CASES OF CAPITAL INCREASE OF JOINT-STOCK COMPANIES

I. Overview of joint stock companies

A joint-stock company is an enterprise in which:

– Charter capital is divided into equal value called shares;

– Shareholders can be organizations or individuals; The minimum number of shareholders is 03 and there is no limit to the maximum number of shareholders;

– Shareholders are only responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise

– Shareholders have the right to freely transfer their shares to others. However, within 3 years from the date the company is granted the enterprise registration certificate, ordinary shares of founding shareholders are freely transferred to other founding shareholders and can only be transferred to non-founding shareholders if approved by the General Meeting of Shareholders and they do not have the right to vote on transfer of such shares.

In addition, shareholders have the right to freely transfer their shares to others, however, it will be limited as above and if in the company’s charter there are specific provisions on the transfer of shares.

II. Cases of capital increase of a joint stock company

Because the charter capital of a joint-stock company is the total par value of shares of all kinds sold. The charter capital of a joint-stock company when registering for business establishment is the total par value of shares of all kinds registered for purchase and stated in the company’s charter.

Cases of capital increase of joint-stock companies (non-public companies)

In accordance with the provisions of law, a joint-stock company will increase its charter capital in the following forms:

– Offering shares to existing shareholders.

– Private placement of shares.

– Public offering of shares.

A public offering of shares is a form for a joint-stock company listed on the stock market (public company).

Accordingly, a joint-stock company must register a change of charter capital within 10 days from the date of completion of the share sale.

– Offering shares to effective shareholders is a case where the company increases the number of shares, types of shares entitled to offer and sells all such shares to all shareholders in proportion to their existing share ownership in the company.
The company must give written notice to shareholders in such a manner as to ensure that it reaches their contact address no later than 15 days before the end of the share registration period.

– Private placement of shares of a joint-stock company must satisfy the following conditions:

+ Not offered for sale through mass media;

+ Offering for sale to less than 100 investors, excluding professional securities investors or only offering for sale to professional securities investors.

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24/11/202324/11/2023

CAN FOREIGN INVESTORS DO REAL ESTATE BUSINESS IN VIETNAM?

1. Can foreign investors do real estate business in Vietnam?

Pursuant to the provisions of Section B Appendix I of Decree 31/2021/ND-CP stipulating the list of industries and trades with conditional market access for foreign investors, real estate business lines fall into this list. Therefore, foreign investors must meet specific conditions announced to be able to access the market.

2. Conditions for foreign investors to do real estate business in Vietnam.

In Clause 10, Article 3 of the Law on Investment 2020 stipulates:

“Market access conditions for foreign investors are conditions that foreign investors must meet to invest in industries and trades on the list of industries and trades restricted from market access for foreign investors.

Except for industries and trades on this List, foreign investors have the same market access as domestic investors.”

Specifically, according to Clause 3, Article 9 of the Law on Investment 2020, market access conditions for foreign investors include:

– Conditions on the percentage of ownership of charter capital of foreign investors in economic organizations;

– Conditions on the form of investment;

– Conditions on the scope of investment activities;

– Conditions on the capacity of investors as well as partners participating in investment activities;

3. Conditions of organizations and individuals doing real estate business

In Article 4 of Decree 02/2022/ND-CP stipulating the conditions of organizations and individuals doing real estate business specifically as follows:

Organizations or individuals doing real estate business must meet the following conditions:

a) To establish an enterprise in accordance with the law on enterprises or cooperatives in accordance with the law on cooperatives, having real estate business lines (hereinafter collectively referred to as enterprises);

b) Information about the enterprise must be disclosed on the enterprise’s website, at the office of the Project Management Board (for real estate investment and business projects), at the real estate trading floor (in case of business through the real estate trading floor) information about the enterprise (including name, head office address, contact phone number, name of the legal representative), information on real estate put into business as prescribed in Clause 2, Article 6 of the Law on Real Estate Business, information on mortgage of houses, construction works, real estate projects put into business (if any), Information on the quantity and type of real estate products being traded, quantity, types of real estate products sold, transferred, leased and purchased and the quantity and types of remaining products that are continuing to do business.

For public information specified at this point that subsequently changes, it must be promptly updated immediately after the change;

c) Only trade in real estate that meets the conditions specified in Articles 9 and 55 of the Law on Real Estate Business.

In case an investor is selected as an investor of a real estate project in accordance with law, such investor must have an equity capital of not less than 20% of the total investment capital for a project with a land use scale of less than 20 hectares, not less than 15% of the total investment capital for projects with a land use scale of 20 hectares or more. When conducting real estate business, the project investor must satisfy the conditions specified in Clause 1 of this Article.

The determination of equity specified in this Clause is based on the results of the most recent audited financial statements or the results of independent audit reports of the operating enterprise (made in the preceding year or year); In case it is a newly established enterprise, the equity capital shall be determined according to the actual charter capital contributed in accordance with the provisions of law.

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20/11/202320/11/2023

FUNCTIONS AND CHARACTERISTICS OF REPRESENTATIVE OFFICE

I. What is a representative office?

According to the provisions of Clause 2, Article 44 of the Law on Enterprises 2020, Representative Offices are:

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.

The name of the representative office must be written with letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

The name of the representative office must include the business name followed by the phrase “Representative office”.

The representative office name must be written or attached at the representative office headquarters. The name of the representative office is printed or written in smaller font size than the Vietnamese name of the enterprise on transaction papers, documents and publications issued by the representative office.

II. Characteristics of Representative Office

– The representative office does not have legal status because it is a dependent unit of the enterprise. One of the conditions for an organization to be considered to have legal status is to participate in relationships on its behalf independently, but all activities of the representative office depend on the business and through authorization, therefore, representative offices do not participate in legal relations in an independent capacity, so they are not considered to have legal status.

– Representative offices do not have business functions but only perform tasks authorized by the enterprise. Accordingly, representative offices are not allowed to directly do business, are not allowed to sign economic contracts with the representative office’s seal, but still sign contracts under the authorization of the enterprise that opened the representative office. and the business seal.

– Due to its nature as a dependent unit with no business function, representative offices do not incur independent tax obligations.

– The representative office still has its name, separate operation registration certificate and separate seal to serve the internal activities of the representative office.

– Financial obligations from representative office operations will depend on the business and be fully paid by the business.

– The enterprise will decide the organizational structure of the representative office and operate according to the permission of the enterprise.

III. Functions of Representative Office

Representative office functions include:

– An intermediary office responsible for communication and transactions with partners;

– Carry out research activities, provide information, and support businesses in accessing new markets and partners;

– Can conduct a market review, detect acts of infringement that adversely affect the enterprise’s business, unfair competition acts of rival enterprises, and represent the enterprise to sue for violations. above;

– Understand the market, promote business investment opportunities of the businesses you represent, excluding the service industry where the establishment of representative offices in that field is regulated in normative documents. specialized law.

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08/11/202308/11/2023

CRITERIA TO DETERMINE SMALL AND MEDIUM ENTERPRISES

According to the provisions of Article 5 of Decree 80/2021/ND-CP, the criteria to identify small and medium enterprises are as follows:

1. Any micro-enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 10 people, total revenue in the year not exceeding 3 billion VND or total capital of the year not exceeding 3 billion VND.

Any micro-enterprise in the field of commerce and services that that has an average annual number of employees who participate in social insurance not exceeding 10 people, total revenue in the year not exceeding 10 billion VND or total capital of the year not exceeding 3 billion VND.

…

Any small enterprises in the field of commerce and service that has an average annual number of employees who participate in social insurance not exceeding 50 people, total revenue in the year not exceeding 100 billion VND or total capital of the year not exceeding 30 billion VND, except micro-enterprises mentioned in Clause 1 of this Article.

…

3. Any medium enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 200 people, total revenue in the year not exceeding 200 billion VND or total capital of the year not exceeding 100 billion VND, except micro-enterprises and small enterprises mentioned in Clause 1 and Clause 2 of this Article.

…

– For micro-enterprises:

Regarding the fields of agriculture, forestry, aquaculture; industry and construction

+ Average number of employees participating in social insurance per year ≤ 10 people

+ Total revenue of the year ≤ 3 billion VND or total capital ≤ 3 billion VND.

Regarding the field of commerce and services:

+ Average number of employees participating in social insurance per year ≤ 10 people,

+ Total revenue of the year ≤ 10 billion VND or total capital ≤ 3 billion VND.

– For small enterprises:

Regarding the fields of agriculture, forestry, aquaculture; industry and construction

+ The average number of employees participating in social insurance per year is ≤ 100 people

+ Total revenue of the year ≤ 50 billion VND or total capital ≤ 20 billion VND

+ Not a micro-enterprise.

Regarding the field of commerce and services:

+ Average number of employees participating in social insurance per year ≤ 50 people,

+ Total revenue of the year ≤ 100 billion VND or total capital ≤ 50 billion VND

+ Not a micro-enterprise.

– For medium enterprises:

Regarding the fields of agriculture, forestry, aquaculture; industry and construction

+ The average number of employees participating in social insurance per year is ≤ 200 people

+ Total revenue of the year ≤ 200 billion VND or total capital ≤ 100 billion VND

+ Not a small enterprise or a micro-enterprise

Regarding the field of commerce and services:

+ The average number of employees participating in social insurance per year is no more than 100 people

+ Total revenue of the year ≤ 300 billion VND or total capital ≤ 100 billion VND

+ Not a micro-enterprise or small enterprise

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03/11/202303/11/2023

WHAT PROCEDURES DO ENTERPRISES MUST DO WHEN BUSINESS SUSPENSION?

I. When businesses temporarily suspend business do they have to notify?

According to the provisions of Article 206 of the Enterprise Law 2020 on suspension, suspension of operations, and termination of business as follows:

1. An enterprise shall send a written notification to the business registration authority at least 03 working days before the suspension or resumption date.

2. The business registration authority and competent authorities are entitled to request an enterprise to suspend or terminate its business operation in the following cases:

a) The enterprise does not fully satisfy the conditions for doing business in restricted business lines must suspend or terminate business operation in the corresponding business lines.

b) Relevant authorities request the suspension in accordance with regulations of law on tax administration, environment and relevant laws;

c) Operation in one or some business lines have to be suspended or terminated under a court decision.

…

When an enterprise temporarily suspends business, it must carry out notification procedures and notification must be made no later than 03 working days before the date of business suspension.

In addition, business registration agencies and competent state agencies can also request enterprises to temporarily suspend business if they fall into the cases specified in Clause 2, Article 206.

Thus, when temporarily suspending business, it is mandatory to notify the competent authorities about the suspension. If the business management agency inspects the enterprise and discovers that it is not actually operating at that branch, while there is no notice of temporary suspension of operations, it will be subject to administrative sanctions.

II. Procedures for temporary business suspension

Profile components:

(1) Notice of temporary business suspension of the enterprise (according to the form in Appendix II-19 issued with Circular 01/2021/TT-BKHDT);

(2) Decision and copy of meeting minutes of the Board of Members (for limited liability companies with 2 or more members), Decision and copy of meeting minutes of the Board of Directors (for joint stock companies); Decision of the company owner (for one-member limited liability company) on temporary suspension of business.

Sequence:

Method 1: Submit the application directly to the Business Registration Office under the Department of Planning and Investment of the province or city where the business is headquartered.

Method 2 – Submit the application for business suspension online, 3 steps are as follows:

Step 1: Submit the application at the National Business Registration Portal (If you do not have one, register an account);

Step 2: Pay fee and register post office;

Step 3: Receive results if results are valid;

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03/11/202303/11/2023

CONDITIONS FOR BUSINESS IN THE LOTTERY INDUSTRY

I. What is the lottery business?

According to the provisions of Clause 1, Article 2 of Decree 30/2007/ND-CP, lottery business lines are:

Lottery business means business activities based on events with random results, which are organized on the principle that a lottery business enterprise collects customers money for participation in winning prizes and pays prizes to prizewinners.

II. Principles of lottery business

According to the provisions of Article 3 of Decree 30/2007/ND-CP, amended by Clause 1, Article 1 of Decree 78/2012/ND-CP as follows:

1. Lottery business is a conditional business, subject to strict control by competent state agencies to ensure that it meets the entertainment needs of a group of people with legitimate income and ensures security, order and social safety. Only enterprises that have been granted a certificate of eligibility for lottery business by a competent state agency are allowed to organize lottery business activities.

2. Lottery business shall be conducted in a transparent, objective and honest manner, and ensure protection of the rights and interests of involved parties.

III. Conditions for doing lottery business

According to the provisions of Article 23 of Decree 30/2007/ND-CP, amended by Clause 1, Article 23 of Decree 78/2012/ND-CP as follows:

To participate in lottery business activities, businesses need a Certificate of eligibility for lottery service business. Conditions to be granted a Certificate are:

1. Lottery business enterprises are one-member limited liability companies in which the State owns 100% capital.

2. Construction lottery companies which are operating after the state company model shall carry out procedures for transformation into one-member limited liability companies in accordance with the Enterprise Law and its guiding documents

3. The organization and operation model of a lottery enterprise must comply with the model of the President, General Director (Director), and controllers, or the President cum General Director (Director) and controllers.

4. The conditions and standards of the President, General Director (Director) and controllers of the lottery enterprise must comply with the Law on Enterprise and relevant legal documents.

5. Lottery businesses are operating under the Board of Members model and continue to do so until the end of their term. The application of the operating model and management organizational structure of the enterprise in the next term shall be carried out in accordance with the provisions of this Decree.

According to the provisions of Clause 1, Article 39 of Circular 75/2013/TT-BTC, the application for a certificate of eligibility for lottery business includes:

1. Dossier applying for grant of Certificate of eligibility for lottery business:

a. Written request for grant of Certificate of business eligibility of lottery company, in which clearly states types of product requesting for being permitted to business;

b. Opinions of owner about grant of Certificate of business eligibility;

c. Plan on organizing business operation of lottery company;

d. Decision to establish an enterprise (authenticated copy);

đ. Enterprise registration certificate (authenticated copy);

e. Operational charter of lottery companies that are approved by owners (copy);

g. The audited financial statement of lottery company in the last year.

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27/10/202327/10/2023

Establish a company, apply for a license to operate advertising services in 2023

1. Advertising industries registered when establishing a company

Industry Code 7310: Advertising
Industry Code 1811: Printing
Industry Code 1812: Print-related services
Industry Code 5911: The production of movies, video films and television shows. Details: Television program production. (except for broadcasting and not performing fire or explosion effects; do not use explosives, incendiary substances, chemicals as props. Instruments for performing art programs, events, films )
Industry code 5912: Post-production activities (except film production and no fire or explosion effects. Do not use explosives, incendiary substances, chemicals as props. Instruments for performing cultural programs, events, films).
Industry Code 5913: The distribution of movies, video films, and television shows. Details: Film and video distribution activities (except film production)
Industry Code 5920: Music recording and publishing activities. Details: Recording activities (except karaoke business)
Industry Code 7410: Dedicated Design Activities. Details: Design printed products such as sketches, makets, drafts. Interior and exterior decoration activities. Graphic design, website design.
Industry code 7420: Photographic activities. Details: Record videos, take photos. (except film production).
Industry code 8230: Trade introduction and promotion organization. Details: Organizing seminars, conferences (do not implement fire or explosion effects. Do not use explosives, incendiary substances, chemicals as props, tools for performing art programs, events, movies).
Industry code 9000: Composing, arts and entertainment activities (except music teahouses, discos. And do not perform fire or explosion effects; Do not use explosives, incendiary substances, chemicals as props and tools for performing art programs, events and movies).

2. A dossier of opening an advertising company includes:

Application for enterprise business registration
List of founding shareholders for joint-stock companies, List of members for limited liability companies with two or more members;
Draft of the company’s charter: must have sufficient signatures of all members; the legal representative and founding shareholders, or the authorized representative of founding shareholders with a joint stock company; legal representatives and members, or authorized representatives with limited liability companies with 2 or more members;
Notarized photo personal certificate (ID card, CCCD)

3. Where to submit an application for opening an advertising agency

The business registration office belongs to the Department of Planning and Investment of the province and city where the head office is located.

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13/10/202320/10/2023

Procedures for applying for a construction permit for enterprises.

1. Conditions for granting construction permits

The works that the enterprise builds must conform to the construction master plan and detailed master plan approved by the agency, in addition to meeting the approved architectural and urban design planning (for areas where there is no detailed planning on construction activities).

The work must conform to the land use planning approved by the competent authority. When carrying out construction, enterprises must have documents proving the lawful use of the construction site such as lease contracts or land use right certificates.

Enterprises must have plans to ensure the safety of construction works and adjacent works. Ensure the requirements of environmental protection, fire protection, technical safety, dikes, energy, traffic and ensure safe distances as prescribed by law.

Construction works must have detailed designs of construction, which have been approved and appraised in accordance with law.

Other conditions depend on the type of construction.

2. Procedures for granting construction permits to enterprises

2.1. Licensing documents

For each type of new construction, the application for a permit is different, including:

A dossier of permit for construction of individual houses includes:

– An application for a construction permit according to the form.

– Documents proving the legal right to use the construction site (valid copy).

– Drawings of construction design.

– Commitment to ensuring safety for adjacent works, ensuring environmental safety …

A dossier of permit for construction of non-linear works includes:

– Application for construction permit.

– Documents proving legal land use rights.

– Decision approving the construction project (copy).

– Drawings of construction design.

– Documents proving, declaring capacity and experience for the project design leader with practicing certificates.

A dossier of permit for construction of a line work includes documents such as a non-linear work, in addition to the following documents:

– Written approval on the suitability of the route location of the project.

– Land acquisition decisions of competent agencies.

For other construction works, additional records shall be made according to the characteristics of such works.

2.2. Construction licensing agency

Agencies competent to grant construction permits include:

– For special level works, they will be licensed by the Ministry of Construction.

– For works of grade I, II, works on historical and religious relics, belonging to foreign-invested projects… it will be licensed by the provincial People’s Committee.

Provincial-level People’s Committees may delegate to Departments of Construction, industrial parks, economic zone and export processing zone management boards for licensing within their competence.

– For housing works and relics under their management, construction permits shall be granted by the district-level People’s Committee.

2.3. Order of Licensing

– Enterprises shall submit dossiers to licensing authorities.

– Within 07 days from the date of receipt of the dossier, the licensing agency must appraise the dossier and organize field inspection.

– Based on the nature and type of construction work, the construction licensing agency shall compare the licensing conditions and send documents to collect opinions of state management agencies on relevant fields.

– The consulted agency shall respond in writing to the licensing authority within 12 days from the date of receipt of the written comment.

– When satisfying the conditions and collecting opinions of specialized agencies, within 30 days, the competent agency shall issue a construction permit to the enterprise.

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13/10/202313/10/2023

CONDITIONS FOR A FOREIGN-INVESTED COMPANY TO BE ALLOWED TO LIST ON THE VIETNAM STOCK EXCHANGE

I. Listing conditions on Vietnam stock exchange

According to Clause 17 Article 6 of Law on Securities 2019:

“Listing of securities is the introduction of qualified securities for trading at the Stock Exchange or Securities Trading Center.”

Specifically, listing is when a securities issuer makes an offering of securities to the public through the Stock Exchange. The issuer’s securities will be listed on a Stock Exchange, and can be bought, sold, and exchanged by investors on the stock market.

If a joint stock company wants to list on the stock exchange in Vietnam, it must meet all conditions for listing. Pursuant to Article 15 of Law on Securities 2019, those conditions are stipulated as follows:

“a) The contributed charter capital is at least 30 billion VND on the offering date according to the accounting books;

b) The company has profit over the last 02 years and has no accumulated loss on the offering date;

c) There is a plan for issuance and use of capital generated by the offering ratified by the General Meeting of Shareholders;

d) At least 15% of the voting shares of the issuing organization must be sold to at least 100 investors who are not major shareholders; In case the charter capital of the issuing organization is VND 1,000 billion or more, the minimum ratio is 10% of the voting shares of the issuing organization;

đ) Major shareholders before the time of the initial public offering of shares of the issuing organization must commit to holding at least 20% of the issuing organization’s charter capital for at least 01 year from the closing date. end the offering;

e) The issuing organization is not under criminal prosecution or has been convicted of one of the crimes of violating the economic management order but has not had its criminal record erased;

g) Have a securities company advise on the registration documents to offer shares to the public, except in cases where the issuing organization is a securities company;

h) Have a commitment and must list or register to trade shares on the stock exchange system after the end of the offering;

i) The issuing organization must open a escrow account to receive money to buy shares in the offering.”

In addition, a joint stock company must also meet other specific conditions according to the regulations of the Stock Exchange.

II. Conditions for foreign-invested companies to be listed on the Vietnam stock exchange

According to point c, clause 1, Article 17 of Decree 194/2013/ND-CP:

“c) Joint stock companies specified in Point c, Clause 1, Article 2 of this Decree shall apply corresponding regulations to Joint Stock Companies.”

And Point c Clause 1 Article 2 Decree 194/2013/ND-CP:

c) Foreign-invested joint stock companies established under Decree No. 38/2003/ND-CP dated April 15, 2003 of the Government on the conversion of a number of foreign-invested enterprises to operates in the form of a joint stock company.”

Thus, based on current law, a joint stock company with foreign investment capital established under Decree 38/2003/ND-CP (expired) has the same rights as a regular joint stock company. , which means it has the right to list on the Vietnamese stock exchange.

According to the provisions of Decree 194/2013/ND-CP regulating the conversion of foreign-invested enterprises to joint stock companies, we can see that foreign-invested companies are completely fully allowed to list on Vietnam stock market:

“Article 14. Listing on the stock market

1. Joint stock companies are allowed to participate in listing on the domestic stock market according to the provisions of law on stock markets.

2. Joint stock companies are listed on foreign stock markets after being approved by competent Vietnamese state agencies”

Companies with foreign investment are completely allowed to list on the Vietnam stock exchange if they meet the above conditions.

In case a foreign-invested company is not a joint stock company, it must carry out procedures to convert the business type to a joint stock company and must meet the requirements of conversion according to law.

Currently, there are a number of companies with 100% foreign investment listed on the Vietnamese stock exchange, including Taya Vietnam Electric Wire and Cable Joint Stock Company (2005), Chang Yih Ceramic Tile Joint Stock Company (2006). , International Foods Joint Stock Company (2006), Everpia Joint Stock Company (2010), Siam Brothers Vietnam Joint Stock Company (2017),…

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12/10/202312/10/2023

PROCEDURES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY DOING CONSTRUCTION AND MEASUREMENT BUSINESS

I. What industries do construction business services include?

According to the provisions of commitment No. 318/WTO/CK, construction services include:

– Construction of high-rise buildings (CPC 512)

– Construction of civil engineering works (CPC 513)

– Erection and installation work (CPC 514, 516)

– Completion work of high-rise buildings (CPC 517)

– Other construction works (CPC 511, 515, 518)

– According to the provisions of the WTO Commitment Schedule No. 318/WTO/CK for services, 100% foreign-owned enterprises will be able to do this service business. Foreign enterprises must be legal entities of a WTO member. In addition to the above regulations, investors need to consider specific industries to know exactly the binding conditions of specialized laws.

II. Conditions for establishing a construction company

Capital conditions:

According to Vietnam’s Schedule of Commitments in the WTO, construction activities do not limit the capital contribution ratio of foreign investors. Therefore, it is possible to establish a company with 1% – 100% foreign capital.

Except for industries requiring legal capital, the capital contributed by investors does not have a minimum level but must be consistent with the scale of operation of the registered company.

Conditions for investment form:

Foreign investors invest in construction services in the following forms:

– Establishment of economic organizations with 100% foreign investment capital;

– Establishment of joint venture economic organizations with foreign investment capital and Vietnamese investment capital.

– Forms of capital contribution, share purchase, capital contribution to Vietnamese economic organizations;

Conditions for business licenses according to specialized laws.

Foreign investors doing business in construction services, after being granted the Investment Registration Certificate and Business Registration Certificate, need to issue a Construction Operation Capacity Certificate for construction companies. Level III and above.

II. Conditions for establishing a construction company

Step 1: Please approve the investment policy

The application dossier for investment policy approval at each level is generally the same, including:

– Document requesting implementation of investment project.

– Documents proving the investor’s legal status.

– Documents proving the investor’s financial capacity.

– Investment project proposal includes the following main contents: investor, objectives, scale, investment capital and capital mobilization plan, labor needs, proposal for investment incentives, cooperation economic and social efficiency of the project.

– Other documents related to the investment project, conditions and capacity requirements of the investor according to the provisions of law (if any).

Step 2: Apply for Investment Registration Certificate

For construction projects that must be approved by competent authorities, after receiving the decision approving the investment policy, the enterprise will be issued an Investment Registration Certificate.

For construction projects that do not require approval decisions, investors must meet the following conditions:

– Investment projects do not belong to industries or professions that are banned from business investment.

– Have a location to implement the investment project.

– The investment project is in accordance with the planning according to the law.

– Meets the conditions of investment rate per land area and number of labor used (if any).

– Meet market access conditions for foreign investors.

Step 3: Establish a construction company with foreign capital

Documents to establish a construction company with foreign capital include:

Application for business registration.

Enterprise’s regulations.

Members list.

Notarized copy of ID card or passport of individual member; copy of the Business Registration Certificate of the member being an organization; Copy of identity card of the legal representative of that organization.

Authorization letter for the person to carry out procedures to open a real estate business company with foreign capital.

Investment registration certificate for foreign investors.

Step 4: Apply for a Construction Activity Capacity Certificate

Dossier to apply for a Certificate of capacity for construction activities includes:

Application for a certificate of competency.

Certified copy of the decision to establish the organization.

A certified copy of the practicing certificate accompanied by a declaration and self-identification of the certificate class or declaration of the practicing certificate code and training qualifications of the individual participating in the work.

Certified copy of the contract, acceptance record of completed construction of the work item, construction work or construction part (in case of specialized construction work) carried out according to the content. declaration content (for class I and class II construction organizations).

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04/10/202304/10/2023

PROCEDURES FOR APPLYING FOR A SURVEYING PERMIT FOR ECONOMIC ORGANIZATIONS WITH FOREIGN INVESTMENT CAPITAL

1. List of surveying and mapping service activities that require a license

Surveying, making plans, projects, technical designs – estimates of surveying and mapping works.

Inspect and accept the quality of construction works and surveying and mapping products.

Build a network of coordinates, altitude, national gravity, and specialized facilities.

Receive and process aerial photo data and aerial photos from aircraft and unmanned aircraft.

Processing remote sensing image data.

Build a national geographic database and establish a national topographic map.

Building a national geographic database, establishing national topographic maps at scales of 1:2,000, 1:5,000;

Building a national geographic database, establishing national topographic maps at scales of 1:10,000, 1:25,000, 1:50,000

Measure and create topographic maps at scales of 1:500, 1:1,000, 1:2,000, 1:5,000

Measure and create topographic maps of the seabed.

Measure and create administrative boundary maps.

Measure and create cadastral maps.

Establishment of administrative maps.

Measure and create nautical charts.

Measure and create project maps.

2. Conditions for granting licenses for surveying and mapping activities

An organization is granted a license to operate surveying and mapping when it meets all of the following conditions:

Business registration certificate in the field of surveying and mapping for business organizations; There is an establishment decision from a competent state agency, which stipulates the functions and tasks of surveying and mapping activities for the public service unit.

Have the following minimum surveying and mapping technical force:

One (01) chief technician with a university degree or higher, major in surveying and mapping, with experience in surveying and mapping activities for at least three (03) years, and a signed labor contract. Pay insurance for one (01) year or more, and must not concurrently be the chief technician of another surveying and mapping organization;

Four (04) technical staff have intermediate level or higher, majoring in surveying and mapping.

Have surveying and mapping technology equipment in accordance with the equipment norms specified in the economic and technical norms of surveying and mapping to produce one (01) surveying and mapping product under the topic. licensing request.

3. Application for issuance of surveying and mapping license

Application for a license to conduct surveying and mapping activities;

A copy enclosed with the original for comparison or a certified copy of the Establishment Decision or Business Registration Certificate;

Copy enclosed with original for comparison or certified copy of professional diploma, labor contract or recruitment decision, documents proving insurance payment, declaration of work history, decision on supplementation Responsibilities of chief technician;

Copies enclosed with originals for comparison or certified copies of professional diplomas, labor contracts or recruitment decisions of surveying and mapping technical staff;

Copies enclosed with originals for comparison of documents on ownership of surveying and mapping equipment and technology, including documents on purchase, sale, rental or transfer of equipment and technology.

Documents to establish a company with foreign investment capital or documents to grant a foreign contractor license in Vietnam.

4. Procedures for applying for a map surveying permit.

Step 1: Organize surveying and mapping activities and compile an application for a surveying and mapping license. Records include: Application for a license to conduct surveying and mapping activities;
Valid copy of Business Registration Certificate or Establishment Decision; Labor records, insurance, experience, and qualifications of the chief technician; Labor records and qualifications of at least 04 technical staff; List of machinery and equipment accompanied by invoices and documents for purchasing machinery and equipment;Some other legal documents./.

Step 2: The organization applying for a surveying and mapping license submits one (01) set of documents to the Department of Natural Resources and Environment where the organization is headquartered (except for cases where the organization requests a license). Licenses for surveying and mapping activities belong to ministries, ministerial-level agencies, Government agencies; central agencies of political, socio-political and socio-professional organizations; Corporations established by the Prime Minister’s decision submit one (01) set of documents to the Vietnam Department of Surveying, Mapping and Geographic Information).

Step 3 : The Department of Natural Resources and Environment is responsible for reviewing and checking the dossier. In case the dossier is incomplete according to regulations, the Department of Natural Resources and Environment is responsible for guiding organizations and individuals to supplement the dossier. For complete records, requesting organizations or individuals to supplement records can only be done once (01).

Step 4 : The Department of Natural Resources and Environment is responsible for appraising the dossier, making a record of headquarters appraisal and interviewing the chief technician and sending the appraisal record along with the dossier to the Department of Surveying, Mapping and Geoinformation. Vietnamese law.

Step 5: Within 03 days from receiving complete and valid documents, the Vietnam Department of Surveying, Mapping and Geographic Information shall issue licenses to organizations and agencies. In case of not being eligible for a license, respond in writing to the organization stating the reason and notify the Department of Natural Resources and Environment.

Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

27/09/202327/09/2023

REGULATIONS ON CRAFT WINE PRODUCTION

1. What is artisanal wine production?

Manual wine production is the production of wine using traditional tools, without using industrial machinery or equipment.

2. Conditions for producing handmade wine for business purposes

Being an enterprise, cooperative, cooperative union or business household established in accordance with the law.
Ensure food safety conditions and alcohol labeling according to regulations

3. Condition Manually produce wine to sell to businesses with industrial wine production licenses for reprocessing

Have a sales contract with an enterprise that has a license to produce industrial alcohol.
In case of not selling alcohol to an enterprise with a License to produce industrial alcohol, organizations and individuals producing alcohol manually must carry out procedures for granting a License to produce alcohol manually for business purposes according to the provisions of the Decree.

4. Producing wine with an alcohol concentration of 5.5 degrees or more

Households and individuals that manually produce wine with an alcohol content of 5.5 degrees or more and sell it to establishments licensed to produce wine for reprocessing must:Register with the People’s Committee of the commune where the production facility is located .

5. Rights and obligations of traders producing artisanal wine for business purposes

To sell the alcohol they produce to traders with licenses to distribute alcohol, wholesale alcohol, retail alcohol, sell alcohol for on-site consumption and traders who buy alcohol for export.
To directly retail alcohol and sell alcohol for on-site consumption for the alcohol they produce at business locations of traders.
Responsible for implementing environmental protection regulations in its wine production activities.
Realimplement reporting regime and other obligations as prescribed in this Decree.

6. Rights and obligations of organizations and individuals producing artisanal wine for sale to businesses with industrial wine production licenses for reprocessing

It is not required to declare the quality of goods, affix wine stamps, or label wine goods according to regulations.
During the process of transporting to the place of consumption, organizations and individuals must present the alcohol purchase and sale contract with the enterprise licensed to produce industrial alcohol to the competent authorities in case of inspection.
Register for craft wine production withCommittee Commune-level People’s Committees according to Form 04 issued with this Decree and are responsible for implementing regulations on environmental protection in their wine production activities.
Do not sell alcohol to organizations or individuals that are not industrial alcohol production enterprises that have signed a sales contract toprocessing again

7. Application dossier for a License to produce artisanal wine for business purposes

Application dossier for a License to produce artisanal alcohol for business purposes (01 set) includes:

1. Application for a License to produce handmade wine for business purposes according to Form No. 01 issued with this Decree.

2. Copy of Certificate of registration of enterprise, cooperative, cooperative union or business household.

3. Copy of Receipt of declaration of conformity with regulations or Certificate of declaration of conformity with food safety regulations (for wine without technical regulations); Copy of Certificate of facility meeting food safety conditions,

4. A list of alcohol product names accompanied by a copy of the alcohol label that the organization or individual produces or plans to produce.

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Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

27/09/202327/09/2023

REGULATIONS ON INDUSTRIAL ALCOHOL PRODUCTION

1. What is industrial wine production?

Industrial wine production is the production of wine on industrial machinery and equipment lines.

2. Conditions for industrial wine production

Is an enterprise established according to the provisions of law.
There are machinery, equipment, and technological processes for wine production that meet the expected scale of production.
Ensure food safety conditions according to regulations.
Ensure environmental protection conditions according to regulations.
Meets regulations on alcohol labeling.
There are technical staff with qualifications and expertise appropriate to the wine production industry.

3. Producing wine with an alcohol concentration of 5.5 degrees or more

Traders producing industrial wine , producing handcrafted wine for the purpose of trading, distributing wine, wholesaling wine, and retailing wine with an alcohol content of 5.5 degrees or moremust have a license ;

4. Rights and obligations of industrial wine production enterprises

To sell alcohol produced by the enterprise to traders with licenses to distribute alcohol, wholesale alcohol, retail alcohol, sell alcohol for on-site consumption and traders buying alcohol for export.
To directly retail alcohol and sell alcohol for on-site consumption of the alcohol they produce at the enterprise’s business locations.
Purchased domestically or imported semi-finished wine to produce finished wine.
You are allowed to buy wine from organizations and individuals that produce wine manually for re-processing.
Comply with regulations on food safety, product labeling, fire prevention and environmental protection.
Implement reporting regime and other obligations as prescribed in this Decree.

5. Application dossier for industrial wine production certificate

Application dossier for industrial wine production license (01 set) includes:

1. Application for a License for industrial wine production according to Form No. 01 issued with this Decree.

2. Copy of Business Registration Certificate or documents of equivalent legal value.

3. Copy of Receipt of publication conformity or Certification declaration of compliance with food safety regulations (for alcohol There are no technical standards yet) ; Copy of certificate certifying that the facility meets food safety conditions .

4. Copy of Decision approving the environmental impact assessment report or confirmation of registration of environmental protection plan or confirmation of registration of environmental protection commitment issued by a competent authority .

5. A list of wine product names accompanied by a copy of the wine label that the enterprise produces or plans to produce.

6. Copies of degrees, professional certificates and recruitment decisions or labor contracts of technical staff.

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Phone: +84 935 439 454.

22/09/202322/09/2023

PROCEDURES FOR APPLYING A FIRE PREVENTION LICENSE FOR A RESTAURANT

I. What is a Fire Protection License?

Fire protection license (abbreviated as PCCC) is a certificate of fire protection design approval. This is a legal document proving that the grantee has met fire protection conditions according to the provisions of the law.

Fire protection license is one of the popular and mandatory sub-licenses when individuals and business organizations have fire prevention and fighting requirements.

II. What is the purpose of applying for a Fire Protection License?

Applying for a fire protection certificate helps businesses, organizations, and individuals ensure the safety of fire prevention and fighting activities, helps minimize the risks of fire and explosion, and increases the ability to handle unexpected problems. suspect, extinguish the fire quickly, thereby minimizing damage to people and property.

III. Documents and Procedures for applying for a fire protection license

a) Document components:

– Copy of business registration certificate;

– Application for issuance of certificate of eligibility for fire prevention and fighting;

– Copy of fire protection approval certificate and fire prevention acceptance document;

– List of employees trained in fire prevention and fighting;

– Statistics table of fire prevention and fighting equipment;

– Fire-fighting plan

b) Procedures:

Step 1: Submit an application for a Fire Prevention and Fighting License

Accordingly, depending on the case of applying for a fire prevention and fighting license, the licensing agency is regulated as follows:

– The Department of Fire Prevention, Fighting and Rescue under the Ministry of Public Security will issue fire prevention and fighting licenses for cases approved and accepted by the Department regarding fire prevention and fighting.

– The Fire Prevention, Fighting, and Rescue Police Department of the Provincial Police will issue fire prevention and fighting licenses for authorized cases.

Step 2: The receiving officer checks the dossier’s validity according to the law’s provisions.

The competent authority will receive the application, check the composition and validity of the application, and comply with regulations.

Step 3: Receive results of Fire Prevention and Fighting License

Based on the appointment date on the application receipt, individuals and organizations go to the place to submit the application to receive the results.

The time limit for processing procedures for applying for a fire protection license is from 5 – 15 working days, calculated from the date of receipt of all valid documents; In case the license is not granted, there will be a written response clearly stating the reason.

Note:

Fire protection license is valid for 3 years from the date of issue. Therefore, businesses and individuals need to pay attention to the time it takes to re-apply for a new license so as not to affect business operations.

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08/09/202308/09/2023

HOW TO HANDLE NOT ENOUGH CAPITAL CONTRIBUTION WITHIN THE PRESCRIBED TIME LIMIT?

I. What are capital contribution and charter capital?

According to the provisions of Clause 18, Article 3 of the Enterprise Law 2020, capital contribution is:

“Capital contribution” means the contribution of capital as charter capital to establish a new company or contribution of additional capital to an existing company.

According to the provisions of Clause 34, Article 4 of the Enterprise Law 2020, the charter capital is:

“Charter capital” means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.

II. Time limit for capital contribution

In Clause 2.3, Article 75 of the Enterprise Law 2020, the time limit for capital contribution is prescribed as follows:

– The owner shall contribute adequate and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration. The time needed to transport or import the contributed assets and for completing ownership transfer procedures will be added to this 90-day period. During this period, the owner shall have rights and obligations that are proportional to the promised capital.

– In the charter capital is not fully contributed by the deadline specified in Clause 2 of this Article, the owner shall register the contributed capital as charter capital within 30 days from the deadline, in which case the owner shall be responsible for the financial obligations incurred by the company during the period before the change in charter capital is registered in proportion to the promised capital.

If, after the prescribed time limit, the committed capital is still not fully contributed, it must register for an adjustment, the charter capital is equal to the contributed capital within 30 days from the last day to fully contribute the contributed capital.

III. How to handle not enough capital contribution within the prescribed time limit?

If the capital contribution is not enough within the prescribed time limit, the investor or enterprise must register for an adjustment, the charter capital is equal to the contributed capital within 30 days from the last day on which the full capital contribution must be made. capital contribution.

According to the provisions of Article 46 of Decree 122/2021/ND-CP, the sanctioning of violations on business establishment is as follows:

1. A fine ranging from VND 10,000,000 to VND 20,000,000 shall be imposed for failing to ensure the number of members and shareholders as prescribed.

2. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for:

a) failure to contribute capital for enterprise establishment or register capital contribution or purchase of shares/stakes of another business organization in the correct form prescribed by law; or

b) upon any entity that does not have the right to contribute capital or purchase shares/stakes but still does so.

3. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:

a) Failure to follow procedures for changing capital or changing members or founding shareholders as prescribed at the business registration authority upon expiry of the time limit for capital contribution and time limit for capital change because members or founding shareholders fail to fully contribute capital but there is not any member or founding shareholder that undertakes to contribute capital;

b) Deliberate contribution of assets with false value.

4. A fine ranging from VND 50,000,000 to VND 100,000,000 shall be imposed for any of the following violations:

a) Doing business as an enterprise without applying for enterprise registration;

b) Carrying on business operation after the enterprise registration certificate has been revoked or while the enterprise is requested by a competent authority to suspend or terminate its business operation.

In case there is a violation of the tax law, it shall be handled according to regulations on sanctioning of administrative violations in the tax field.

5. Remedial measures:

The violator is compelled to:

a) change members contributing capital or purchasing shares/stakes if the violation specified in Point b Clause 2 of this Article is committed;

b) follow procedures for changing capital or members or founding shareholders if the violation specified in Point a Clause 3 of this Article is committed;

c) apply for enterprise registration if the violation specified in Point a Clause 4 of this Article is committed.

Therefore, after the prescribed time limit, if the company has not contributed or has not fully contributed the committed capital, the company will be sanctioned according to the provisions of Clause 3, Article 46 of Decree 122/2021 ND-CP.

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

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28/08/202328/08/2023

PROCEDURES FOR EXPANDING FOREIGN INVESTMENT REGISTRATION CERTIFICATE

I. Legal provisions on investment registration certificates

IRC stands for the phrase Investment Registration Certificate, in the field of investment in Vietnam, this phrase means Investment Registration Certificate.

According to the provisions of Clause 3, Article 11 of the Investment Law 2020, the investment registration certificate is:

“Investment registration certificate” means a physical or electronic document bearing information registered by an investor about an investment project.

II. Cases of carrying out procedures for issuance of investment registration certificates

According to the provisions of Clauses 1 and 2, Article 37 of the Law on Investment 2020, the cases that must and are not required to carry out the procedures for granting an investment registration certificate are:

1. The investment registration certificate is required in the following cases:

a) Investment projects of foreign investors;

b) Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Law.

2. Cases in which the investment registration certificate is not required:

a) Investment projects of domestic investors;

b) Investment projects of the business organizations mentioned in Clause 2 Article 23 of this Law;

c) Investment in the form of capital contribution, purchase of shares or stakes in a business organization;

III. Term of Investment Certificate

The term of the Investment Certificate is the operational term of the investment project. The term of the Investment Certificate shall be considered and decided by the Investment Certificate Authority based on the objectives, scale, location and operational requirements of the investment project. Accordingly, the maximum term of an Investment Certificate is specified in Article 44 of the Investment Law 2020 as follows:

+ The duration of operation of an investment project in an economic zone must not exceed 70 years.

+ The duration of operation of investment projects outside economic zones must not exceed 50 years.

+ Investment projects implemented in areas with difficult socio-economic conditions, areas with extremely difficult socio-economic conditions or investment projects with large investment capital but slow capital recovery. the operation term of the investment project may be longer but must not exceed 70 years.

IV. Procedures for renewal of Investment Registration Certificate

Deadline for submission of extension:

The time to extend the Investment Registration Certificate is before the expiration of the license period, about 3-5 months, the foreign investor needs to carry out the procedures for renewing the investment registration certificate. also extended the duration of the project.

Profile composition:

– A written request for an extension of the operation term of the investment project;

– Decision approving the investment policy;

– Certificate of investment registration;

– Decision on investor approval or papers of equivalent legal value;

– Certificate of land use right or papers of equivalent legal value;

– Documents proving the investor’s financial capacity, including one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company;

– Commitment to financial support of financial institutions;

– Guarantee on the financial capacity of the investor;

– Other documents proving the investor’s financial capacity.

Sequence:

Step 1: Prepare documents: Dossier made in Vietnamese or Vietnamese and English (Documents in foreign languages: must be translated into Vietnamese and notarized).

Step 2: Submit your application:

For investment projects with approved investment policies: Investors submit dossiers to one of the following two agencies:

+ The Ministry of Planning and Investment in case the National Assembly or the Prime Minister is the agency approving the project investment policy;

+ The agency that has issued the investment certificate in case the provincial People’s Committee approves the investment policy.

For an investment project that has been granted an Investment Certificate and is not subject to investment policy approval: The investor shall submit a project extension dossier to the agency that has issued the previous Investment Certificate.

Step 3: Settlement of records:

The competent authority will review and process the application.

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28/08/202328/08/2023

PROCEDURES FOR TRANSFORMATION FROM MULTI-MEMBER LIMITED LIABILITY COMPANIES TO JOINT STOCK COMPANY

I. Legal provisions on multi-member limited liability companies

– A multiple-member limited liability company must have a minimum of 2 members and a maximum of 50 members. A member of a multiple-member limited liability company can be an individual or organization with Vietnamese or foreign nationality. In addition, these members or organizations must not be prohibited from establishing, buying shares, contributing capital, purchasing contributed capital and managing an enterprise based on the information of Article 17 of the Enterprise Law 2020.

– A multiple-member limited liability company will be solely responsible with all its assets because the company has legal status. Members of a multiple-member limited liability company will be responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise.

II. Legal provisions on joint stock companies

According to the provisions of Article 111 of the Enterprise Law 2020, a joint stock company is:

1. A joint stock company is an enterprise in which:

a) The charter capital is divided into units of equal value called shares;

b) Shareholders can be organizations and individuals; the minimum number of shareholders is 03; there is no limit on the maximum number of shareholders;

c) A shareholder’s liability for the company’s debts and liabilities is equal to the amount of capital contributed to the company by the shareholder;

d) Shareholders may transfer their shares to other persons except for the cases specified in Clause 3 Article 120 and Clause 1 Article 127 of this Law.

2. A joint stock company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

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

From the above provisions, a joint stock company has the following characteristics:

– Have at least 3 shareholders

– Joint stock companies have the ability to mobilize capital flexibly because they are allowed to issue shares, bonds and other securities.

– Shareholders are free to transfer capital.

– A joint-stock company is free to transfer its shares without restriction, except for the two cases specified in Clause 3, Article 116 and Clause 3, Article 120:

– Company profits can be paid out in dividends.

III. Procedures for transformation from multi-member limited liability companies to joint stock company

According to the provisions of Clause 4, Article 26 of Decree No. 01/2021/ND-CP, the application for conversion of multi-member limited liability companies to joint stock company includes the documents specified in Article 23 of this Decree:

Application form for enterprise registration.

The company’s charter.

List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company.

Copies of the following documents:

a) Legal documents of the enterprise’s legal representative;

b) Legal documents of members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.

For members and shareholders being foreign organizations, copies of legal papers of the organization must be consular legalized;

The following documents must be attached to the application, including:

– Resolution, decision and copy of the meeting minutes of the Members’ Council of a limited liability company with two or more members on the conversion of the company;

– The transfer contract or documents proving the completion of the transfer in case of transferring the contributed capital; Contract of donation in case of donation of contributed capital; – Papers certifying capital contribution of new members and shareholders;

– The investment registration agency’s document approving the capital contribution, share purchase or purchase of contributed capital of foreign investors or foreign-invested economic organizations, in case the following procedures must be followed: continue to register for capital contribution, purchase of shares and purchase of contributed capital in accordance with the Law on Investment.

Procedure:

Step 1: Prepare 01 set of documents for company transformation

Step 2: Submit your application at the Department of Planning and Investment

The converting enterprise or its authorized person shall carry out the procedures for conversion from a two-member limited liability company to a joint stock company by the following methods:

+ Register your business directly at the Business Registration Office;

+ Business registration via postal service;

+ Register your business via the electronic information network at the National Business Registration Portal (https://dangkytinhdoanh.gov.vn)

Step 3: Get the result

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24/08/202324/08/2023

PROCEDURES FOR RESULT OF DAMAGED INVESTMENT REGISTRATION LICENSE

I. Legal basis

Pursuant to Article 41 of Decree 31/2021/ND-CP, the procedures for re-issuance and correction of information on the Investment Registration Certificate are prescribed as follows:

“1. In case the investment registration certificate is lost or damaged, the investor shall submit a written request for re-issuance of the investment registration certificate to the investment registration agency for re-issuance within 05 days working days from the date the investment registration agency receives the written request.”

II. Implementation process

Pursuant to Article 41 of Decree 31/2021/ND-CP, the process for re-issuance of the Investment Registration Certificate is prescribed as follows:

First: Regarding the application for re-issuance of the Investment Registration Certificate:

– A written request for re-issuance of the Investment Registration Certificate. (Form A.I.17)

– Old IRC photo (if any)

– Power of attorney for individuals + personal papers to act on behalf of the investor (if any)

Second: About the order of execution:

– Step 1: The investor submits a written request for re-issuance of the Investment Registration Certificate to the investment registration agency (Department of Planning and Investment).

– Step 2:

Within 05 days from the date of receiving the investor’s request for re-issuance of the Investment Registration Certificate. The Investment Registration Authority (Department of Planning and Investment) shall re-issue the Investment Registration Certificate. while receiving the investor’s written request.

Third: About the form of implementation:

Submit the application for re-issuance of the Investment Registration Certificate directly at the headquarters of the state administrative agency or send it by post.

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11/08/202311/08/2023

LEGAL PROVISIONS ON OPENING BUSINESS PROCEDURES

I. What is bankruptcy?

According to the provisions of Clause 2, Article 4 of the Law on Bankruptcy 2014, “Bankruptcy is a legal status of an insolvent entity that is declared bankrupt by the People’s Court”.

An enterprise or cooperative is determined to be insolvent when the insolvent enterprise or cooperative being an enterprise or cooperative fails to fulfill its debt payment obligation within 03 months from the date of payment. payment due.

II. Persons who have the right and obligation to file a petition to open bankruptcy proceedings.

Persons who have the right to file a petition for initiation of bankruptcy proceedings specified in Clauses 1, 2, 5, 6, Article 5 of the Law on Bankruptcy 2014 include:

– Unsecured creditor, partially secured creditor.

– Employees, grassroots trade unions, and directly superior grassroots trade unions in places where grassroots trade unions have not been established.

– Shareholders or groups of shareholders owning at least 20% of the ordinary shares or more for a consecutive period of at least 06 months have the right.

– A member of a cooperative or the legal representative of a member cooperative of a union of cooperatives.

Persons obligated to file a petition for initiation of bankruptcy proceedings specified in Clauses 3 and 4, Article 5 of the Law on Bankruptcy 2014 include:

– The legal representative of the enterprise or cooperative.

– Owner of a private enterprise, Chairman of the Board of Directors of a joint-stock company, Chairman of the Members’ Council of a limited liability company with two or more members, owner of a one-member limited liability company, a general partner of a partnership company.

III. Decision to open or not to open bankruptcy proceedings

According to the provisions of Clause 1, Article 42 of the Law on Bankruptcy 2014, “Within 30 days from the receipt of a written request for initiation of bankruptcy process, the Judge shall make a Decision on the initiation of bankruptcy process or refusal to initiate bankruptcy process, except the cases prescribed in Article 105 of this Code”.

– Decision to open bankruptcy proceedings.

+ The judge issues a decision to open bankruptcy proceedings when the enterprise or cooperative is insolvent

+ In case of necessity, before issuing a decision to open bankruptcy proceedings, the judge may convene a meeting with the participation of the petitioner to initiate bankruptcy proceedings, the business owner or the lawful representative of the enterprise. enterprises and cooperatives that are required to open bankruptcy procedures, relevant individuals and organizations to consider and examine the grounds to prove that the enterprise or cooperative is insolvent.

– Decide not to open bankruptcy proceedings.

The People’s Court shall issue a decision not to initiate bankruptcy proceedings if it considers that the enterprise or cooperative is insolvent.

In this case, the applicant requesting the initiation of bankruptcy proceedings shall be refunded the bankruptcy cost advance; requesting insolvent enterprises and cooperatives to perform property obligations that have been suspended under Article 41 of the Law on Bankruptcy 2014 to be continued.

IV. Prohibited activities after the enterprise or cooperative has decided to open bankruptcy proceedings.

According to the provisions of Article 48 of the Law on Bankruptcy 2014, after the decision to open bankruptcy procedures is issued, enterprises and cooperatives are prohibited from performing the following activities:

1. After the Decision on the initiation of bankruptcy is made, the insolvent entity is prohibited from:

a) Dispersing and hiding assets;

b) Paying the unsecured debts, except the unsecured debts incurred after the initiation of bankruptcy process and the employees’ salaries prescribed in Point c Clause 1 Article 49 of this Law.

c) Renouncing the right over debt claim;

d) Making an unsecured debt into a secured or partly-secured debt with collateral which are assets of the entity.

Any transaction prescribed in Clause 1 this Article is invalid and shall be handled according to Article 60 of this Law.

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21/07/202321/07/2023

CAN FOREIGN INVESTORS ESTABLISH A PRIVATE ENTERPRISE OR PARTNERSHIP IN VIETNAM

I. What is a sole proprietorship?

According to the provisions of Article 188 of the Enterprise Law 2020:

1. A sole proprietorship is an enterprise owned by a single individual whose liability for its entire operation is equal to his/her total assets.

2. A sole proprietorship must not issue any kind of securities.

3. An individual may only establish one sole proprietorship. The owner of a sole proprietorship must not concurrently own a household business or hold the position of general partner of a partnership.

4. A sole proprietorship must not contribute capital upon establishment or purchase shares or stakes of partnerships, limited liability companies or joint stock companies.

It can be understood that the above regulation does not clearly state whether individuals who own private enterprises are required to be Vietnamese nationals or foreign nationals. Therefore, the Enterprise Law 2020 does not prohibit or restrict foreign investors from establishing private enterprises in Vietnam.

Currently, the law does not have any specific documents guiding procedures for establishing private enterprises of foreign investors. In addition, there are no regulations guiding the measure of liability for all assets of foreign investors when their assets are abroad.

II. How is the Law on Investment regulated?

According to the provisions of Article 21 of the Law on Investment2020, there are 05 basic forms of economic investment of investors, including:

1. To invest in the establishment of economic organizations.

2. Investment in capital contribution, purchase of shares, purchase of contributed capital.

3. Implementation of investment projects.

4. Investment in the form of BCC contract.

5. New forms of investment and types of economic organizations according to the Government’s regulations.

The concept of “economic organization” is specified in Clause 21, Article 3 of the Law on Investment 2020; then organizations established and operating in accordance with the provisions of Vietnamese law, including enterprises, cooperatives, cooperative unions, and other organizations carrying out investment and business activities.

According to this regulation, a private enterprise is a type of enterprise belonging to an economic organization according to the above regulations.

III. Can foreign investors establish sole proprietorship?

According to the provisions of Clause 22, Article 3 of the Law on Investment 2020, the concept of “Foreign-invested economic organizations” is stated as follows: “Economic organizations with foreign investors as members or shareholders”.

According to the provisions of the Law on Enterprise 2020: A private enterprise is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the enterprise. Therefore, there is no case of a private enterprise established by a foreign investor in which the strange founder is a member or shareholder of that enterprise.

Therefore, it is impossible to have foreign-invested economic organizations with the type of private enterprises owned by foreigners.

Before establishing an economic organization in accordance with the Law on Enterprises, foreign investors must have investment projects and carry out procedures for applying for an Investment Registration Certificate in accordance with the provisions of the law on investment.

Therefore, foreigners cannot carry out procedures for applying for an investment registration certificate; to proceed with the establishment of a private enterprise.

From the above bases, although the current law does not prohibit foreigners from establishing private enterprises in Vietnam, there are no specific guidelines on foreigners being allowed to establish private enterprises in Vietnam.

IV. What is a partnership?

According to the provisions of Article 177 of the Law on Enterprise 2020, a partnership is:

1. A partnership is an enterprise in which:

a) There are least 02 partners 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 in addition to general partners;

b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;

c) Capital contributors are organizations and individuals and are only responsible for the company’s debts to the extent of the amount of capital committed to contribute to the company.

2. A partnership has legal status from the date of issuance of the Certificate of Business Registration.

V. Can foreign investors establish a partnership?

According to the provisions of Section 26, Article 4 of the Law on Investment 2020, “Foreign investors are individuals and organizations in accordance with the Law on Investment”.

Accordingly, Clause 19, Article 3 of the Law on Investment 2020 stipulates that “Foreign investor means an individual with foreign nationality or an organization established under foreign law that carries out business investment activities in Vietnam”.

The establishment of economic organizations for foreign investors is specified in Clause 1, Article 22 of the Law on Investment 2020 as follows:

Investors shall establish economic organizations according to the following provisions:

a) Domestic investors establish economic organizations in accordance with the law on enterprises and laws corresponding to each type of economic organization.

b) Foreign investors establishing economic organizations must satisfy market access conditions for foreign investors specified in Article 9 of Law on Investment 2020;

c) Before establishing an economic organization, foreign investors must have investment projects, carry out procedures for issuance and adjustment of investment registration certificates, except for the case of establishment of innovative start-up small and medium-sized enterprises and innovative start-up investment funds in accordance with the law on support for small and medium-sized enterprises.

Therefore, when foreign investors want to invest in Vietnam, they must have investment projects, carry out procedures for issuance and adjustment of investment registration certificates and establish economic organizations .

At the same time, according to the provisions on the enterprise registration dossier in Article 20 of the Enterprise Law 2020, for the type of partnership, there are specific provisions in the establishment dossier that a copy of the Investment Registration Certificate for foreign investors must be present.

From the above bases, if a foreign investor wants to establish a partnership in Vietnam, he just can participate in the form of capital contribution to the partnership.

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18/07/202318/07/2023

CONDITIONS FOR TEMPORARY IMPORT AND RE-EXPORT BUSINESS CONDITIONS

1. General provisions on temporary import and re-export services

According to the provisions of Clause 1, Article 39 of the Law on Foreign Trade Management 2017, the business of temporary import for re-export is A trader that imports products from a foreign country to Vietnam territory or from customs-controlled areas to domestic market and exports these products to other countries or customs-controlled areas shall comply

Note:

a. Goods subject to temporary import for re-export business activities may only be circulated within the Vietnamese territory for a certain period (not exceeding 60 days from the completion of temporary import procedures). (Clause 4, Article 13 of Decree 69/2018/ND-CP)

b. When being imported into the Vietnamese territory, goods temporarily imported for re-export must go through customs procedures and be supervised and inspected by this agency until they are exported out of the Vietnamese territory.

c. Business units may consume goods temporarily imported for re-export but must comply with specialized laws.

2. Goods that are not temporarily imported for re-export

According to the provisions of Article 40 of the Law on Foreign Trade Management, goods banned from temporary import for re-export include:

“a) Hazardous wastes, scraps and wastes;

b) Products that are prohibited from the temporary importation or merchanting trade according to international treaties to which the Socialist Republic of Vietnam is a signatory;

c) Products that have been used and can raise the commercial fraud;

d) Products that pose a high risk of environmental pollution, epidemics and effects on human health and life”.

In addition, in the case of environmental, health, life or security reasons, the Minister of Industry and Trade may issue a public announcement/decision on which goods are suspended from trading in temporary import for re-export.

3. Procedures for business registration of temporary import for re-export service

About the procedure:

According to the provisions of Clause 3, Article 6 of Circular 12/2018/TT-BCT, the agency competent to approve the dossier is the Import-Export Department – the Ministry of Industry and Trade.

About profile:

According to the provisions of Articles 13 and 19 of Decree 69/2018/ND-CP, the dossier may vary depending on the type of goods.

1. For goods subject to import ban, restriction, etc., the application dossier consists of:

“a) An application for license to trade in temporary importation, stating the goods to be traded (description, HS headings, quantity, and value); import and export checkpoint: 1 original.

b) A business registration certificate or a business registration certificate: 1 copy bearing the trader’s stamp.

c) Import contract and export contract signed by the enterprise with foreign customers: 1 copy each with the trader’s stamp.

d) A report related to the license for temporary importation, indicating quantity of goods that was temporarily imported and exported: 1 original”.

2. For other cases of temporary import for re-export and for goods subject to prohibition, restriction, etc., the composition of the dossier will be the same as above, but the report will be omitted.

3. For conditional goods, procedures for applying for a business code for temporary import for re-export must be carried out.

4. For ordinary goods (not in the cases mentioned above), the unit only has to carry out customs procedures on the spot.

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12/07/202312/07/2023

CAN FOREIGN INVESTORS DO BUSINESS IN AIRBNB SERVICES IN VIETNAM?

I. Vietnamese legal basics on AIRBNB service

The Vietnamese prevailing law has not yet stipulated specifically the AIRBNB service model, but it can be understood that this is a type of service that operates on an application platform that links between the party who would like to rent a house, the room for the purpose of resort and the party whose house or room needs to be rented out for the same purpose.

By the above definition, the AIRBNB service can be identified as the service providing tourist accommodation facilities, belonging to the travel service, and the type of residence is tourist apartments. According to the provisions of Clause 3, Article 21 of Decree 168/2017/ND-CP, a residence apartment is an apartment with necessary equipment and services to serve tourists. Guests can self-cater during their stay.

As for the question of whether foreign investors can do business in AIRBNB services in Vietnam, this depends on the type of industry that the foreign investor chooses. Including: Operating travel and tour services; arrange accommodation, hotels; sublease tourist sites.

Pursuant to the provisions of Article 30 of the Law on Tourism 2017 and Commitment no.318/WTO/CK-DV, foreign investors are only allowed to do business in travel services when they have entered into a joint venture with a domestic investor and are only allowed to do business related to international travel services.

II. Mandotary conditions

Depending on the type of industry that the investor chooses, a number of requirements may be demanded:

– Regarding travel services, it shall meet the conditions of the Law on Tourism 2017

– Regarding the service of accommodation establishments and hotels, they shall meet conditions of Decree 168/2017/ND-CP

Conditions about doing business

At first, foreign investors set up by themselves or have to enter into joint ventures with domestic investors (if required by law) and apply for an investment registration certificate.

Secondly, foreign and domestic investors shall register for business establishment according to regulations.

Thirdly, the enterprise after being established applies for other sub-licenses because travel services, specifically accommodation services, are conditional business lines.

Conditions about sub-license

At first, according to the provisions of Point 1, Clause 1, Article 8 of Decree 96/2016/ND-CP, accommodation services must ensure security and order requirements.

Secondly, according to the provisions of Decree No. 136/2020/ND-CP, the AIRBNB service business unit may have to carry out procedures for applying for a fire prevention and fighting license. Cases subject to fire prevention and fighting management are factories, enterprises, warehouses, working offices, hospitals, schools, theaters, hotels, markets, commercial centers, force camps. armed forces and other works. Thus, if the accommodation service establishment integrates with the hotel service, it must meet the above license conditions.

Thirdly, pursuant to Articles 39 and 49 of the Law on Environmental Protection 2020, accommodation service providers might, depending on the size, nature and type of the unit, apply for environmental registration or apply for an environmental registration. environmental license.

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11/07/202311/07/2023

PROCEDURES FOR ESTABLISHMENT OF ONE MEMBER LIMITED LIABILITY COMPANY

I. Laws on single-member limited liability companies

About the company model:

According to the provisions of Article 74 of the Enterprise Law 2020, a single-member limited liability company is:

“1. A single-member limited liability company is an enterprise owned by a single organization or individual ((hereinafter referred to as “owner”). The owner’s liability for the company’s debts and other liabilities shall be equal to the company’s charter capital.

2. A single-member limited liability company has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.

3. A single-member limited liability company must not issue shares except for equitization.

4. Single-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law”.

Regarding the amount of capital contributed to the establishment of the company:

According to the provisions of Article 75 of the Enterprise Law 2020, the amount of capital contributed to the establishment of a single-member limited liability company includes:

First, the initially registered charter capital of a single-member limited liability company is the total assets promised by the owner and shall be written in company’s charter.

Secondly, the owner shall contribute adequate and correct assets as promised when applying for enterprise registration.

Third, in the charter capital is not fully contributed by the deadline specified in Clause 2 of this Article, the owner shall register the contributed capital as charter capital

Fourthly, the owner’s liability for the company’s financial obligations and the damage caused by the failure to contribute or to fully and punctually contribute charter capital prescribed by this Article shall be equal to all of the owner’s assets.

II. Procedures for establishing a single-member limited liability company.

About profile composition:

According to the provisions of Article 24 of Decree 01/2021/ND-CP, the application file for registration of the establishment of a single-member limited liability company includes:

“1. Application form for enterprise registration.

2. The company’s charter.

3. Copies of the following documents:

a) Legal documents of the enterprise’s legal representative;

b) Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative.

If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;

c) Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents”.

About the process and procedures:

Step 1: Prepare a set of documents to establish a limited liability company.

Step 2: Submit an application for a Business Registration Certificate.

Payment can be made through one of the following two methods:

+ Submit directly at the Business Registration Office under the Department of Planning and Investment where the company is expected to have its head office.

+ Submit online on the National Business Registration Portal at: https://dangkyquamang.dkkd.gov.vn/ (must have a business registration account).

Step 3: Get the Business Registration Certificate (can be received in person or by post).

Step 4: Announce the content of registration of newly established enterprises on the National Portal after being granted the Certificate of Business Registration.

Step 5: Engrave the seal of the legal entity.

+ The enterprise has the right to decide on the form, quantity, and content of the company’s seal;

+ The seal must show the following information: Enterprise name + Enterprise tax code;

Step 6: Create a bank account with declare initial tax return

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04/07/202304/07/2023

PROCEDURES FOR ESTABLISHMENT OF PARTNERSHIP COMPANY

I. Rules on the partnership company

About the legal model:

Partnership is one of the business models recognized by Vietnamese law. Pursuant to the provisions of clause 1, Article 177 of the Enterprise Law 2020, in order for an enterprise to be recognized as a partnership, it must satisfy the following conditions:

“a) There are at least 02 partners 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 in addition to general partners;

b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;

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

Notes:

1. A partnership has the status of a juridical person from the date on which the Certificate of Enterprise Registration is granted.

2. A partnership is not allowed to issue any kind of securities.

About partner:

A “partner” of a partnership comprises general partners and limited partners. In which, the general partner is responsible for the property obligations with all his/her assets. In contrast, limited partners are only liable to the extent of the amount of capital they have committed to contribute.

In the corporate governance model, the Members’ Council is at the top. All members of the company are members of the Members’ Council. Regarding the mode of operation, the Chairman of the Members’ Council may hold a meeting of the Members’ Council when he or she considers it necessary or at the request of a general partner. In case the President of the Members’ Council fails to hold a meeting at the request of a general partner, such members might hold a meeting of the Members’ Council.

About assets:

Pursuant to Article 179 Enterprise Law, assets of partnerships mainly consist of:

First, assets that are contributed by the partners and have been transferred to the company;

Secondly, assets created under the partnership’s name;

Finally, assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names.

II. Procedures for the establishment of partnerships

About dossiers:

In accordance with Article 20 Law on Enterprise 2020, components of dossiers comprise:

“1. The enterprise registration application form.

2. The company’s charter.

3. The list of partners.

4. Copies of legal documents of the partners.

5. Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment’’.

In which, according to Article 22 of Decree 01/2021/ND-CP, copies of legal papers include:

“a) Legal papers of individuals for company members being individuals; Legal documents of the organization for members of the company being an organization; Legal documents of the individual for the authorized representative and the document appointing the authorized representative.

For members being foreign organizations, copies of legal papers of the organization must be consular legalized;

b) An investment registration certificate, for the case where the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other foreign investment documents. implementation manual”.

About procedures:

Step 1: Drafting legal documents

Step 2: Submit an electronic application at the National Enterprise Registration Portal and pay fees

Within 03 working days, the business registration agency will process the application and notify the results.

Step 3: Amend and supplement the dossier at the request of the competent authority (if any).

Step 4: Receive the Certificate of Business Registration by post or directly.

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30/06/202330/06/2023

CONDITIONS FOR FOREIGN INVESTORS TO DO BUSINESS IN THE LOGISTICS INDUSTRY

I. General rules on business conditions

Pursuant to the provisions of Article 233 of the Commercial Law 2005, Logistics service is a type of service in which one party who is a trader organizes one or more activities including goods receipt, transportation, storage, warehousing, and execution of customs formalities, other legal proceedings, customer consultation, packaging, packaging, marking, delivery, or other service activities related to the agreed goods for remuneration. from customers.

General conditions on perform Logistics service

According to Article 4 of Decree 163/2017/ND-CP, in order for a trader to be able to provide logistics services, a trader must satisfy the following conditions:

– Regarding investment and business conditions according to the provisions of law for such services;

– If a trader conducts part or all of its logistics business electronically shall connect to the internet, mobile telecommunications network, or other open networks, it must comply with the law on e-commerce …

Can foreign investors do Logistics business?

In accordance with Vietnam’s Service Commitment No. 318/WTO/CK with the WTO and the Investment Law 2020 along with relevant legal regulations, Vietnam allows foreign investors to do logistics services with certain mandatory conditions.

II. Specific conditions for doing logistics business for foreign investors

Pursuant to Section 11 Service Commitment No. 318/WTO/CK and Clause 3, Article 4 of Decree No. 163/2017/ND-CP, in addition to meeting the conditions for investment and electronic means, Foreign investors in countries or territories that are members of the World Trade Organization may provide logistics services under the following conditions:

a. For cargo transport services classified as sea transport services (except for inland transport):

– The foreign investor may establish companies operating ships flying the Vietnamese flag or contribute capital, purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 49%. The total number of foreign seafarers working on the ship flying the Vietnamese flag (or registered in Vietnam) under the ownership of these companies in Vietnam shall not exceed 1/3 of the ship’s personnel. The captain or first mate must be a Vietnamese citizen.

– The foreign sea transport company may establish an enterprise or contribute capital, purchase shares or stakes in another enterprise.

b. For container handling services classified as auxiliary services for sea transport

Some areas may be used exclusively for the provision of services or procedures for issuance of licenses may be completed in these areas, the foreign investor may establish an enterprise or contribute capital, purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 50%. The foreign investor may establish a commercial presence in Vietnam under a business cooperation agreement.

c. For container handling services classified as auxiliary services for multimodal transport, except for services provided at airports

The foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 50%.

d. For customs clearance services classified as auxiliary services for sea transport

The foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise that is invested in by a domestic investor. The foreign investor may establish a commercial presence in Vietnam under a business cooperation agreement.

đ. For other services

Including bills of lading inspection, cargo brokerage, cargo inspection, sampling and weighing services; goods receipt and acceptance services; and preparation of transport documents, the foreign investor may establish an enterprise or contribute capital or purchase shares or stakes in another enterprise which is invested in by a domestic investor.

e. For cargo transport services classified as inland waterway transport services or cargo transport services classified as rail transport services

g. For cargo transport services classified as road transport services

The foreign investor may provide such services under a business cooperation agreement or establish an enterprise or contribute capital, or purchase shares or stakes in another enterprise, provided the holding of the foreign investor in such company does not exceed 51%. All drivers of the enterprise must be Vietnamese citizens.

h. In case of business in air transport services, the provisions of the law on aviation shall be complied with.

i. For technical inspection and analysis services

– Regarding the services provided to exercise the authority of the Government, they may be provided by an enterprise that is invested in by a domestic investor after three years or by an enterprise in which foreign investment is not limited after five years from the date on which the private service provider is allowed to provide such services.

– It is not allowed to provide vehicle inspection services and issue certificates to such vehicles.

– The provision of technical analysis and inspection is limited in the areas determined by the competent authority for national defense and security reasons.

Notes: In case an international treaty governs otherwise, the international treaty shall apply.

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30/06/202330/06/2023

CAN FOREIGN INVESTORS DO E-COMMERCE BUSINESS?

I. The concept of e-commerce operations

According to the provisions of Clause 1, Article 3 of Decree 52/2013/ND-CP dated 16/05/2013, E-commerce activities are the conduct of part or the whole process of commercial activities by electronic means connected to the Internet, mobile telecommunications networks, or other open networks.

Moreover, according to the provisions of Decree 09/2018/ND-CP dated 15/01/2018 on guiding the Commercial Law:

Foreign investors are allowed to participate in e-commerce activities including:

– Foreign individuals residing in Vietnam.

– Foreign traders and organizations have a presence in Vietnam through investment activities, setting up branches, representative offices, or setting up websites under Vietnamese domain names.

Thus, according to the above regulations, foreign investors in the form of individuals or commercial economic organizations are entitled to do business in e-commerce services in Vietnam

II. Conditions for doing e-commerce business

According to the provisions of the Investment Law 2020, e-commerce business lines are conditional industries. Specifically, for foreign investors to do e-commerce business, it is necessary to meet the following conditions:

For each type of e-commerce business, enterprises will have certain conditions, types of e-commerce activities of entrepreneurs:

– E-commerce website for sales.

– Websites providing e-commerce services include the following types:

+ E-commerce trading platform.

+ Online auction website.

+ Other types of websites prescribed by the Ministry of Industry and Trade.

With applications installed on electronic devices with network connection that allow users to access databases of other traders, organizations, and individuals to buy and sell goods, supply or use services, depending on the features of that application, traders, organizations must comply with regulations on e-commerce websites for sale or websites providing e-commerce services in Decree 52/2013/ND-CP.

Accordingly, traders and individuals operating e-commerce business need to comply with the following principles:

1. Principles of freedom and voluntary agreement in e-commerce transactions

Entities participating in e-commerce activities have the right to freely negotiate not contrary to the provisions of law to establish the rights and obligations of each party in the transaction. This agreement is the basis for resolving disputes arising during the transaction.

2. Principles for determining the scope of business activities in e-commerce

If traders, organizations, and individuals conducting activities of selling goods, providing services and promoting trade on e-commerce websites do not specify the geographical limitations of these activities, such business activities shall be considered to be conducted nationwide

3. Principles for defining obligations to protect consumers’ interests in e-commerce activities

a) Owners of e-commerce websites selling goods and sellers on websites providing e-commerce services must comply with the provisions of the Law on Protection of Consumers’ Interests when providing goods and/or services to customers.

b) Customers on websites providing e-commerce services are consumers of e-commerce services and consumers of goods and services provided by sellers on this website.

c/ Where traders or organizations providing e-commerce services provide information on goods and/or services of sellers to consumers on e-commerce websites, such traders or organizations shall be third parties in providing information in accordance with the law on protection of consumers’ interests.

4. Principles of trading in goods and services restricted from trading, conditional business, conditional business lines, and lines of investment through e-commerce.

E-commerce activities for goods and services restricted from trading, conditional business, conditional business lines, and industries must comply with relevant legal provisions.

Entities applying e-commerce to trade in goods and/or services restricted from trading or conditional business goods and services must comply with legal provisions related to the trading of such goods and/or services.

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28/06/202328/06/2023

CASE REQUIRED IMPORT AND EXPORT LICENSE FOR FOREIGN INVESTORS

I. What is an import and export license?

In accordance with the current law, the concept of an import and export license is not defined. According to the Commercial Law 2005, the Foreign Trade Management Law 2017 and related legal documents, it can be understood: An import and export license is a document issued by a competent state agency, allowing enterprises to import and export domestic or foreign goods in and out of customs border gates for commercial purposes lawfully and comply with the provisions of the law.

II. How does the law regulate the export and import of foreign investors?

According to the provisions of Clause 2, Article 3, Article 4, Decree 69/2018/ND-CP stipulating export and import procedures for foreign-invested economic organizations or foreign investors as follows:

“Foreign-invested economic organizations and branches of foreign traders in Vietnam, when conducting export and import activities governed by this Decree, must comply with Vietnam’s commitments in treaties to which the Socialist Republic of Vietnam is a contracting party, The list of goods and the roadmap shall be announced by the Ministry of Industry and Trade and at the same time implement the provisions of this Decree and other relevant laws.”

“1. Regarding goods exported or imported under licenses, traders exporting or importing must obtain permits from concerned ministries or ministerial-level agencies.

2. Regarding goods exported or imported under conditions, exporting, and importing traders must satisfy conditions prescribed by law.

For goods on the list of exported and imported goods subject to inspection according to the provisions of Article 65 of the Law on Foreign Trade Management, traders exporting and importing goods shall be subject to inspection by competent agencies in accordance with law.

For goods other than those specified in Clauses 1, 2 and 3 of this Article, traders shall only have to settle export and import procedures at customs offices.”

Therefore, an export license is a document issued by a competent agency to an individual or organization that satisfies the conditions for exporting goods as prescribed by law depending on the list of goods that foreign investors or foreign-invested economic organizations want to do business.

Goods exported and imported under licenses, according to conditions, promulgating the List of goods exported and imported under licenses and conditions in Appendix III of Decree 69/2018/ND-CP

III. Some imported and exported goods require permits

List of goods exported and imported under licenses under the management of the Ministry of Industry and Trade

STT	Exported goods	Form of management
1	Industrial precursors.	Export license.
2	Explosive precursors, industrial explosive materials.	Export license.
3	Types of goods exported according to quotas set by foreign countries. (The Ministry of Industry and Trade announces in accordance with Vietnam’s international agreements or commitments with foreign countries).	Export license.
4	Goods subject to export control in accordance with the provisions of international treaties to which Vietnam is a contracting party, announced by the Ministry of Industry and Trade for each period.	Export license.
5	Goods subject to automatic export license issuance: The Ministry of Industry and Trade shall announce the list of goods subject to automatic export license issuance regime for each period and licensing organizations according to current regulations on licensing.	Automatic export license.
	Imported goods	Form of management
1	Goods subject to import control in accordance with the provisions of treaties to which Vietnam is a contracting party shall be announced by the Ministry of Industry and Trade for each period.	Import license.
2	Goods subject to automatic import license issuance: The Ministry of Industry and Trade shall announce the list of goods subject to the automatic import license regime for each period and the licensing organization according to current regulations on licensing.	Automatic import license
3	Goods subject to tariff quota regime: a) Salt. b/ Raw tobacco. c) Poultry eggs. d) Refined sugar, raw sugar.	Import license
4	Industrial precursors.	Import license

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26/06/202326/06/2023

SETTING UP A SMALL-SCALE FOOD SERVICE IN VIETNAM

In order for an establishment of a small-scale food service, the owner must meet the requirements for a statutory license. Depending on the model and size, each facility may have additional specific license conditions. The following article will provide an overview of the required licenses.

I. Enterprise registration certificate

One of the requirements for a catering establishment is a business license. The specific type of business will rely on the needs of the owner. There are 6 optimal options including sole proprietorships, partnership company, single-member limited liability company, multi-member limited liability company, joint stock company, and household businesses.

Pursuant to Law on Enterprise and Decree No. 01/2021/ND-CP, each different type, dossier may be different. Basically, the application file will include the Certificate of the establishment of the enterprise/household business, the Charter (not applicable to business households), a List of members (for many members), Personal legal documents, Power of attorney (if any) and some other documents at the request of state agencies (if any).

The time limit for settlement: Less than 5 working days from the date of duly receipt.

Authority agencies: Business office – Department of Planning and Investment where the business site locates.

II. Certificate of satisfaction of food safety conditions

In accordance with clause 10 Article 5 Law on Food Safety, one of the prohibited acts when producing and trading food is not having a certificate of satisfaction of food safety conditions in accordance with the law.

However, according to the provisions of clause 10 Article 3 and point d clause 1 Article 12 of Decree 15/2018/ND-CP, it is mentioned that a small-scale food business establishment is not requested for a Food Safety License. In detail, a small-scale food business establishment is an establishment that is registered as a household business by individuals, groups of individuals, or households and is not granted an enterprise registration certificate or a business registration certificate or an investment certificate as prescribed by law. Because they are not required to be granted a certificate of food safety and hygiene, small-scale business establishments only have to ensure food safety and hygiene conditions. According to Article 22 of the Law on Food Safety 2010, these conditions include:

“a. Ensuring safe distance from toxic and contaminating sources;

b. Having sufficient technically qualified water for food production and trading;

c. Having appropriate equipment for food production and trading that neither harm nor contaminate food;

d. Using materials, chemicals, food additives, processing aids, food-packaging tools, and food packages and containers in preliminary processing, processing, and preservation of food;

đ. Complying with regulations on health, knowledge, and practices of persons directly engaged in food production and trading;

e. Collect and treat waste in accordance with the law on environmental protection;

h. Maintaining food safety assurance conditions and storing trading-related information to ensure the tracing of food origin”.

III. Other sub-licenses

Depending on the level of discharge and the area of the premises, the small food and beverage business may have to meet the conditions of environmental registration or environmental permits.

Depending on the size or height of the facility, a building permit may be required.

Depending on the structure or size, your service business may need to obtain a Fire Protection Certificate from the Ward Police.

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22/06/202322/06/2023

WHICH ENTITIES NEED TO HAVE THE ENVIRONMENTAL LICENSE?

I. Definition of environmental license

Under clause 8 Article 3 Law on Environmental Protection, an environmental license means a document issued by a competent authority to an organization or individual (hereinafter referred to as “entity”) involved in business activities, permitting such organization or individual to discharge waste into the environment and manage waste and scrap imported from foreign countries as production materials by environmental protection requirements as prescribed by prevailing law.

II. Entities shall apply for an environmental license

Under Article 39 Law on Environmental Protection, two entities shall apply for an environmental license:

– Entities 1: Investment projects of Group I, Group II, and Group III generate and discharge wastewater, dust, and exhaust gas into the environment which must be treated or generate hazardous waste, which must be managed by regulations on environmental protection before officially operating.

The above subjects that fall into the case of urgent public investment projects by the law on public investment are exempt from environmental permits.

– Entities 2: Investment projects, establishments, concentrated production, business and service zones, and industrial clusters operated before January 1, 2022, with the same environmental criteria as object 1.

III. Time limit of environmental license

Under clause 4 of Article 40 of Law on Environmental 2020, the time limit of environmental license relies on the entities. Specifically:

– 07 years, regarding group I investment projects;

– 07 years, regarding businesses, dedicated areas for production, business operation, and service provision, and industrial clusters operating before the effective date of this Law and applying environmental criteria as Group I investment projects;

– 10 years, regarding the license holders not mentioned in Points a and b of this Clause;

– The validity period may be shorter than that specified in Points A, b, and c of this Clause at the request of the investment project owners, businesses, and investors in the construction and commercial operation of infrastructure in dedicated areas for production, business operation, and service provision and industrial clusters (hereinafter collectively referred to as “investment project/business owners”).

IV. Dossiers, and procedures for granting an environmental license

Under the provisions of Article 43 of the Law on Environmental Protection 2020 and Article 29 of Decree 08/2022/ND-CP govern in detail several articles of the Law on Environmental Protection:

a) An application file for an environmental license includes:

– A written request for an environmental permit.

– Report on the proposal for an environmental license.

– Other legal and technical documents of investment projects, facilities, production, business, service centers, and industrial clusters.

b) Orders and procedures for an environmental license

– Owners of investment projects and establishments shall send dossiers of applications for environmental licenses to competent agencies specified in Article 41 of this Law. Dossiers are sent in person or by post or electronically through the online public service system;

– The competent agency issuing an environmental license is responsible for organizing the receipt and checking the validity of the dossier; publicizing the contents of the report on the proposal for the grant of an environmental permit, except for information classified as state secret or enterprise secret as prescribed by law; consult with relevant agencies, organizations, and individuals; actual inspection of information on investment projects, establishments, concentrated production, business and service zones, and industrial clusters; organize the assessment and grant of environmental permits.

The procedure of handling administrative dossiers and announcing results is carried out in person, by post, or sent electronically through the online public service system at the request of the investment project owner;

– In case an investment project, establishment, concentrated production, business and service zone, or industrial cluster discharges wastewater into irrigation works, the environmental permit-granting agency must obtain opinions by documents and obtain the consent of the state agency managing the irrigation works before granting the environmental permit;

– In case of investment projects, establishments located in concentrated production, business and service zones, or industrial clusters, the environmental licensing agency must obtain written opinions from the construction and business investors trading in the infrastructure of such concentrated production, business, and service zones or industrial clusters before the issuance of environmental 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 the Environmental license.

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

21/06/202322/06/2023

PROCEDURES FOR RE-ISSUANCE OF INVESTMENT REGISTRATION CERTIFICATE

I. Procedures for re-issuance of the Investment Registration Certificate

According to the provisions of Article 41 of Decree 31/2021/ND-CP, in case the Investment Registration Certificate is lost or damaged, the investor shall submit a written request for re-issuance of the Investment Registration Certificate to the investment registration authority for re-issuance.

1. Order of re-issuance of investment registration certificate

Step 1: The investor submits a written request for re-issuance or correction of the Investment Registration Certificate to the Department of Planning and Investment according to its competence;

Step 2: Department of Planning and Investment re-issue the Investment Registration Certificate

2. Profile composition

A written request for re-issuance of the Investment Registration Certificate

Quantity: 1 set of documents

In case of authorization, it shall be accompanied by a written authorization of the applicant

3. Time limit for processing applications

Within 5 working days from the date of receipt of a valid dossier, the Department of Planning and Investment shall re-issue the Investment Registration Certificate

II. Procedures for proofreading the Investment Registration Certificate.

According to the provisions of Article 41 of Decree 31/2021/ND-CP, in case the Investment Registration Certificate is stored as electronic data in the National Investment Information System with different contents than the Investment Registration Certificate, the Investment Registration Certificate whose contents are correctly recorded according to the contents in the investment registration dossier legal validity.

1. Order of re-issuance of investment registration certificate

Step 1: The investor submits a written request for amendment of the Investment Registration Certificate to the Department of Planning and Investment according to its competence;

Step 2: The Department of Planning and Investment re-issues or revises the Investment Registration Certificate.

2. Profile composition

A written request for correction of the Investment Registration Certificate.

Quantity: 1 set of documents

In case of authorization, it shall be accompanied by a written authorization of the applicant

3. Time limit for processing applications

Within 3 working days from the date of receipt of a valid dossier, the Department of Planning and Investment shall correct the information of the Investment Registration Certificate.

III. Things to note when re-issuing an investment registration certificate

In case the Investor wants to amend information on the Investment Registration Certificate at the same time as the re-issuance of the Investment Registration Certificate, the Investor shall enclose the dossier of wanting to amend such information on the Investment Registration Certificate.

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 Law.

- Email: hue.truong@htlaw.vn
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20/06/202320/06/2023

IS ENVIRONMENTAL REGISTRATION COMPULSORY WHEN DOING RESTAURANT BUSINESS?

I. What is environment registration?

Pursuant to clause 9 Article 3 Law on Environmental Protection, “Environmental registration” means a business investment project owner or business owner registering with a regulatory body about waste discharge-related contents and environmental protection measures of such business investment project owner or business owner.

II. Cases in which environmental registration is demanded or exempted

In accordance with Appendix XVI of Decree 08/2022/ND-CP, restaurant services with an area of less than 200m2 are not required to carry out environmental registration procedures. In addition, pursuant to Clause 2 Article 32 of Decree 08/2022/ND-CP, restaurant services that do not generate waste or only generate domestic solid waste of less than 300 kg/day are managed by regulations of the local government; or generating less than 05m3/day of waste water, less than 50m3/hour of waste gas, shall be treated by on-site equipment or managed according to regulations of local authorities. Thus, not every restaurant with an area larger than 200 square meters is required to register.

Moreover, in the process of production, if the unit generates excess waste, it is requested to register or apply for an environmental permit. If environmental permit is not compulsory, the registration procedure is mandatory.

Cases requiring an environmental permit include business cases in groups I, II, and III according to the provisions of the Law on Environmental Protection. For the restaurant business, in particular, the requirements for environmental permits are set in the following cases:

– Waste water is generated more than 500m3/day.

– Waste water, dust and gas generated must be treated before being discharged into the environment or treated by on-site wastewater treatment facilities as mentioned by Law on Environmental protection and technical regulations of local government.

– Hazardous waste is generated during operation. Total weight from 1,200kg/year or more or from 100kg/month or more.

– The restaurant is built in an area of sea land, forest land or historical site.

Source of rules: Clause 2 Article 25 Decree no. 08/2022/ND-CP

In conclusion, waste is generated during the business process but not in the cases mentioned above and is not exempted from registration, the business entity must conduct environmental registration.

III. Content of environmental registration

In accordance with clause 4 Article 49 Law on Environmental, environmental registration shall cover: a) General information about the investment project/business. b) Type of production, business and service; technologies, capacity, products; raw materials, fuels and chemicals used (if any). c) Type and quantity of waste generated. d) A scheme to collect, manage and treat waste as prescribed. đ) Commitments to environmental protection. Competent agency dealing with dossiers: Commune people’s committee.

IV. Procedure of environmental registration

Application for environmental registration shall contain:

a) Environmental registration document of the owner of the investment project or establishment according to regulations of Form No. 47, Appendix II issued with Circular no. 02/2022/TT-BTTMT.

b) A copy of the decision on approval for the environmental impact assessment report appraisal result of the investment project or establishment.

Reception form:

Applications can be submitted in person; indirectly by post or online on the public service portal to the Commune People’s Committee.

For investment projects established in the area with 02 or more commune-level administrative units, the owner of the investment project or establishment can choose the commune-level People’s Committee for environmental registration.

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

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

13/04/202313/04/2023

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

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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

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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

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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.

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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.

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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.

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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.

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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.

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

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.

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

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.

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.

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

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

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.

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 and Branch.

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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.

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 and Branch in Vietnam.

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- Phone number: +84 935 439 454.

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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- Phone number: +84 935 439 454.

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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