus boundary of that facility. 3. There is a written introduction from the distributor or wholesaler of tobacco products, clearly stating the proposed business area.
2	Authority	Industry and Trade Chamber or Economy Department (a specialized agency affiliated to the People's Committee of a district, town or provincial city)
3	Dossiers	1. An application form for a license to retail tobacco products 2. Business household registration certificate 3. Tax code registration certificate 4. Letter of introduction of the distributor or wholesaler of tobacco products, clearly stating the proposed business area
4	Settlement time	15 working days from the date of receipt of complete and valid documents
5	Term of the license	5 years. In case of continuing business, traders trading in tobacco products shall submit the application for re-issuance of the license 30 days before the expiration of the license.
6	Rights and obligations of retail traders	- To purchase tobacco products from tobacco product distributors or tobacco product wholesalers for sale at licensed locations.

To save time learning about the law, filling out forms, and submitting documents, you can contact HT for consultation and legal services related to Establishing a business household trading E-cigarette.

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11/05/202225/07/2022

How to set up a branch in Vietnam?

I. What is a branch of a foreign investor in Vietnam?

A branch of a foreign investor in Vietnam means a dependent unit of the foreign investor, which is established and conducts commercial activities in Vietnam under the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.

II. Requirements for grant of Licenses for establishment of branches

Foreign businesses shall be granted Licenses for establishment of branches if they satisfy the following requirements:

1. The foreign investor is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign investor has come into operation for at least 05 year from the date of establishment or registration;
3. The Certificate of Business registration or equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the branch is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory shall be consistent with lines of business of the foreign investor;
5. Where the businesses of the branch is inconsistent with Vietnam’s Commitments or the foreign investor is not located in one of countries or territories being parties to treaties to which Vietnam is a signatory, the branch can be established only if they obtain a prior consent of the relevant Minister for establishment of the branch.

III. The power to grant of Licenses for establishment of branches

The Ministry of Industry and Trade

IV. Order of granting branches establishment license

Step 1: Submit your application in person or by post to the Ministry of Industry and Trade

Step 2: The licensing agency shall examine such application and request the applicant to complete their application from the date of receipt of the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of such application.

Step 3: The licensing agency shall send the applicant a written notification of whether the license or establishment of the branch is granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejection shall be specified.

Note:

Where the scope of operation of the branch is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory or the establishment of branches that have not been prescribed by specialized legislative documents, the licensing agency shall submit a written request for directions to the relevant Ministry before deciding to grant or not grant a branch establishment license to a foreign investor.

V. Dossiers

1. An application form for license for establishment of the branch
2. Copies of the Certificate of Business Registration or equivalent documents of the foreign investor
3. A letter of appointment of the head of the branch
4. Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign investor issued or certified by competent authorities where such foreign investor is established
5. Copies of the branch charter
6. Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch
7. Documents on the expected location of the branch including:

– Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the branch

– Copies of the document on the proposed location of the head office meeting the provisions of Vietnamese law on security, order, and occupational safety and health conditions.

Note:

– Copies of the Certificate of Business Registration or equivalent documents of the foreign investor shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam, translated into Vietnamese and certified true in accordance with laws of Vietnam.

– Documents No. 3, 4, 5, 6 (for the case where the passport copy of the head of the branch is a foreigner) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.

VI. Settlement time

– Normal cases: 7 working days from the date of receipt of complete and valid dossiers.

– Special cases: 13 working days from the date of receiving complete and valid dossiers

VII. Fees

3.000.000 VND

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Branch establishment for foreign investor.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

11/05/202225/07/2022

Set up representative offices for foreign investors in Vietnam

I. What is a representative office of a foreign investor in Vietnam?

A representative office of a foreign investor in Vietnam means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.

II. Requirements for grant of Licenses for establishment of representative offices

Foreign businesses shall be granted Licenses for establishment of offices if they satisfy the following requirements:

1. The foreign investor is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign investor has come into operation for at least 01 year from the date of establishment or registration;
3. The Certificate of Business registration or equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the representative office is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory;
5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

III. The power to grant of Licenses for establishment of representative offices

1. The Department of Industry and Trade of the province where the representative office is expected to be located outside industrial parks, export-processing zones, economic zones or hi-tech zones.
2. Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards) where the representative office is expected to be located in industrial parks, export-processing zones, economic zones or hi-tech zones.

IV. Order of granting representative offices establishment license

Step 1: Submit your application in person or by post to the licensing agency

Step 3: The licensing agency shall send the applicant a written notification of whether the license or establishment of the representative offices is granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

Note: Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory or the establishment of representative offices that has not prescribed by specialized legislative documents, the licensing agency shall submit a written request for directions to the relevant Ministry before deciding to grant or not grant a representative office establishment license to a foreign investor.

V. Dossiers

1. An application form for license for establishment of the representative office
2. Copies of the Certificate of Business Registration or equivalent documents of the foreign trader
3. A letter of appointment of the head of the representative office
4. Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign investor issued or certified by competent authorities where such foreign trader is established
5. Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office
6. Documents on the expected location of the representative office including:

– Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the office representative

– Copies of the document on the proposed location of the head office meeting the provisions of Vietnamese law on security, order, and occupational safety and health conditions.

Note:

– Copies of the Certificate of Business Registration or equivalent documents of the foreign trader shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam, translated into Vietnamese and certified true in accordance with laws of Vietnam.

– Documents No. 3, 4, 5 (for the case where the passport copy of the head of the representative office is a foreigner) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.

VI. Settlement time

– Normal cases: 7 working days from the date of receipt of complete and valid dossiers.

– Special cases: 13 working days from the date of receiving complete and valid dossiers

VII. Fees

3.000.000 VND

If you wonder about setting up a company, representative office, or branch, you can contact us to for a consultation.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Presentative office establishment for foreign investor .

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- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

06/05/202208/09/2022

Vietnam enterprise dissolution procedure

I. Enterprise dissolution procedure

Step 1: Approving the decision to dissolve the enterprise

An enterprise dissolution decision must contain the following principal details:

- Name and address of the head office of the enterprise;
- Reason for dissolution;
- Time limit and procedures for contract liquidation and payment of debts of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision;
- The plan to handle obligations arising from the labor contract;
- Full name and signature of the legal representative of the enterprise.

Step 2: Liquidate the assets of the business

The owner of a private enterprise, the Members’ Council or the company owner, or the Board of Directors shall directly organize the liquidation of the enterprise’s assets, unless the company’s charter provides for the establishment of a separate liquidation organization.

Step 3: Submit the notice of dissolution of the enterprise

- Send to the Department of Planning and Investment: carry out procedures for Announcement of dissolution of the enterprise;
- Send it to the customs office for customs clearance procedures;
- Send it to the insurance agency to complete the procedures for closing the insurance obligation and closing the insurance book;
- Send to Tax Authority: Complete procedures for closing the tax code;
- Send to employees in the enterprise to ensure workers’ interests;
- Send the decision on dissolution of the debt settlement plan to creditors, people with related interests and obligations. The notice must contain the name and address of the creditor; debt amount, term, location and method of payment of such debt; method and time limit for settling the creditor’s complaint.
- Must be publicly posted at the head office, branch or representative office of the enterprise.

Time limit for sending decision: 07 days from the date the company issues the decision to dissolve the enterprise.

The business registration agency must announce the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal immediately after receiving the dissolution decision of the enterprise. Enclosed with the notice must be posted the dissolution decision and debt settlement plan (if any).

The customs authority is responsible for confirming the customs obligations of the enterprise;

The tax authority, based on the enterprise’s tax finalization file, issues a tax inspection record and transmits the data to the Department of Planning and Investment for the enterprise to continue to carry out the procedures for tax identification and dissolution of the enterprise.

Step 4: Disclosure of information on the dissolution of the enterprise

Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the enterprise’s head office, branches and representative offices.

Dossier disclosure of information on enterprise dissolution

- Notice of dissolution;
- Decision on dissolution of the company owner for a single-member limited liability company;
- Decision and valid copy of meeting minutes of the Members’ Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, of general partners for partnership on the dissolution of the enterprise.

Time limit for application submission: Within 07 working days from the date of approval of dissolution decision.

Time limit for processing application for the announcement of dissolution decision: 03 working days from the date the application is received on the national information system on business registration.

Implementing agency: Business registration office – Department of Planning and Investment.

Step 5: Confirm customs obligations at the customs office

After the enterprise publishes the dissolution decision on the National Enterprise Registration Portal and must be posted publicly at the enterprise’s head office, branch or representative office, the enterprise shall send an official dispatch to the General Department of Customs for confirmation of customs obligations to dissolve the enterprise. Within 10 -15 days, the Customs office will issue a notice on the status of the enterprise’s customs dossier.

Step 6: Procedures for closing the tax identification number at the tax office

- Send an application for dissolution of the enterprise to the Tax Department (enclosed with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate);
- Send an official letter requesting tax finalization;
- Pay taxes owed;
- Pay fines (if any).

Step 7: Return the enterprise’s legal seal

- For enterprises using the seal issued by the police agency, the enterprise is responsible for returning the seal and certificate of seal sample registration to the police office for a certificate of seal withdrawal. In this case, the seal and seal sample certificate in the enterprise dissolution file are replaced with a certificate of seal withdrawal.
- For enterprises that have engraved their own seals from July 1, 2015 up to now, they are responsible for not continuing to use their seals without having to carry out procedures for returning the seal at a state agency.

Step 8: Procedures at the business registration office

The legal representative of the enterprise sends a dissolution request to the Business Registration Authority within 05 working days from the date of payment of all debts of the enterprise.

An enterprise dissolution dossier includes:

- Notice of enterprise dissolution;
- Report on liquidation of corporate assets; a list of creditors and paid debts, including payment of tax debts and social insurance premiums, and employees after the decision to dissolve the enterprise (if any);
- Seal and seal sample certificate (if any);
- Certificate of business registration.

Time limit for settlement

- The Business Registration Office sends information about the enterprise’s dissolution registration to the tax office. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the dissolution of the enterprise to the Business Registration Office. Within 05 working days from the date of receipt of the dissolution dossier, the Business Registration Office shall change the legal status of the enterprise in the National Business Registration Database to the dissolved state if it does not receive rejection of the tax authority, and at the same time issue a Notice of dissolution of the enterprise.
- In case the dissolution documents are inaccurate or forged, the members/shareholders/owners of the company shall be jointly responsible for paying the unpaid debts, unpaid taxes and unpaid benefits of the employees. be resolved and take personal responsibility before the law for the consequences arising within 5 years from the date of submission of the enterprise dissolution dossier to the business registration agency.

II. Pay the debts of the business in the following order

- Debts of salary, severance allowance, social insurance in accordance with the law and other benefits of employees according to the collective labor agreement and signed labor contract;
- Tax debt;
- Other debts.
- After all debts and business dissolution costs have been paid off, the remainder shall be divided among the private business owners, members, shareholders or company owners in proportion to their ownership of contributed capital and shares.

The enterprise’s legal representative shall send a dissolution request to the business registration agency within 05 working days from the date of payment of all debts of the enterprise.

III. Prohibited activities since the decision to dissolve the business/company

Concealing or dispersing property;
Waive or reduce the right to collect debt;
Convert unsecured debts into secured debts with the assets of the enterprise;
Sign a new contract, except for the case of enterprise dissolution;
Pledge, mortgage, gift or lease of property;
Termination of performance of an effective contract;
Raising capital in any form.

IV. Documents to prepare for dissolution of the enterprise/company

Minutes of tax finalization with tax authorities or Notice of tax closure due to dissolution.
The receipt of the announcement of the decision to dissolve the enterprise;
Confirmation of completion of customs procedures
Confirmation of bank account closure/or commitment not to open a bank account
Original business registration certificate;
Register the original seal sample (if any);
Legal entity seal;
Termination of operations of branches, representative offices and locations;
Dissolution Profile

In order to save time to find out the procedure, filling out the form, and waiting for the application to be submitted, you can contact HTLaw for Enterprise dissolution.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

06/05/202202/08/2022

Vietnam: Temporary suspension of business

Depending on the business situation, many businesses choose to suspend business to stabilize capital and human resources after the crisis. Below, HTLaw would like to summarize some regulations on business suspension for businesses.

SECTION 1. TAX OBLIGATIONS

1. License fee

Clause 3, Article 4, Circular 302/2016/TT-BTC, Obligation to pay license fees to enterprises applying to suspend operations:

Organizations, individuals, groups of individuals, households that are engaged in production and business and have notified the tax authority of the business suspension for the whole calendar year are not required to pay license fees for the year of suspension.

In case of business suspension for less than a calendar year, the license fee for the whole year must still be paid.

2. Tax declaration dossier

According to Article 14, Circular 151/2014/TT-BTC:

Taxpayers who do not incur tax obligations during the business suspension period are not required to submit tax returns for the period of business suspension.

In case taxpayers suspend their business for less than a calendar year or a fiscal year, they still have to submit annual tax finalization dossiers.

According to Point b, Clause 3, Article 16 of Circular 151/2014/TT-BTC, a corporate income tax finalization dossier includes:

1) Corporate income tax finalization declaration, value added tax declaration.

2) Annual financial statements or financial statements up to the date of decision on the enterprise’s division, consolidation, merger, transformation, dissolution, or termination of operation.

3) One of the appendices specified in b.3 Article 16 of Circular 151/2014/TT-BTC, depending on the arising of the company.

Eg:

If you suspend your business from January 1, 2021 to December 31, 2021, you will be exempt from tax reporting for the whole year of 2021

If the business is temporarily suspended from February 2, 2021 to December 31, 2021, in 2021, it must submit: Quarter 1 tax report and financial statement, tax finalization declaration for 2021.

* Note:

For taxpayers who are subject to registration for issuance of tax identification numbers directly at tax authorities (including enterprises operating in the fields of insurance, accounting, auditing, lawyer, notary or other specialized fields that are not required to register their businesses through the business registration agency in accordance with specialized laws and other organizations specified in Clause 2, Article 4 of Circular 105/2020/TT-BTC), before If the business is temporarily suspended, the taxpayer must send a written notice to the tax authority directly managing it at least 15 (fifteen) days before the business suspension. The content of the notice includes:

– Name, head office address, tax identification number;

– The business suspension period, the start date and the end date of the suspension period;

– Reason for business suspension;

– Full name and signature of the legal representative of the enterprise, the representative of a group of business individuals or the head of the business household.

At the end of the business suspension period, taxpayers must declare tax according to regulations. In case the taxpayer goes out to do business before the time limit specified in the business suspension notice, a written notice must be sent to the tax authority directly managing and concurrently submitting tax declaration dossiers as prescribed.

PART 2: PROCEDURES WITH BUSINESS REGISTRATION AGENCIES

Enterprises must notify in writing the Business Registration Office no later than 03 working days before the date of suspension or resumption of business before the notice period.

The business registration agency is responsible for notifying the tax authority of the information that the taxpayer suspends business or resumes business activities within 02 (two) working days from the date of receipt of the business registration document. In case the taxpayer registers to suspend business, the tax authority shall notify the business registration authority of the tax liability owed to the state budget of the taxpayer within no later than 02 (two) working days from the date receiving information from the business registration authority.

1. Order of execution

The enterprise sends a notice to the Business Registration Office where the enterprise has registered at least 15 days before the business suspension.

The Business Registration Office hands over the application receipt to the enterprise after receiving the notice of business suspension of the enterprise. Within 03 working days from the date of receipt of a valid application, the Business Registration Office shall issue a Certificate of the enterprise’s registration of business suspension.

Note: When the enterprise carries out the procedures for business suspension of the enterprise, the enterprise shall simultaneously send the Notice of temporary cessation of operation of the branch, representative office, and business location to the Business Registration Office where the branch is located, representative office, registered business location.

2. Number of documents: 01 (set)

PART 3: INVOICE

Invoices for units temporarily suspending business: Since the company is only temporarily suspending business, there is no need to resubmit unused invoices.

PART 4: OTHER OBLIGATIONS

According to Clause 3, Article 206, Law on Enterprise 2020, During the business suspension, the enterprise must fully pay the outstanding tax, social insurance, health insurance and unemployment insurance amounts; continue to pay debts, complete the performance of contracts signed with customers and employees, unless otherwise agreed by enterprises, creditors, customers and employees.

In order to save time to find out the procedure, fill out the form, waiting for the application to be submitted, you can contact HTLaw for Temporary suspension of business.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

06/05/202215/09/2022

PROCEDURES FOR MERGER OF ENTERPRISES

1. What is merger of enterprises?

Foreigners who lose or damage their temporary residence card for any reason do not need to notify or ask for confirmation of the loss or damage, but only need to complete the procedures for applying for a temporary residence card.

2. Conditions for merger of enterprises

Merger of enterprises are one of the forms of economic concentration. Therefore, before conducting a merger, companies need to pay attention to two following issues:

(i) Not performed when the merger has the effect or is likely to have a significant anticompetitive effect in the Vietnamese market.

(ii) In case of merger of enterprises falling within the threshold of economic concentration notification, the merging enterprises must submit an economic concentration notification dossier to the National Competition Commission.

3. Order of merger of enterprises

Step 1: The involved companies prepare the merger contract and draft the charter of the merging company.

Step 2: Members, company owners or shareholders of related companies approve the merger contract and the company’s charter.

Step 3: Conducting business registration of the merging company. In case after the merger of an enterprise, the enterprise registration information of the merging company does not change, the merging company shall send a Notice of addition and update of business registration information according to the form to the Department of Business Administration. Business registration where the merged company is headquartered to terminate the existence of the merged company.

Step 4: The business registration authority updates the legal status of the merged company on the National Business Registration Database and changes the business registration contents for the receiving company merger.

* Note:

– The merger contract shall be sent to the creditors and employees within 15 days from the date of approval.

– After the merging company is registered, the merged company shall cease to exist. The merging company shall inherit the lawful rights and interests, liabilities, unpaid debts, employment contracts and other obligations of the merged company under the merger contract.

4. Profile composition

* In case the merged company changes its business registration:

– Merger contract;

– The resolution or decision and meeting minutes approving the merger contract of the merging companies;

– The resolution or decision and meeting minutes approving the merger contract of the merged companies, unless the merging company is a member or shareholder owns more than 65% of the charter capital or shares with voting rights. of the merged company;

– A true copy of the Certificate of Business Registration or other equivalent papers of the merging companies and the merged companies;

– Notice of change of business registration contents together with other documents (if any) depending on the content the company wants to change.

– Authorization letter for individuals to carry out procedures related to business registration.

* In case the merging company does not change the business registration contents:

– Notice on the addition and update of business registration information;

– Merger contract;

– The resolution or decision and meeting minutes approving the merger contract of the merging companies;

– Authorization letter for individuals to carry out procedures related to business registration.

5. Settlement time

Within 03 (three) working days from the date of receipt of complete and valid dossiers.

6. Fees

– Enterprises that register on the National Business Registration Portal are exempt from business registration fees.

– Publishing of enterprise registration information: 100.000 VND/time.

Merging companies is complex legal progress, in order to make sure everything is legit and as well as ensuring the benefits of the parties and minimize risks, you can contact HTLaw for M&A service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

04/05/202219/07/2022

Set up a manufacturing company in Vietnam

I. Choosing the location to set up a factory

- Leasing facilities – pre-built factories from licensed infrastructure leasing companies in Vietnam. This option is suitable for investors wishing to lease land to build factories on a small scale;
- Renting land in industrial parks, export processing zones or high-tech zones. This option is suitable for investors who need to rent land with a long-term lease term and leased land to build a medium-sized or larger factory. When building a factory located in an industrial park or an export processing zone, investors will enjoy specific regulations specific to enterprises in industrial parks and export processing zones;
- Rent land directly from the State. This option is suitable for investors with long-term land lease plans and large land lease areas. However, this option has a limitation that it can take a lot of time and cost to get approval of investment policy from the competent authority on land use planning as well as methods of site clearance (in case the leased land has not been cleared);
- In case the investor has land and wishes to convert from residential land to land for factory construction, the investor needs to fully meet the conditions for construction density in accordance with regulations of the Law on Construction. Only that province will be granted a construction permit for their factory project. Along with that, the factory construction must always be consistent with the detailed construction planning approved by the competent state agency; ensure suitability for land use purposes in accordance with the approved state planning, in accordance with the approved work construction design and ensure the safety conditions for the issuance of construction permits. built for that project.

II. Please approve the environmental impact assessment report

When a foreign investor makes an investment in a service industry in Vietnam, the investor will face restrictions from the GATS schedule of commitments signed by Vietnam when joining the WTO such as regulations on the rate contributed capital, restricting the type of legal entity established for each specific industry in Vietnam. However, when building a manufacturing plant in Vietnam, foreign investors face very few limitations in terms of market access such as investment in service industries, except for some industries with conditions are regulated separately such as manufacturing and assembling automobiles, cosmetics, medical equipment, etc. Besides, the production process can have negative impacts that adversely affect the environment, so some Objects and projects specified in Appendix II to Decree No. 18/2015/ND-CP of the Government must carry out procedures for environmental impact assessment. This procedure must be performed during the project preparation phase.

Environmental impact assessment records

- Dossier of application for appraisal:
- One (01) written request for appraisal of the environmental impact assessment report made according to the prescribed form;
- Seven (07) environmental impact assessment reports of the project. In case the number of members of the appraisal council is more than seven (07), the project owner must provide an additional number of environmental impact assessment reports. The form of the cover page, the sub-cover page and the requirements on the structure and content of the environmental impact assessment report shall comply with the prescribed form;
- One (01) feasibility study report or investment project report or other equivalent document.
- Dossier submitted for approval after being appraised with approval results
- One (01) written request for approval of the environmental impact assessment report, clearly explaining the revised and supplemented contents according to the appraisal council’s conclusion, except for cases where no modification is required. , complementary;
- The environmental impact assessment report is bound in a hardback, the project owner signs at the bottom of each report page, including the appendix as prescribed.

The investor submits the application for approval of the environmental impact report to the People’s Committee of the province. The latest appraisal time limit is 30 days from the date of receipt of valid dossiers.

Note: For the case of building a production plant without applying for approval of an environmental impact assessment report, the investor must carry out procedures for certification of the environmental protection plan at the Department of Natural Resources and Environment where the factory is located.

Dossier for certification of the environmental protection plan includes:

- Three (03) copies of the environmental protection plan with the cover page and content requirements made according to the prescribed form;
- One (01) investment report or production, business or service plan.

III. Apply for an Investment Registration Certificate

For the project, the policy must be approved

Depending on the size of the project, investors must apply for approval of investment policies from different competent agencies such as the National Assembly, the Prime Minister or the People’s Committee of the province.

Dossier of application for policy approval include:

- A written request for the implementation of an investment project;
- A copy of the identity card, or passport for the investor being an individual; a copy of the Enterprise Registration Certificate or other equivalent document certifying the legal status of the investor being an organization;
- An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule. , demand for labor, proposal for investment incentives, assessment of impacts, socio-economic efficiency of the project;
- A copy of one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
- Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation of the project must be submitted.
- An explanation on the use of technology for the project includes the following contents: technology name, technology origin, technological process diagram; main technical parameters, using status of main machinery, equipment and technological lines;
- BCC contract for investment projects in the form of BCC contract;
- Preliminary assessment of environmental impact, environmental protection solutions.

The investor will send the application to the investment registration agency for approval of the investment policy of the competent authority. After receiving the approval of the investment policy, the investor is not required to carry out the procedures for applying for an Investment Certificate. The investment registration agency will issue the Investment Registration Certificate to the investor within 05 working days from the date of receipt of the decision on investment policy.

For projects that do not require approval of investment policies

In order to establish a factory in Vietnam, foreign investors must be granted an investment registration certificate. An application file for an Investment Certificate includes:

- A written request for implementation of the investment project (made according to the form);
- Copy of identity card or passport for individual investors; a copy of the Enterprise Registration Certificate or another equivalent document certifying the legal status of the investor being an organization;
- An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule, demand for labor, proposal for investment incentives, assessment of impacts, socio-economic efficiency of the project;
- A copy of one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
- Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor) or equivalent documents);
- Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation of the project must be submitted;
- An explanation of the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer, include the following contents: name of technology , technology origin, technological process diagram; main technical parameters, using status of main machinery, equipment and technological lines;
- BCC contract for investment projects in the form of BCC contract.

Your company must declare online information about investment projects on the National Information System on Foreign Investment. Within 15 days from the date of online declaration, the investor must submit the application for the Investment Registration Certificate to the provincial Board of Management of Industrial Parks, Export Processing and Hi-tech Parks. After the application is received, the Investment Registration Authority will consider the validity and issue a code for the investment project. In case the application is refused, this Agency must notify the investor in writing and clearly state the reason.

IV. Apply for a Certificate of Business Registration

After being granted the Investment Registration Certificate, you can begin to carry out a number of procedures to establish a company.

Dossier to apply for a Business Registration Certificate:

- Business registration application form (according to the form);
- Draft enterprise charter;
- List of members for two-member limited liability companies, founding shareholders for joint stock companies;
- A valid copy of one of the authenticated papers:

For individuals: valid ID card or passport or citizen identification card;

For organizations: Certificate of business registration for organizations and enclosed personal identification papers of the authorized representative of the organization;

- Decision on capital contribution, document appointing authorized representative for company members, company shareholders being organizations;
- Other documents in special cases

After preparing all documents, your company submits the application at the Business Registration Authority through the National Portal on Business Registration. Within 03 – 05 days, the Business Registration Authority will issue the Certificate of Business Registration if your application is valid. After that, the investor must publish information on the National Portal on Business Registration.

Apply for a factory building permit

In case of building a new factory, the investor must apply for a new construction permit.

A construction permit dossier includes:

- An application form for a construction permit (made according to the form);
- A copy or file containing the original copy of one of the papers proving the land use right as prescribed by the land law;
- A copy or a file containing two main sets of technical design drawings or construction drawings of construction works that have been approved and appraised by specialized agencies in accordance with the law on construction. construction, each set includes: Drawing of the total ground of the project or the total ground of each phase of the project at the scale of 1/100 – 1/500; Site drawings of each work on the land plot scale of 1/100 – 1/500, enclosed with a map of the location of the work; Drawings of elevations and main sections of each project, scale 1/50 – 1/200; Drawing of foundation ground plan at scale 1/100 – 1/200 and footing section at scale 1/50 of each work, together with diagram of connection with rainwater drainage, wastewater treatment, water supply, and electricity supply systems. , communication scale 1/50 – 1/200.
- A copy or file containing the original copy of the decision on approval of the work construction investment project;
- The copy or file containing the original copy of the report on design appraisal results of the construction specialized agency for the works as prescribed, subject to the design appraisal;
- A copy or file containing a photocopy of the original document of the investor’s commitment to ensure the safety of the works and neighboring works, for the built-in works with basements;
- A copy or a file containing a photocopy of the original declaration of capacity and experience of the organization or individual designed according to the form, enclosed with a copy of the construction practice certificate, for works not yet approved by a specialized construction and design appraisal agency.

Management boards of industrial parks, export processing zones, economic zones and high-tech zones will receive the application and issue a construction permit to the investor if the application is valid or issue a written refusal to grant a construction permit, in case the profile is not valid.

V. Apply for a fire protection license

An application file for a fire prevention and fighting license includes:

- An application for a Certificate of fire prevention and fighting (made according to the form);
- A certified true copy of the certificate of competence in fire prevention and fighting; test documents on fire prevention and fighting for newly renovated or newly built establishments, motorized vehicles that need to ensure fire prevention and fighting safety when converted or built; a certified copy of the record of safety inspection on fire prevention and fighting for other facilities and motor vehicles;
- A list of all fire prevention and fighting means and means of life-saving equipped (according to the form);
- Fire fighting plans;
- To decide on the establishment of grassroots fire prevention and fighting teams;
- List of individuals who have passed training in fire prevention and fighting.

Investors submit dossiers at the Police Department of Fire Prevention and Fighting and Rescue. In case of authorizing another individual or unit to perform, a written authorization must be attached.

Besides the above main procedures, foreign investors still have to carry out some basic procedures after establishing a factory similar to setting up a business such as paying taxes, applying for seals, hanging signs, and printing receipts…

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Set up a manufacturing company service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

04/05/202218/07/2022

Opening a language center in Vietnam

I. Conditions for establishing a foreign language center

Pursuant to Article 48 Consolidated Document No. 07/VBHN-BGDĐT in 2018

1. Conditions for foreign language centers to conduct educational activities

1. Having a team of managers, teachers, and staff who meet the prescribed standards, meeting the operational requirements of the center.

2. Having appropriate facilities, equipment, programs, teaching materials and funding sources, ensuring education quality according to the center’s construction and development plan and operation scale.

2. Center director is a person who meets the following criteria

Pursuant to Clause 2, Article 6 of Circular 21/2018/TT-BGDDT on Regulations on organization and operation of foreign language center

- Have a good family background;
- Have management capacity;
- Graduated from a foreign language university or graduated from a university with a foreign language certificate of at least level 3 according to the 6-level Foreign Language Competency Framework for Vietnam or equivalent (for directors of foreign language centers).
- Experience in the field of education and training.

II. Authority to establish foreign language centers

Pursuant to Article 47 Consolidation Document No. 07/VBHN-BGDĐT 2018. To establish a foreign language center, the authority belongs to:

- Directors of universities, institutes, principals of universities and colleges of pedagogy decide to establish foreign language centers on school grounds;
- Heads of social organizations, socio-professional organizations, economic organizations permitted by law to establish affiliated training centers have the authority to decide on affiliated foreign language centers;
- The Director of the Department of Education and Training decides to establish foreign language centers; permit the establishment of foreign language centers of universities, academies, universities, pedagogical colleges located outside the school premises, and foreign language centers for social organizations, socio-professional organizations, economic organizations permitted by law to establish affiliated training centers

III. Procedures to set up a foreign language center

Clause 20, Article 1 of Decree 135/2018/ND-CP and Clause 3, Article 47 of Decree 46/2017/ND-CP clearly state that the process of establishing a foreign language center includes the following steps:

- Step 1: Organizations or individuals send 01 set of standard documents directly or by post to the competent state agency.
- Step 2: Within 10 working days from the date of receipt of complete and valid dossiers, the agency competent to establish the foreign language center shall appraise and check according to regulations.
- Step 3: Within 05 working days, the person competent to decide on the establishment or permit the establishment of a foreign language center shall issue a decision to establish or authorize the establishment if all conditions are met; if the establishment has not been decided yet, a written notice shall be sent to the organization or individual, clearly stating the reason.

IV. The establishment of a foreign language center dossier

To set up a foreign language center, the following main documents are required:

- Proposal for the establishment of a foreign language center;
- The scheme for establishing a foreign language center includes the following contents: Name of the center, location of the center, the necessity and legal basis of the establishment of the center; the center’s goals and tasks; curriculum, training scale; the center’s facilities; organizational structure of the center, curriculum vitae of the person expected to be the center’s director;
- Draft regulations on the organization of activities of foreign language centers.

However, in reality, organizations and individuals wishing to establish a foreign language center need to prepare the following main documents:

1. For an organization that is an enterprise set up a foreign language center

- A certified copy of the business registration certificate (with the profession of teaching foreign languages);
- Notarized lease or loan agreement for the office where the center’s head office is located (at least 01 year from the time of application submission); Guaranteed area of 1.5m2 / 1 student). Area of 1 classroom 30m2;
- Certificate of fire prevention and fighting
- A copy of the certificate of ownership of the house and land where the center is headquartered;
- List of teaching teachers;
- List of central staff;
- Sign labor contracts with the Center Director, teachers and other staff;
- A written confirmation of the local government agreeing to open the center

2. For the director of a foreign language center

- Written certification of the educational institution’s working time in the field of education for at least 03 years or more in the position of educational consultant or teaching;
- A curriculum vitae with a 3×4 photo, certified by the People’s Committee of the ward where you live (Note that the working time in the resume must match the written confirmation of the working time);
- Certified copy of University Diploma in Foreign Languages or B1 Degree or other certificates
- Health certificate within the last 6 months;
- Certified copy of Identity Card;

3. For teachers and staff of foreign language centers

- For foreign language teachers, a minimum of 04 teachers is required (25 students/1 teacher/1 shift):
- Certified copy of college or university diploma in foreign language pedagogy (if you do not have a pedagogical major, you must have a professional certificate of pedagogy);
- Certified copy of ID card;
- Current place of work;
- Labor records (Resumes, Health Certificate, Job application)

4. For other staff in the language center

- Accountant: Certified copy of Diploma of relevant major and certified copy of ID card
- Counselors: Certified copies of university diplomas majoring in economics, commerce, foreign languages…; Certified copy of ID card;
- Treasurer: Certified copy of Diploma of relevant major; Certified copy of ID card
- Security: Certified copy of ID card; Labor records (Resumes, Health Certificate, Job application)

Note: All authentication documents must be valid within 6 months from the time of application submission.

5. Some other information to prepare:

- Full list of textbooks, documents and equipment for teaching, specifying which curriculum to use;
- Make a list of facilities: such as desks, chairs, tables, computers, projectors for teaching, fire protection equipment on each floor…. (enclosed with information on the monetary value of facilities for cost calculation);
- Expected salary for teachers (specifically by hour/month/session);
- Expected collection of tuition fees from students;
- Detailed content of the curriculum: lesson plan, test, final exam;
- Name of center, location of center, scale of training, organizational structure, area of rooms. The center’s name includes “foreign language center” and “own name”. The proper name of the center must not coincide with the proper name of the previously established center. Do not use words or symbols that violate the historical, cultural, ethical, and fine traditions of the Vietnamese nation.

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Opening a language center service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/04/202219/07/2022

Change information on enterprise registration certificate

change information on business license -htlaw

1. Changes need to be registered to change the information on the enterprise registration certificate

- Company’s name
- Type of business
- Headquarters
- Full name, contact address, nationality, number of personal legal papers for legal representatives of limited liability companies and joint stock companies, general partners of partnerships
- Full name, contact address, nationality, number of personal legal papers for an individual member, name, business identification number and head office address of the member being an organization, for a limited liability company. limited liability
- Charter capital for companies, investment capital for private enterprises

2. Cases of change do not change the enterprise registration certificate

The enterprise changes one of the following contents:

- Business lines
- Founding shareholders and shareholders being foreign investors, for joint-stock companies, except for listed companies
- Other contents in the business registration dossier

However, enterprises still have to carry out the procedures for notification of changes in business registration contents in the above cases.

3. Dossier to change business registration

Depending on the content of the change, the required documents will be different. Contact us for detailed advice.

4. Submit the dossier directly

Submit the application at the Department of Planning and Investment of the province or city where the enterprise’s head office is located.

5. Submit the dossier online

Method 1: Use a business registration account

You register an account at dangkytinhdoanh.gov.vn.

Note: In case of authorization to submit a dossier, the authorization document must contain the information of the authorizing person.

Method 2: Use digital signature (token)

You must complete the procedure to purchase a digital signature.

With both methods above, after the application is valid, you will receive a receipt of the business registration application via the electronic information network. You bring the receipt directly to the business registration office to receive the results.

If the application is not valid, the Department of Planning and Investment will send details of the contents that need to be amended and supplemented. You proceed to adjust the application and resubmit.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for advice and support services Change information on the Business License.

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/04/202218/07/2022

Forms of foreign investors contributing capital to Vietnamese companies

1. Forms and conditions for capital contribution, share purchase to the organization

1.1. Forms of capital contribution to Vietnamese enterprises by foreign investors

According to Article 25 Investment Law 2020, foreign investors may contribute capital to economic organizations in the following forms:

- Buy shares issued for the first time or additionally issued shares of a joint-stock company. Foreign investors become shareholders of joint-stock companies.
- Contribute capital to limited liability companies, partnerships. Foreign investors become members of limited liability companies, members of partnerships.
- Contribute capital to other economic organizations.

1.2. Forms of buying shares and contributed capital of Vietnamese companies

Foreign investors purchase shares and capital contributions of economic organizations in the following forms:

- Buy shares of a joint stock company from the company or shareholder;
- Purchase of capital contributions of members of a limited liability company to become a member of a limited liability company;
- Purchase of capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership;
- Purchase of capital contributions of members of economic organizations other than the above cases.

1.3 Conditions for capital contribution, share purchase by foreign investors

The capital contribution, share purchase portion of foreign investors in the forms specified above must satisfy the following conditions:

The rate of ownership of charter capital of foreign investors is restricted in listed companies, public companies, securities trading organizations and securities investment funds; Government-owned enterprises, equitization or ownership conversion in other forms. (Clause 1, Article 23 of the Investment Law 2020)

Investment form, scope of activities, Vietnamese partners participating in the implementation of investment activities and other conditions under the provisions of international treaties to which the Socialist Republic of Vietnam is a signatory.

2. Investment procedures in the form of capital contribution, share purchase

2.1 Foreign investors must carry out procedures for registration of capital contribution, purchase of shares to economic organizations in the following cases:

Foreign investors contribute capital, purchase shares or capital contributions to economic organizations operating in business lines with conditions applicable to foreign investors;

The capital contribution or purchase of shares or contributed capital results in a foreign investor or an economic organization in one of the following circumstances holding 51% or more of the charter capital of the economic organization:

i. Having a foreign investor holding 51% or more of the charter capital or having the majority of general partners being foreign individuals, for economic organizations being a partnership; or

ii. Having an economic organization at point i holding 51% or more of its charter capital; or

iii. Having foreign investors and economic organizations specified at Points i and ii holding 51% or more of charter capital.

The foreign investor that contributes capital, purchases shares or stakes of a business organization has a certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another area that affects national defense and security.

** Dossier for registration of capital contribution, share purchase:

A written registration for capital contribution, share purchase or capital contribution, including the following contents: information about the economic organization to which the foreign investor intends to contribute capital, purchase shares or capital contribution; rate of ownership of charter capital of foreign investors after capital contribution, purchase of shares or capital contribution to economic organizations;

Certified copies of the identity card, or passport for the investor being an individual; Certified copies of Business license or other equivalent document certifying legal status for investor being an organization.

** Procedures for registration of capital contribution, share purchase and capital contribution:

Step 1: The investor submits a dossier at the Department of Planning and Investment where the economic organization’s head office is located to register for capital contribution;

Step 2: After being approved for the registration of capital contribution, purchase of shares or contributed capital, the investor shall contribute capital, receive the transfer of shares and contributed capital, and carry out procedures in accordance with the Law on Enterprises.

2.2. Investors who are not subject to procedures for registration of capital contribution, purchase of shares or contributed capital:

Investors who are not in the case of carrying out the procedures for registration of capital contribution, purchase of shares mentioned above, and procedures for changing shareholders or members as prescribed by law when contributing capital or buying shares capital contribution of economic organizations. If there is a need to register the capital contribution, purchase of shares or contributed capital of an economic organization, the investor shall comply with regulations.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Capital Contribution for Foreign Investor legal services.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/04/202225/07/2022

Set up company in Vietnam (for Vietnamese enterpreueur)

1. Service packages for setting up a business at HTLaw

Package	Basic	Advance	Premium
Preliminary consultation	x
Enterprise registration certificate, tax code	x	x	x
Post company establishment statement	x	x	x
Seal + Announcement of seal sample	x	x	x
In-depth consultation		x	x
1 year token tax declaration		x	x
E-invoice 50 numbers			x
Open a company bank account			x
Tax and accounting support			x
After-consultation service			x
Working time	9 days	9 days	9 days
Fee (exclude VAT) (VND)	4,900,000	6,900,000	9,500,000
Fee (exclude VAT) (USD)	215	300	410

2. Consulting before setting up a business

- Choose the right type of business
- Choose a business name
- Choose a business lines
- Advice on the amount of charter capital
- Advice on founding members/shareholders

3. Consulting after business establishment

In addition to setting up a company, HTLaw will conduct consultation after business establishment on what are the next procedures that need to be done. During the business operation, if clients need to use other consulting services, and HTLaw always accompanies and supports.

4. The information customers need to provide

- Company name
- Company address
- Company phone number and email
- Intended business lines
- Authorized capital
- ID card or passport of the owner/member of the company/founding shareholder/legal representative
- Permanent address, contact details of the owner/member of the company/founding shareholder/legal representative

5. Documents the customer needs to provide

- Certified copy of ID card or passport of the owner/company member/founding shareholder
- Certified copy of ID card of the legal representative

In order to save time to learn the procedures, fill out the form, notarize, wait for the application to be submitted, you can contact HTLaw for Business registration service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone no.: +84 935 439 454.

29/04/202225/07/2022

Set up a foreign-invested enterprise

Before establishing a foreign-owned enterprise, a foreign investor must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except for the case of setting up a start-up small and medium-sized enterprise, creativity, and innovative start-up investment funds in accordance with the law on supporting small and medium enterprises.

Below is the procedure for establishing a foreign-owned enterprise, the investor shall carry out the procedure for issuing the Investment Registration Certificate according to the following steps:

1. Preparing documents for issuance of Investment Registration Certificate

An application for an Investment Registration Certificate includes:

1. A written request for the implementation of an investment project.

2. Documents proving legal status:

- For institutional investors: a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor is an organization.
- For individual investors: Copy of identity card or passport.

3. Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital. and capital mobilization plan, location, time, investment schedule, labor demand, a proposal for investment incentives, impact assessment, and socio-economic efficiency of the project.

4. Proof of investor’s financial capacity:

- For institutional investors: financial statements of the last 2 years of the investor. Or commit to the financial support of the parent company. Or pledge financial support from a financial institution. Or guarantee the financial capacity of the investor. Or documents explaining the investor’s financial capacity.
- For individual investors: confirm account balance, passbook;

5. Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents).

6. Proposed demand for land use; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation of the project must be submitted. current investment project;

7. An explanation of the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer, include the following contents: name of technology, technology origin, technological process diagram; main technical parameters, use status of the main machinery, equipment, and technological lines;

2. Submit application for Investment Registration Certificate

Procedures for granting an Investment Registration Certificate for investment projects that are not subject to a decision on investment policies are as follows:

Online declaration of information about investment projects on the National Foreign Investment Information System

- Before carrying out the procedures for issuance of the Investment Registration Certificate, the investor shall declare online information about the investment project on the National Foreign Investment Information System. Within 15 days from the date of online declaration, the investor shall submit the application for the Investment Registration Certificate to the Investment Registration Authority.
- After the Investment Registration Authority receives the application, the investor is granted an account to access the National Information System on Foreign Investment to monitor the processing of the application.
- The investment registration agency uses the National Foreign Investment Information System to receive, process, and return investment registration results, update the status of application processing, and issue code numbers for the investment project.

Submit an application directly for an Investment Registration Certificate

An investor shall submit an application for an Investment Registration Certificate at the investment registration agency according to its competence as follows:

Department of Planning and Investment of the province where the company’s head office is located:

- Investment projects outside industrial parks, export processing zones, high-tech zones, economic zones;
- Investment projects on infrastructure development of industrial parks, export processing zones, high-tech zones, and investment projects in industrial parks, export processing zones, and high-tech zones in localities where a Management Board has not yet been established. industrial parks, export processing zones, and high-tech zones.
- Investment projects implemented in many provinces and centrally-run cities;
- Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones, and economic zones.

The management board of industrial parks, export processing zones, high-tech zones, and economic zones of the province where the company is headquartered

- Investment projects on infrastructure development of industrial parks, export processing zones, and high-tech zones;
- Investment projects are implemented in industrial parks, export processing zones, high-tech zones, and economic zones.

3. Issuance of Investment Registration Certificate

Within 15 days from the day on which the complete application is received, the investment registration agency shall issue the Investment Registration Certificate. In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.

4. Prepare documents and submit the application for the Enterprise Registration Certification

After a foreign-invested company is granted an Investment Registration Certificate, the investor shall carry out the procedures for granting an enterprise registration certificate similar to the procedure for establishing a Vietnamese-owned company.

Dossier of application for an enterprise registration certificate

- Business registration application form.
- Company rules.
- Copies of the following papers: Citizen’s identity card, Passport, or other lawful personal identification of members being individuals; owner (for one-member limited liability companies), founding shareholders (for joint stock companies);
- Establishment decision, enterprise registration certificate or other equivalent documents of owners, company members, founding shareholders being organizations.
- Decision on appointment of a manager of the contributed capital portion of the owner, capital contributor, shareholder being an organization and Identity Card/Citizen Identity Card, Passport or other lawful personal identification of the manager of the contributed capital portion.
- List of members (for limited liability companies with two or more members; List of founding shareholders and shareholders being foreign investors (list of authorized representatives if there are institutional shareholders).
- An investment registration certificate for investors has been granted.

Competence to issue business registration certificates:

Department of Planning and Investment of the province where the company’s head office is located

5. Next steps

- Disclosure of business registration information
- Engraving the company’s seal
- Open a foreign direct investment capital account
- Signboard at headquarters.
- Register digital signature for electronic tax payment and tax report online
- Buy an electronic digital signature to make an electronic tax payment
- Proposal to issue e-invoices.
- Make reports on project implementation according to the provisions of the Investment Registration Certificate.
- Declare and pay tax according to regulations.

In addition, foreign investors can invest in the form of capital contribution or purchase of shares of Vietnamese companies. See details here.

For institutional investors, you can set up a representative office to learn the market before setting up a company. Establishing a representative office will be more cost-effective and faster in terms of time. See details here.

To save time learning the procedures, filling in the form, notarizing, and waiting for submitting the application, you can contact HTLaw for Registration of a foreign-invested company services.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/04/202202/08/2022

Consulting & Drafting Contracts

With a lot of practical experience in business activities of enterprises, HTLaw team supports customers in consulting, and drafting contracts. Especially, HTLaw supports drafting bilingual contracts, complying with Vietnamese and international laws.

1. Contract consulting service

- Advising on the provisions of the law and the application in practice related to the terms in various types of contracts of enterprises;
- Participating in contract negotiations with the parties;
- Consulting and participating in the negotiation stages to sign contracts with enterprises;
- Researching relevant documents, and finding out relevant information about the parties to the contract in specific cases at the request of the business, thereby providing the optimal consulting solution for the drafting and signing of the contract. , ensure maximum benefits for the business and balance the interests of the parties in the contract;
- Appraise the contents of the draft contract of the enterprise with its partners according to the requirements of the enterprise and according to the provisions of law;
- Legal advice on other related issues on the basis of legal provisions on contracts at the request of enterprises;
- Consulting and settling contract disputes;
- Consulting and explaining contract-related contents for businesses;
- Comprehensive consulting on issues related to contracts of enterprises.

2. Contract drafting service

Drafting the contract on the basis of the requirements of the business and in accordance with the law, ensuring maximum benefits of the customer and balancing the interests of the parties in the contract.

Some information customers need to provide when using contract consulting services

- Information of the parties to the Contract (if individuals: provide identity cards, if organizations: provide business registration certificates of the parties);
- Contract Type
- The basic content of the Contract of the two parties towards;
- Contract value and payment method and payment term;
- Duration of contract;
- Basic rights and responsibilities of the parties (if the two parties have a basic agreement);
- Designated dispute resolution body (if any).

In case the customer does not have the above specific information, we will support the customer with unspecific information so that the customer has a comprehensive view of the contract to be drafted in the future.

To save time learning about the law, drafting contracts, as well as ensuring the benefits of the parties and minimizing risks, you can contact HTLaw for Consulting and Drafting Contract services.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

29/04/202202/08/2022

Regular Legal Consultation Package

1. What is Regular Legal Consultation package?

Regular legal consultation package for small and medium-sized businesses without a legal department. When using this service, businesses can answer and resolve legal issues quickly and economically.

HT can flexibly customize the service package to suit each customer with different needs, ensuring to meet the needs of the business at the most reasonable cost.

2. Services in Regular Legal Consultation package

- Answer legal questions related to business, investment, labor, immigration, and other fields.
- Drafting and reviewing legal documents (contracts, agreements, etc.)
- Provide new legal updates for business operations
- Dispute resolution consulting, litigation participation
- Legal advice on projects, mergers and acquisitions, purchase and sale, and transfer of contributed capital and shares
- Consulting, registration of intellectual property

3. Why using Regular Legal Consultation package is necessary?

In the course of business operations, it is difficult for enterprises to avoid legal risks that may occur in the business process, from internal management of the enterprise to business development, etc. all of which have potential risks of arising conflicts, disputes, and damages arising from unforeseeable legal risks, among them are the following risks:

- Enterprises do not have clear working processes and regulations, leading to disputes between capital contributors
- Enterprises are sued for dismissing employees who do not comply with the prescribed legal order and procedures (about labor contracts, social insurance, employee welfare regimes, …)
- Enterprises lose their trade and are counterfeited or counterfeit products that are not protected by law.
- Enterprises may encounter unfavorable terms scattered in commercial contracts or enterprises sign contracts of great value but are not valid due to provisions contrary to the provisions of law.
- Enterprises are fined for not complying with regulations on business registration.

Regular legal consulting services will prevent the above cases from happening and support businesses to quickly resolve when the above risks occu

To save time learning about the law and limit legal risks in business operations, you can contact HT to design a customized Regular Legal Consultation Package.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

21/04/202225/07/2022

PROCESS OF BRANCH ESTABLISHMENT IN VIETNAM

A branch is a dependent unit of the enterprise, responsible for performing all or part of the functions of the enterprise, including the function of an authorized representative. The branch’s line of business must be consistent with the business line of the enterprise. (Article 44 Enterprise Law 2020).

In this article, the legal consultants of HT INVESTMENT & IMMIGRATION CO., LTD will focus on analyzing and guiding the implementation of necessary steps to apply for a Branch Operation Registration Certificate in accordance with the provisions of the law.

1.The legal basis for establishing the Branch

Enterprise Law 2020, Articles 44, 45. Representative offices, branches, and business locations of enterprises

2. The papers and documents to be prepared to apply for a license to establish a branch

- Notice of Branch operation registration
- A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch of the enterprise;
- A valid copy of the identity card/passport of the head of the Branch
- Copy of Business Establishment License; Investment registration license (if any)

3. The application process for the Certificate of Operation Registration of the Branch

- Dossier-receiving agency: Business Registration Office, Department of Planning and Investment where the branch is established
- Number of records: 01 set
- Time: 03 working days if the application is valid

Procedure for submitting applications

1. Register online on the National Business Registration Portal and get a Receipt
2. Submit the prepared paper application to the application-receiving place with the results of the previous online application

Result: Certificate of branch operation registration for enterprises

4. The Seal of the Branch

- The enterprise decides on the type, quantity, form, and content of the branch’s seal.
- The management and keeping of the seal shall comply with the provisions of the company’s charter or the regulations promulgated by the branch with the seal. Enterprises use seals in transactions as prescribed by law.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for Brand Establishment service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

21/04/202225/07/2022

Process of establishment of representative offices in Vietnam

htlaw - ESTABLISHMENT OF REPRESENTATIVE OFFICES IN VIETNAM

A representative office is a dependent unit of the enterprise, which has the task of representing by authorization the interests of the enterprise and protecting those interests. Representative offices do not perform the business functions of enterprises. (Article 44 Enterprise Law 2020).

Thus, the main function of the Representative Office is to perform the duties of an authorized representative for the Enterprise. Depending on the purpose of the Enterprise when expanding its business activities, it is decided to establish a Representative Office or Branch or Business Location accordingly.

In this article, the legal consultants of HT INVESTMENT & IMMIGRATION CO., LTD will focus on analyzing and guiding the implementation of necessary steps to apply for a license to establish a Representative Office so that they can actually operate in accordance with the provisions of the law.

1.The legal basis for the establishment of a representative office

Enterprise Law 2020, Articles 44, 45, Representative offices

2. The papers and documents to be prepared to apply for a license to establish a representative office

1/ Notice of representative office registration

2/ A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch or representative office of the enterprise; copies of legal papers of the individual for the head of the branch or representative office

3/ A copy of the business establishment license; Investment registration license (if any)

3. The process of applying for a representative office establishment license

Dossier-receiving agency: Business Registration Office, Department of Planning and Investment, where the Representative Office is established

Number of records: 01 set

Time: 03 working days if the application is valid

Procedure for submitting applications

1. Register online on the National Business Registration Portal and get a Receipt of Receipt
2. Submit the prepared paper application to the application-receiving place with the results of the previous online application

Result: Certificate of operation registration of representative office for the enterprise

4. The seal of the Representative Office

Enterprises decide on the type of seal, quantity, form and content of the representative office’s seal.

The management and keeping of the seal shall comply with the provisions of the company’s charter or regulations promulgated by the representative office of the enterprise with the seal. Enterprises use seals in transactions as prescribed by law.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Establish Representative Office.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

07/04/202219/07/2022

Set up a company in the fitness industry

With increasing interest in health and physique nowadays, many foreign investors want to invest in the fitness industry in Vietnam.

The process to open a company in the fitness industry is as follows:

1. Procedures for issuance of investment registration certificates

(For foreign investors only)

Fitness business has not been committed in Vietnam’s WTO service commitments. Therefore, when conducting a project in Vietnam, investors must send a set of documents to the Ministry of Planning and Investment, the Ministry of Culture, Sports and Tourism for opinions and approval on fitness business with foreign investment.

With the approval of the Ministry, the foreign investor shall carry out the procedures for granting an investment registration certificate.

Time to carry out procedures for issuance of investment registration certificates: 10-15 working days

2. Procedures for issuance of business registration certificates

Time: 03 – 05 working days

3. Procedures for granting a certificate of eligibility for sports business

Conditions to be granted a certificate of eligibility for sports business:

Having a team of professional officers and employees suitable to the contents of activities;

There are facilities and equipment to meet the requirements of sports activities

3.1. Professional staff requirements:

The professional staff of a sports business enterprise includes:

1. Sports training instructors must meet one of the following conditions:

- - Being a coach or athlete with a level 2 or higher or equivalent in accordance with business registration sports activities;
  - Possessing an intermediate or higher degree in physical training and sport relevant to the registered sport activities;
  - To receive professional training in sports according to the regulations of the Minister of Culture, Sports and Tourism.

2. Lifeguards.

3. Medical staff.

3.2. Facilities requirements:

1. Practice location

- - The practice room has an area of at least 60 m2, the distance from the floor to the ceiling is at least 2.8 m, the training space must be well ventilated.
  - The distance between training equipment is guaranteed from 10cm to 30cm;
  - Light from 150 lux or more;
  - Sound system in good working condition;
  - There is a toilet, changing area, and a place to store personal belongings for practitioners; have a first aid bag as prescribed by the Ministry of Health;

The rules include the following main contents: Training time, participants in exercise, subjects not allowed to participate in training, measures to ensure safety during exercise.

2. Training equipment must comply with the provisions of Circular 10/2018 of the Ministry of Culture, Sports and Tourism.

Above is HT’s advice on setting up a company in the gym business.

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Set up a gym center service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454

03/08/202119/07/2022

INVESTMENT INCENTIVE POLICIES

Vietnam is gradually becoming a potential market for foreign investors. Therefore, from January 1, 2021, the Vietnamese government has issued more investment incentive policies to attract foreign investment. HT would like to summarize investment incentives and support policies effective from January 1, 2021 below:

1.
Forms of investment
incentives:

Corporate income tax incentives, including application of a lower rate of corporate income tax for a certain period of time or throughout the investment project execution; exemption from and reduction of tax and other incentives prescribed by the Law on Corporate Income Tax.

Exemption from import tax on goods imported to form fixed assets; raw materials, supplies and components for manufacturing purposes in accordance with regulations of law on import and export tax;

Exemption from and reduction of land levy and land rents;

Accelerated depreciation, increasing the deductible expenses upon calculation of taxable income.

2. Entities eligible for investment incentives:

Investment projects in business lines eligible for investment incentives or business lines eligible for special investment incentives specified in Appendix II of Notice 31/2021/ND-CP.

Investment projects located in disadvantaged or extremely disadvantaged areas specified in the Appendix III of Notice 31/2021/ND-CP.

Any investment project whose capital is at least VND 6,000 billion eligible for investment incentives as prescribed in Point c Clause 2 Article 15 of the Law on Investment if the following conditions are met:

a) At least VND 6,000 billion is disbursed within 03 years from the issuance date of the investment registration certificate or the decision on approval for both investment guidelines and investor (for the project not required to obtain the investment registration certificate) or the decision on investor approval (for the project not required to obtain the investment registration certificate);

b) The total revenue is at least VND 10,000 billion per year within 03 years from the year in which the revenue is earned or the project has an annual average number of at least 3,000 employees in accordance with regulations of law on labor 03 years within 03 years from the year in which the revenue is earned;

The investment projects eligible for investment incentives specified in Point d Clause 2 Article 15 of the Law on Investment include:

a) Projects on investment in construction of social housing in accordance with regulations of law on housing;

b) Investment projects located in rural areas and employing at least 500 employees per year in accordance with regulations of law on labor (excluding employees who work on a part-time basis and employees who sign employment contracts with a fixed term of under 12 months);

c) Investment projects employing persons with
disabilities accounting for at least 30% of the annual average number of
employees in accordance with regulations of law on persons with disabilities
and on labor.

Hi-tech enterprises, science and technology enterprises and science and technology organizations; projects involving transfer of technologies on the List of technologies the transfer of which is encouraged; science and technology enterprise incubators; enterprises manufacturing and providing technologies, equipment, products and services with a view to satisfaction of environment protection requirements which are eligible for investment incentives as prescribed in Point dd Clause 2 Article 15 of the Law on Investment are enterprises, organizations, facilities and investment projects that satisfy the conditions prescribed by the law on science and technology; high technology; technology transfer; environmental protection.

Objects eligible for investment incentives specified in Point e Clause 2 Article 15 of the Law on Investment include:

a) The National Innovation Center established under
the Prime Minister’s decision;

b) Other innovation centers established by agencies,
organizations and individuals so as to assist in executing start-up projects,
establishing startups and promoting innovation, research and development in the
centers which satisfy the conditions set forth in Clause 7 of this Article;

c) Start-up projects specified in Clause 8 of this
Article;

d) Projects on establishment of research and
development centers.

An innovation center specified in Point b Clause 6 of this Article will be eligible for investment incentives if it:

a) exercises the functions of supporting, developing
and connecting startups with the startup ecosystem;

b) has several technical infrastructure items to
serve the support, development and connection of the startup ecosystem,
including laboratories, trial production and technology commercialization
laboratories assisting enterprises in development of sample products; has
infrastructure serving technical equipment installation to ensure one or more
activities for enterprises to design, test, measure, analyze, inspect and test
products, goods and materials; has information technology infrastructure
assisting enterprises and space for organizing events, exhibiting and
demonstrating start-up technologies and products;

c) has managerial professionals to provide assistance,
development and connection services for enterprises operating in the center;
has a network of experts and providers of assistance, development and
connection services.

The start-up project specified in Point c Clause 6 of this Article is one of the following projects:

a) Projects on manufacturing of products created
from inventions, utility solutions, industrial designs, semiconductor
integrated circuits layout-designs, computer software, applications on mobile
phones, cloud computing; production of new livestock breed or line, new plant
varieties, new aquatic breeds, new forest tree cultivars; technological
advances which have been granted protection certificates in accordance with
regulations of law on intellectual property or copyrights or international
registration certificates in accordance with regulations of international
treaties to which Vietnam is a signatory or recognized by competent
authorities;

b) Projects on manufacturing of products obtained
from projects on trial production, sample products and technology completion;
manufacturing of products given awards at start-up competitions, national
start-up competitions, scientific and technological awards in accordance with
regulations of law on scientific and technological awards;

c) Projects of enterprises operating in innovation
centers and research and development centers;

d) Projects on manufacturing of culture industry
products formed from copyrights or copyright-related rights that have been
granted protection certificates in accordance with regulations of law on
intellectual property or international registration certificates in accordance
with regulations of international treaties to which Vietnam is a signatory.

Small and medium-sized enterprises’ product distribution chain eligible for investment incentives as specified in Point g Clause 2 Article 15 of the Law on Investment means a network of intermediaries that distribute products of such small and medium-sized enterprises (SMEs) to consumers and meet the following conditions:

a) At least 80% of enterprises joining the chain are
small and medium-sized enterprises;

b) There are at least 10 places for distribution of
goods to consumers;

c) At least 50% of revenue of the chain are generated
by SEMS joining the chain.

SME incubators; technical establishments supporting SMEs; co-working spaces supporting start-up SMEs eligible for investment incentives as specified in Point g Clause 2 Article 15 of the Law on Investment are those established in accordance with regulations of law on provision of assistance for SMEs.

3.
Procedures for applying investment incentives

Investors carry out the procedures for applying incentives according to the provisions of law in Article 17 of the Investment Law 2020, Articles 19 and 24 of Decree 31/2021/ND-CP.

Please feel free to contact us by email: huonghue.ht@gmail.com or phone number +84 935 439 454 if you need any further clarification. We look forward to long-term co-operation with you.

12/04/202118/07/2022

The procedure of establishing a foreign jewelry

Set up a foreign jewelry company in Vietnam

Are you passionate about fashion and gemstone jewelry?

Are you a foreign investor wishing to invest in Vietnam to trade gemstone jewelry?

Have you find the best way to run your business in Vietnam effectively and legally?

According to the Vietnam regulations, you need a business location in Vietnam and below licenses in order to establish a company to import, export, wholesale and trade jewelry with gold, silver and precious stones:

1. The Investment Registration Certificate;

2. The Enterprise Registration Certificate;

3. The Business License;

4. The Retail License (if applicable);

5. Written confirmation of fire prevention and fighting.

I. The Investment Registration Certificate (IRC)

According to the WTO Commitments Schedule, from January 11 2010, there are no more extended restrictions on distributing products that are allowed to be distributed (as long as the products are allowed to be manufactured in Vietnam). Thus, import, export and retail jewelry with gold, silver and precious stones belong to Wholesale services (CPC 622), Retail services (CPC 631 + 632).

Based on The Law of Investment 2020, Foreign investors are allowed to establish companies with 100% foreign capital to import, export, wholesale and retail jewelry with gold, silver, and precious stones.

Estimated Schedule for obtaining the Investment Registration Certificate: It will be done within 15 – 20 working days since the date of submitting.

II. Application for an Enterprise Registration Certificate (ERC)

Enterprise Registration Certificate is a document recording information about business
registration that the business registration office issues to an enterprise.

Estimated Schedule for obtaining the Enterprise Registration Certificate: It will be done within 5 – 7 working days from the day since the date of submitting.

III. The Business License

The foreign investors and foreign-invested business entities, and other entities involved in the sale of goods and other related activities of foreign investors and foreign-invested business entities in Vietnam must apply for the Business License before retailing the products in Vietnam.

By Article 9, the Decree 09/2018/NĐ-CP, Conditions for issuing business license:

1. A foreign investor from a country or territory which has acceded to a treaty to which Vietnam is a signatory and under which Vietnam has committed to open its market for sale of goods and other related activities shall:

a) Meet market access conditions prescribed in international treaties to which Vietnam is a signatory;

b) Acquire a financial plan deemed qualified to apply for a business license;

c) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year.

2. A foreign investor not from a country or territory which has acceded to a treaty to which Vietnam is a signatory shall:

a) Meet conditions prescribed in Points b and c Clause 1 of this Article;

b) Meet the criteria below:

– In accordance with special law;

– In conformity with the extent of competitiveness of domestic enterprises within the same sector;

– Employment creation for domestic workers;

– Potential and actual contribution to the state budget.

The validity period of a business license: 05 years

Estimated Schedule for obtaining the Business License: It will be done within 45 working days from the day since the date of submitting.

IV. The Retail License (if applicable)

By the Decree 09/2018/NĐ-CP, Retail outlet means the place where retailing is conducted.

A retail outlet other than the first retail outlet is the outlet established by the same foreign investor or foreign-invested entity that has already a retail outlet in Vietnam or sharing the same name or brand name with at least a retail outlet established by a foreign-invested entity in Vietnam.

By Article 22, the Decree 09/2018/NĐ-CP, Conditions for setting up retail outlet

1. Setting up the first retail outlet

a) Acquire a financial plan for setting up a retail outlet;

b) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year;

c) The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.

2. Setting up retail outlet other than the first retail outlet

a) In case of without requiring compliance with an economic needs test:

Conditions prescribed in Clause 1 of this Article shall be met.

b) In case of requiring compliance with an economic needs test:

– Conditions prescribed in Clause 1 of this Article shall be met;

– Economic needs test criteria prescribed in Clause 2 Article 23 of this Decree are fulfilled.

Economic needs test (ENT)

1. Circumstances requiring compliance with ENT

Setting up a retail outlet other than the first retail outlet, unless such retail outlet is less than 500m2 in size and located in a shopping mall and not classified as a convenience store or mini
supermarket.

2. ENT criteria

a) The scale of the relevant geographic market being affected by to-be-retail outlet*;

b) The number of existing retail outlets in the relevant geographic market;

c) Impact of the retail outlet on the market stability and operating activities of other retail outlets and traditional markets in the relevant geographic market;

d) Impact of retail outlet on traffic density, environment hygiene, fire safety in the relevant geographic market;

dd) Potential contribution of the retail outlet to the socio-economic development of the relevant geographic market, in particular:

– Employment creation for domestic workers;

– Potential contribution to the development and modernization of the retailing sector in the relevant geographic market;

– Improvement of environment and living conditions of inhabitants in the relevant geographic market;

– Potential and actual contribution to the state budget.

The validity period of the license for establishment of retail outlet: The validity period of a license for the establishment of a retail outlet shall be as long as the remaining duration of the certificate of registration for the project of setting up a retail outlet.

In case of the absence of the certificate of registration for investment, the validity period of the license for the establishment of a retail outlet shall be as long as the duration specified in the retail outlet documentation;

Estimated Schedule for obtaining the Business License: It will be done within 45 working days from the day since the date of submitting

V. Written confirmation of fire prevention and fighting.

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Set up a jewelry company service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

12/04/202119/07/2022

Set up a private scientific research institute

According to Article 9 of the Law on Science and Technology and Clause 2, Article 3 of Decree 08/2014 / ND-CP guiding the Law on Science and Technology, private research institutes in the field of education are understood as scientific organizations and non-public technology.

I. Conditions for establishment of scientific and technological organization

The scientific and technological organization is established upon satisfaction of the following conditions:

1. Charter of organization and operation

a) Name of the scientific and technological organization includes full name, international transaction name and abbreviated name (if any) that are written in the letters in the Vietnamese alphabet, possibly with the letters F, J, Z, W, numerals and symbols that can be pronounced. The full name includes the form of scientific and technological organization and its proper name;

The name of the organization must be consistent with the main areas of operation, not overlap with other scientific and technological organizations, not use words and symbols in violation of historical, cultural, ethical traditions and habits and customs of the people, ensure non-infringement of intellectual property rights of organizations and individuals who are protected in Vietnam.

b) Objectives and line of operation of the scientific and technological organization must not violate the provisions of Article 8 of the Law on Science and Technology and other relevant legal documents;

c) Head office with address clearly defined by administrative name, telephone and fax number and e-mail (if any);

d) Representative

dd) Functions, duties and powers of the scientific and technological organization are consistent with the objectives and line of operation;

e) Area of operation: related to one of the areas of scientific research and technological development, experimental implementation, trial production, product making, and business as a result of scientific research and technological development, scientific and technological services;

Where the scientific and technological organization is established by an individual, the area of operation is stipulated in Clause 4, Article 20 of the Law on Science and Technology;

g) Organizational structure, duties, and powers of titles of leadership and other organs of the scientific and technological organization;

h) Charter capital of organization including cash and other assets converted into money; the principle of increase and decrease in working capital and other financial principles;

i) Conditions, order, and procedures for the merger, division, separation, and dissolution (if any).

k) Commitment to compliance with the law.

2. Human resources for science and technology

a) Each scientific and technological organization must have at least 05 (five) persons with a university degree or higher working full-time and part-time in which there is at least 30% have professional skills in accordance with the key areas applied for operation registration and at least 40% working full-time;

In case of establishment of a scientific and technological organization for the development of new science and technology, the scientific and technological organization must have at least one person with a university degree related to the sector registered for operation working full-time;

b) The head of a scientific and technological organization must have a university degree or higher with management experience and appropriate professional capacity;

For a scientific and technological organization as a university education facility, its head must meet the conditions stipulated by the law on university education;

3. Material and technical facilities

Being entitled to own or use head office, workshop, laboratory, machinery, equipment, intellectual property, and other material and technical facilities to perform the functions and tasks of the scientific and technological organization;

II.Procedure for establishment of scientific and technological organization with foreign capital and non-public scientific and technological organization

Dossier for the establishment of scientific and technological organization with foreign capital includes:

a) Application for establishment of a scientific and technological organization under the form specified by the Ministry of Science and Technology;

b) Documents certifying the legal status of foreign organizations;

c) Judicial records of the head of a scientific and technological organization with foreign capital;

d) Draft Charter of organization and operation;

dd) Establishment project of the scientific and technological organization includes the explanation about the necessity of establishment, conformity with strategy and plan for scientific and technological development and economic development of Vietnam, objectives, contents, areas, operating range of science and technology in Vietnam; scale investment; the anticipation of human resources of science and technology; financial analysis (if any);

e) Documents evidencing the satisfaction of conditions;

g) Document of Peoples’ Committee of provinces and centrally-affiliated cities where the organization’s head office is located approves the location of the head office of the scientific and technological organization;

h) Audited financial statements or other documents of equal value in the latest financial year of the organization or individuals;

Documents in the dossier specified in this Clause in a foreign language must be translated into the Vietnamese language;

Documents specified at Point b, c, and h must be legalized by the consulate;

Where the project to establish the scientific and technological organization is associated with the investment of works construction, the accompanied dossier includes the investment project of works construction (feasibility study report) under the regulations of law on investment of works construction;

2. The order and procedures for establishing a foreign-invested science and technology organization include:

a) The dossier is made in 02 (two) sets and sent to the Ministry of Science and Technology by post or directly;

b) Within 05 working days from the date of receipt of the dossier specified in Clause 1 of this Article, the Ministry of Science and Technology shall check the validity of the dossier. In case the dossier is invalid, the Ministry of Science and Technology shall notify in writing the organization or individual for modification and supplementation.

In case the dossier is valid, the Ministry of Science and Technology shall send the dossier to the concerned ministries, branches and agencies for opinions;

c) Within 15 working days from the date of receipt of the application for permission to establish a foreign-invested science and technology organization, the relevant ministries, branches and agencies shall give their opinions in writing. and take responsibility for the content according to their management functions;

d) Within 45 days after receiving a complete and valid dossier, the Minister of Science and Technology shall decide to permit the establishment and approve the charter of organization and operation of the science and technology organization have foreign capital and send a copy of the Decision permitting the establishment of a foreign-invested science and technology organization to the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Public Security, the People’s Committee of the province, the city directly under the Central Government where the approved organization is headquartered;

dd) In case of disapproval, the Ministry of Science and Technology shall send a written notice to the organization or individual clearly stating the reason;

e) Within 90 days from the date of issuance of the decision to permit the establishment, the foreign-invested science and technology organization shall conduct its establishment.

III. Procedures for scientific and technological operation registration

1. Dossier for registration of scientific and technological organization includes:

a) Application for scientific and technological operation registration;

b) Decision on the establishment of the scientific and technological organization;

c) Curriculum vitae of the head of the scientific and technological organization;

d) Charter of organization and operation which has been approved by the agencies, organizations and individuals;

dd) Documents proving sufficient manpower and technical facilities as prescribed by law for scientific and technological operation, except for cases of scientific and technological organizations which have been appraised by the competent authorities;

Organizations and individuals registering the scientific and technological operation are responsible before law for the contents declared in the dossier specified in this Clause;

2. Order and procedures for registration of scientific and technological activities include:

a) The application for registration of scientific and technological activities shall be made in 02 (two) sets and sent to the Department of Science and Technology by post or directly;

b) If the application is incomplete as prescribed in Clause 1 of this Article, within 05 working days from the date of receipt of the dossier, the Department of Science and Technology must notify the organization or personally in writing to amend or supplement;

c) Within 15 working days from the day on which the complete application is received, the Department of Science and Technology is responsible for granting the Certificate of registration of scientific and technological activities. In case the application for registration of scientific and technological activities is not approved, the agency competent to register scientific and technological activities shall send a written notice to the organization or individual clearly stating the reason. do.

3. The Department of Science and Technology where the science and technology organization’s head office is located shall grant the certificate of registration of scientific and technological activities to the science and technology organization

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Set up a scientific research institute service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

09/04/202119/07/2022

PROCEDURE FOR ESTABLISHING THE REPRESENTATIVE OFFICE OF COMPANY IN VIET NAM

A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business. (Article 44 Enterprise Law 2020).

Thus, The Representative office’s function is obliged to represent under the company authorization. Depend on the company’s purposes, investors set up the Representative office or the Branch or Business location on suitable.

In this writing, these
legal consult experts of HT INVESTMENT & IMMIGRATION CO., LTD shall focus on analysing
and guiding the necessary procedure to apply for The Representative Office
Registration Certificate so that The Representative office can do business
activities suitable with the law.

Firstly, the legal basis to set up the Representative Office

Enterprise Law 2020, Article 44, 45, Representative office

Secondly, the documents to apply for Representative Office Registration Certificate

1/ Notice of registration activities of Representative Office;

2/ Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch/representative office, legal documents of the head of the branch/representative office.

3/ The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if have).

Thirdly, the procedure to apply for Representative Office Registration Certificate

Place of Issue: Business Registration Room at Planning and Investment Department where located the Representative Office address of Company

Quantity of dossier: 01

Timeline: 03 business day if valid

Steps apply for dossier:

Register online on National Registration Enterprise online System and receive the Receipt register online.

Hand in documents and the Receipt register online to the Place of Issue above.

Result: Representative Office Registration Certificate.

Fourthly, stamp of the Representative Office

The enterprise shall decide the type, quantity, design and content of its seal and the seals of its representative offices.

The management and storage of seals shall comply with the company’s charter or regulations of the representative office that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.

08/04/202119/07/2022

PROCEDURE FOR ESTABLISHING A NEW BRANCH OF COMPANY IN VIET NAM

A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise. (Article 44 Enterprise of Law 2020).

In this writing, these legal consult experts of HT INVESTMENT & IMMIGRATION CO., LTD shall focus on analysing and guiding the necessary procedure to apply for Branch Registration Certificate so that The Branch can do business activities suitable with the law.

Firstly, the legal basis to set up The Branch

Enterprise of Law 2020, Article 44,45. Representative office, Branch and Business location

Secondly, the documents to apply for Branch Registration Certificate

Notice of registration activities of The Branch;
Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch;
The notarized copy of ID/Passport of the head of The Branch;
The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if have).

Thirdly, the procedure to apply for Branch Registration Certificate

Place of Issue: Business Registration Room at Planning and Investment Department where located the Branch address of Company.
Quantity of dossier: 01
Timeline: 03 business day if valid
Steps apply for dossier:
Register online on National Registration Enterprise online System and receive the Receipt register online.
Hand in documents and the Receipt register online to the Place of Issue above.

Result: Branch Registration Certificate.

Fourthly, stamp of the Branch

The enterprise shall decide the type, quantity, design and content of its seal and the seals of its branches.

The management and storage of seals shall comply with the company’s charter or regulations of the branch that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.

Please feel free to contact us by email: huonghue.ht@gmail.com or phone number +84 935 439 454 if you need any further clarification. We look forward to long-term co-operation with you.

08/04/202119/07/2022

FORMS OF INVESTMENT BY THE VIETNAM REGULATIONS

To have a suscessful investment project, Investors are first required to pick suitable investing form together with meeting the most fundamental conditions. We at HT Legal hereby provide those who are wishing to invest in Vietnam some basic information on the forms of investment and the conditions required for your reference.

According to the current law on investment of Vietnam, the forms of investment in Vietnam including:

Investment in establishment of a business organization

Investors can choose establishing an economic organization to carry out their investment activities in Vietnam, in which the most popular selected have been limited liability company, joint stock company and partnerships.

Investment by contributing capital, purchasing shares or capital of business organizations

In addition to the establishment of an economic organization for new investment project as said above, the investors shall be entitled to contribute capital, purchase shares or capital to the existing economic organizations operating in Vietnam. Including:

Capital contribution	a) Buy shares of joint-stock companies through IPOs or additional issuance; b) Contribute capitals to limited liability companies and partnerships; c) Contribute capital to other business organizations not mentioned in above
Shares or capital purchase	a) Buy shares of joint-stock companies from the companies or their shareholders; b) Buy capital contributions to limited liability companies by their members and become members of limited liability companies; c) Buy capital contributions to partnerships by partners and become partners; d) Buy capital contributions to business organizations other than those mentioned above.

Investment under PPP contracts

Investors and project management companies shall sign PPP contracts (Public-Private Partnership contract) with competent authorities to execute an investment project to build new infrastructural works, to improve, upgrade, expand, manage, and operate infrastructural works, or to provide public services.

Investment under business cooperation contracts (BCC)

Business cooperation contract (BCC) means a contract between investors for business cooperation and distribution of profits, products without establishment of a new business organization.

In particular, the most common forms are 1) Investment in establishment of a business organization and 2) Investment by contributing capital, purchasing shares or capital of business organizations, which are considered by majority of small and medium investors due to simpler legal procedures for medim project. Therefore, the information privided below will focus on these two popular forms.

On choosing form of investment, investors must meet certain conditions and comply with the procedures prescribed by law for each form. In general, however, investors should first notice and meet the following basic conditions:

Conditions on investment capital:

For the form of establishment of an economic organization, the investor should demonstrate their capital contribution ability in implementing and maintaining the project through financial credentials, usually bank statements (for individuals) or financial statements/reports of recent years (for organizations/companies).

For the second form, the investors are exempt from providing the above financial proofs, as the financial capacity of the investors should be checked and assessed by the enterprise selling capital/shares or receiving capital contribution.

Conditions on activities:

In Vietnam, some investment and business activities have specific conditions for foreign individuals and organizations and investors should thoroughly understand the regulations prior to their registration of investment in Vietnam,. These may be limitation on the scope of investing activities, professional capacity or the shares of foreign capital in an entity. Often, those conditions are set on the basis of agreements and commitments between Vietnam and the countries of investors, commonly WTO Commitments on Trade in Goods, Services, FTAs, AFAS,…

Therefore the investors should consult with a lawyer or consultant to find out if their investment activities are subject to restrictions by law.

Conditions on the place performing project

In the case of establishment of a new economic organization, a lease contract for office, workshops, warehouses, etc., must be entered into before and included when registering the investment project. However, investors may apply for adjustment if there is a change in location later.

Conditions on the capacity of speciality, management, operation of investors

Among the conditions, although this is an optional condition, it plays an important role in explaining the capacity of the investors in the registration procedure. Investors should provide proof of ability such as professional qualifications, managerial experience, management, work experience, etc., to prove their superiority and to facilitate for the process

Please feel free to contact us by email: huonghue.ht@gmail.com or phone number +84 935 439 454 if you need any further clarification. We look forward to long-term co-operation with you.

05/03/202119/07/2022

SET UP A HOTEL IN VIET NAM

1. Legal procedure to establish a hotel business

Step 1: Apply for a hotel business license and other papers eligible for hotel business.

- Make an application for a investment registration certificate, business registration certificate (submit to the Department of Planning and Investment)
- Apply for a certificate of satisfaction of security and order conditions
- Apply for a certificate of eligibility for fire prevention
- Apply for a food safety certificate (in case of selling to guests outside the hotel)

Step 2: After meeting all the conditions for granting a hotel business license, businesses need to register a star rating with the tourism management agency.

2. Investment Registration Certificate

- A written request for the implementation of an investment project.
- Documents proving legal status
- Investment project proposal
- Proof of investor’s financial capacity
- Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents).
- Proposed demand for land use

Issuing agency: Department of Planning and Investment of the province where the company’s head office is located

Implementation time: It will be done within 15 – 20 working days from the date of submission.

3. Enterprise Registration Certificate (ERC)

Dossier include:

- Notarized copy of ID card or passport
- Application for business registration
- Hotel charter
- List of members, shareholders if above

Issuing agency: Department of Planning and Investment of province and city.

Implementation time: 3-5 working days from the date of submission of complete and valid documents.

4. Security license for the hotel

Dossier includes:

- The business establishment’s written request for a security and order license
- Copy of business registration license
- A resume enclosed with a judicial record card or a personal statement of the person responsible for security and order of the business establishment

Issuing agency: Provincial and city administrative management and social order and safety police.

Implementation time: No more than 05 working days for the specified case. No more than 04 working days for the case of granting change or re-issuance of regulations.

5. Fire Prevention and Fighting License

Dossier include:

- License application
- Fire Prevention Plan
- Hotel map
- Escape map
- List of on-site firefighting forces

Issuer: Fire prevention and fighting in the district or province or city depending on the size and number of floors of construction.

Implementation time: 15 days with fire prevention license.

6. Food Safety and Hygiene license (for hotels that sell food to guests outside the hotel)

Dossier include:

- Application form for Certificate;
- Certificate of business registration or Certificate of enterprise registration or Certificate of investment in the food production and trading industry;
- Description of facilities:
- Production and business floor plan drawings;
- Description of the process of food processing, preservation, transportation, display and sale of food and beverages;
- An explanation of the facility’s facilities, equipment and tools.
- Certificate of knowledge on food safety of the establishment owner and the person directly producing and trading food;
- Certificate of health enough to produce and trade food of the establishment owner and the person directly producing and trading.

Issuing agency: Food safety management board issues the certificate (under the Department of Health)

Implementation time: 30-40 days with a certificate of food hygiene and safety

The term of the certificate is 3 years

7. Application for star rating of tourist accommodation establishments

A set of star rating registration documents includes:

- Application for rating of accommodation facility
- Hotel room map
- List of employees working at the hotel
- Degrees in the major or professional class of the employees
- Scoreboard of standard hotel star rating
- Certificate of business establishment registration (with a copy)
- Certificate of satisfaction of security and order conditions (with a copy)
- Certificate of food safety and hygiene (with a copy)
- Receipt of payment of hotel appraisal fee in accordance with current law

The agency receiving the hotel star rating dossier: Department of Culture, Sports and Tourism.

Time to start submitting the application: After 2 months from the date of having the business registration certificate, with all the above documents.

Implementation time: 30 – 45 days with the certificate.

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Set up a hotel service.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454

04/03/202119/07/2022

ISSUES RELATED TO TRADE ALCOHOL IN VIETNAM THAT FOREIGN INVESTORS NEED TO KNOW

You are a foreign investor wishing to invest in Vietnam to trade alcohol. However, alcohol is a special commodity, foreign investors must meet certain conditions according to Vietnamese law. In this post, HT would like to provide some of the information that foreign investors need to know before deciding to invest in Vietnam.

Alcohol trading in Vietnam is divided into the following popular areas:

– Production of alcohol;

– Distribution of alcohol;

– Wholesale of alcohol;

– Retail of alcohol.

I. GENERAL INFORMATION

1. Production of alcohol

1.1. Conditions for producing alcohol:

* Conditions for mass production of alcohol

- Having an Investment Registration Certificate (IRC);
- Having an Enterprise Registration Certificate (ERC);
- Production lines, machines, equipment and process of producing alcohol shall satisfy the estimated scale of production;
- Requirements for food safety shall be satisfied;
- Requirements for environmental safety shall be met.
- Alcoholic drinks shall be labeled in accordance with regulations.
- Technicians shall have qualifications and skills suited to alcohol production lines.

* Conditions for home production of alcohol for business purposes

- Having an Investment Registration Certificate (ERC);
- Having an Enterprise Registration Certificate (ERC);
- Food safety and labeling of alcohol shall be ensured.

1.2. Rights and obligations of alcohol producers

* Rights and obligations of enterprises producing mass of alcohol

- Have the rights to sell alcohol that they produce to traders having the license for alcohol distribution/wholesaling/retailing or the license for sale of alcohol for on-premises consumption and to alcohol exporters.
- Have the rights to directly retail alcohol and sell alcohol for on-premises consumption that they produce at their stores.
- Be entitled to purchase domestic semi-finished alcohol or import one to produce finished alcohol.
- Be eligible to purchase alcohol from entities producing alcohol at home for re-preparation.
- Comply with regulations on food safety, labeling, fire and environmental safety.
- Make reports and fulfill other obligations specified herein.

* Rights and obligations of enterprises producing alcohol at home for business purposes

- Have the rights to sell alcohol that they produce to traders having the license for alcohol distribution/wholesaling/retailing or the license for sale of alcohol for on-premises consumption and to alcohol exporters.
- Have the rights to directly retail alcohol and sell alcohol for on-premises consumption that they produce at their stores/premises.
- Conform to regulations on environmental safety in the process of their alcohol production.
- Make reports and fulfill other obligations specified herein.

2. Distribution of alcohol

2.1. Conditions for distributing alcohol:

- Having an Investment Registration Certificate (IRC);
- Having an Enterprise Registration Certificate (ERC);
- There should be alcohol distribution systems within at least 02 provinces or central-affiliated cities (including the administrative divisions where the alcohol distributors’ headquarters are located); at least an alcohol wholesaler within each province or central-affiliated city. If the alcohol distributor establishes a branch or business location besides its headquarters for the purpose of alcohol sale, it is not required to ask for confirmation from the alcohol wholesaler;
- A written reference or an agreement in principle shall be made by another alcohol producer, distributor, or a foreign alcohol supplier.

2.2. Rights and obligations of alcohol distributors:

- Import or purchase alcohol from domestic alcohol producers and other alcohol distributors according to the contents stated in-licenses;
- Sell alcohol to alcohol distributors/wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
- Sell alcohol to alcohol exporters;
- Directly retail alcohols at traders’ licensed business locations within provinces or central-affiliated cities.

3. Wholesale of alcohol:

3.1. Conditions for wholesaling alcohol

- Having an Investment Registration Certificate (IRC);
- Having an Enterprise Registration Certificate (ERC);
- There is an alcohol wholesale system in the province or centrally run city where the enterprise is headquartered with at least 01 alcohol retailer. In case the enterprise establishes a branch or place of business outside its head office to trade in alcohol, there is no need for certification from the alcohol retailer;
- There is an introduction document or in principle contract of the alcohol producer, the alcohol distributor or other alcohol wholesaler.

3.2. Rights and Obligations of alcohol wholesalers:

- Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in-licenses;
- Sell alcohol to alcohol wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
- Sell alcohol to alcohol exporters;
- Directly retail alcohols at traders’ licensed business locations within provinces or central-affiliated cities.

4. Retail of alcohol

4.1. Conditions for Retailing alcohol

- Having an Investment Registration Certificate (IRC);
- Having an Enterprise Registration Certificate (ERC);
- Have the right to the legal use of a fixed place of business, and a clear address;
- Have an introduction document or in principle contract of the alcohol producer, the alcohol distributor, or the alcohol wholesaler.

4.2. Rights and Obligations of alcohol retailers:

- Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in-licenses;
- Sell alcohol to sellers of alcohol for on-premises consumption or directly sell to buyers at sellers’ premises according to the contents stated in licenses.

II. TYPES OF LICENSES THAT FOREIGN INVESTORS NEED TO OBTAIN

FOREIGN INVESTORS TRADE-IN ALCOHOL WITH AT LEAST 5.5% ALCOHOL

1. Production of alcohol

- Investment Registration Certificate (IRC);
- Enterprise Registration Certificate (ERC)
- Certificate of eligibility for food safety
- License for alcohol production

2. Distribution of alcohol:

- Investment Registration Certificate (IRC);
- Enterprise Registration Certificate (ERC);
- License for alcohol distribution.

3. Wholesale of alcohol:

- Enterprise Registration Certificate (ERC);
- Investment Registration Certificate (IRC);
- License for alcohol Wholesaling.

4. Retail of alcohol:

- Enterprise Registration Certificate (ERC);
- Investment Registration Certificate (IRC);
- License for alcohol Retailing

In case, foreign investors want to sell alcohol at a retail outlet, foreign investors need to apply for an alcohol retail outlet establishment license.

5. Foreign investors sell both wholesale and retail and establish an alcohol retail outlet

- Enterprise Registration Certificate (ERC);
- Investment Registration Certificate (IRC);
- License for alcohol Wholesaling
- License for alcohol Retailing
- License for alcohol retail outlet establishment.

Agencies issue licenses

- The Ministry of Industry and Trade: License for alcohol distribution, License for mass production of alcohol with a scale of at least 3 million liters/year;
- Departments of Industry and Trade: License for alcohol Wholesaling, License for alcohol retail outlet establishment; License for mass production of alcohol with a scale of under 3 million liters/year
- Offices of Economic or Offices of Economics and Infrastructure affiliated to People’s Committees of districts: License for alcohol Retailing; License for home production of alcohol for business purposes

FOREIGN INVESTORS TRADE IN ALCOHOL WITH LESS THAN 5.5% ALCOHOL

1. Conditions for trading alcohol with less than 5.5% alcohol

- Enterprise Registration Certificate (ERC);
- Investment Registration Certificate (IRC);
- Register its sale with the Office of Economics or Office of Economics and Infrastructure affiliated with the People’s Committee of the district where the seller is located before doing business.

2. Rights and Obligations of trading alcohol with less than 5.5% alcohol

- Be entitled to import, purchase and sell alcohol of legal origin;
- Ensure alcohols are used within their shelf life required by the producer;
- Assume responsibilities according to the Law on Prevention and Control of Harmful Effects of Alcoholic Beverages and other law regulations. It is not required to label alcohol according to Decree No. 105/2017/ND-CP regulations.

In order to save time to learn the procedures, fill out the form, translate, notarize, and wait for the application to be submitted, you can contact HT for Trading Alcohol Legal Services.

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.