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DO INVESTMENT CERTIFICATES HAVE TO BE ADJUSTED WHEN ADDING TRADES?

1. Regulations on investment registration certificates?

According to the provisions of Clause 11 Article 3 of the Law on Investment 2020, an Investment Registration Certificate is an official document issued to investors to record information related to investment projects. The certificate can be provided in paper or electronic form, depending on the specific preferences and requirements of the investor.

– If requested by the investor, the Investment Registration Certificate can be issued in written form. This paper copy will be printed and certified by the competent investment registration agency.

– If the investor chooses this method, the Investment Registration Certificate will be provided in the form of an electronic document. This electronic copy has legal validity and is issued by the investment registration authority, ensuring confidentiality and transparency of information.

– The investment registration certificate, whether paper or electronic, will fully record important information about the investment project. This information includes:

  • Name of investor and contact information.
  • Information about the investment project, including purpose, scale, investment capital, implementation location, and other relevant factors.

– Both paper and electronic copies have equivalent legal validity and are accepted in legal transactions related to investment projects.

– In the case of electronic copies, the investment registration authority will ensure information safety and confidentiality, prevent unexpected modifications and ensure the integrity of registration data.

2. Do investment certificates have to be adjusted when adding trades?

According to Clause 2, Article 41 of the Law on Investment 2020, investors will carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate.

The contents of the Investment Registration Certificate are specified in Article 20 of the Investment Law 2020, including:

– Name of the investment project.

– Investors.

– Investment project number.

– Location of the investment project, land area used.

– Objectives and scale of investment projects.

– Investment capital of investment projects (including contributed capital of investors and mobilized capital).

– Operation duration of the investment project.

– Progress of investment projects, including:

  • Progress of capital contribution and mobilization of capital sources.
  • The progress of the implementation of the main operational objectives of the investment project, in case the investment project is divided into phases, the implementation progress of each phase must be prescribed.

– Forms of investment incentives and support and grounds and conditions for application (if any).

– Conditions for investors to implement investment projects (if any).

Pursuant to Clause 2, Article 41 of the Law on Investment 2020, investors shall carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of an investment project changes the contents of the Investment Registration Certificate. Thus, in case the addition of business lines does not change the objectives of the investment project specified in the Investment Registration Certificate, the enterprise is not required to carry out procedures for adjustment of the Investment Registration Certificate in accordance with the provisions of law.

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance for  Investment certificates

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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.

FUNCTIONS AND CHARACTERISTICS OF REPRESENTATIVE OFFICE - HTLaw

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.

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance for Representative office

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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.

…

CRITERIA TO DETERMINE SMALL AND MEDIUM ENTERPRISES - htlaw

– 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

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance for Enterprise

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

1. Advertising industries registered when establishing a company

  1. Industry Code 7310: Advertising
  2. Industry Code 1811: Printing
  3. Industry Code 1812: Print-related services
  4. 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 )
  5. 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).
  6. Industry Code 5913: The distribution of movies, video films, and television shows. Details: Film and video distribution activities (except film production)
  7. Industry Code 5920: Music recording and publishing activities. Details: Recording activities (except karaoke business)
  8. Industry Code 7410: Dedicated Design Activities. Details: Design printed products such as sketches, makets, drafts. Interior and exterior decoration activities. Graphic design, website design.
  9. Industry code 7420: Photographic activities. Details: Record videos, take photos. (except film production).
  10. 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).
  11. 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).
    1.  

 

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

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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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.

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

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.

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance with Procedures for applying for a surveying permit.

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Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

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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 .

REGULATIONS ON CRAFT WINE PRODUCTION - htlaw

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.

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance with Fire prevention license.

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Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

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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 ;

REGULATIONS ON INDUSTRIAL ALCOHOL PRODUCTION- htlaw

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.

To save time on researching procedures, filling out forms, notarizing, and waiting to submit documents, you can contact HT for consultation and assistance with Fire prevention license.

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Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

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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.

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

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

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

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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.”

Procedures for result of damaged investment registration license - htlaw.vn

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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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.

Can foreign investors establish a private enterprise or partnership in Vietnam? - htlaw.vn

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.

       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 – Investment Law.

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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.

Procedures for establishment of partnership company - htlaw.vn

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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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.

Labor dispatch business lines of foreign businesses - htlaw.vn

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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The procedure for establishing an online education company

online education -htlaw

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.

online education -htlaw

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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Setting up an international travel business in Vietnam

Setting up a travel business in Vietnam - HT law

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

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

Setting up a travel business in Vietnam

Legal grounds:

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

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

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

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

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

III. Operating conditions for foreign-invested international travel business

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

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

IV. Setting up an international travel business

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

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

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

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

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

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

–    Note:

1. Number of dossiers: 1 set

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

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

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Import and export of petroleum in Vietnam

HTLaw - Import and export petroleum in Vietnam

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

HTLaw - Import and export petroleum in Vietnam
HTLaw - Import and export petroleum in Vietnam

A. For foreign-invested economic organizations:

Schedule of WTO commitments:

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

Law of Vietnam:

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

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

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

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

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

B. For Vietnamese investors

I. Conditions for petroleum import and export

1. Enterprises established in accordance with the law

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

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

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

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

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

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

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

Ministry of Industry and Trade

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

For the new issues, the dossier includes:

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

b) Copy Certificate of business registration;

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

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

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

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

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

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

III. Duration

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

IV. Fees

According to the regulations of the Ministry of Finance.

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

Authority to withdraw: Ministry of Industry and Trade

Cases:

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

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

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

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

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

VI. Import and Export Limits

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

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

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

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

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

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

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

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

VII. Note

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

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

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

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

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

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

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Establishing a household business trading e-cigarettes in Vietnam

Trading e-cigarette in Vietnam - HTlaw

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

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

Trading e-cigarette

1. Some points to note

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

-> E-cigarettes are considered tobacco products.

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

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

2. Apply for a Business Household Registration Certificate

No.ContentDetails
1Authority to grant(District-level business registration authority Finance - The Finance – Planning Department affiliated to the district-level People’s Committee) where the business household is located
2Dossiers1. Application for household business registration
2. Identity Card/ Citizen Identity Card for the owner of a business household
3. Identity Card /Citizen Identity Card of household members registered for business (in case the household business is established by family household members)
4. Minutes of meeting of household members on the establishment of a business household (in case the household business is established by family household members)
5. A written authorization from a household member for one member to be the head of the household business (in case the household business is established by family household members)
6. Location rental contract and Certificate of land use right of the rented location
3Settlement time03 working days from the date of receipt of valid application.

3. Apply for a Tobacco Retail License

No.ContentDetails
1Conditions1. Traders established in accordance with the law.
2. The business location does not violate the regulations on places not to sell cigarettes as prescribed in Clause 2, Article 25 of the Law on Prevention and Control of Tobacco Harms 2012:
Smoking is not allowed outside the gates of kindergartens, kindergartens, primary schools, junior high schools, high schools, medical research institutes, hospitals, maternity homes, preventive health centers, stations commune, ward or township health care center within 100 meters (m) of the nearest campus boundary of that facility.
3. There is a written introduction from the distributor or wholesaler of tobacco products, clearly stating the proposed business area.
2Authority Industry and Trade Chamber or Economy Department (a specialized agency affiliated to the People's Committee of a district, town or provincial city)
3Dossiers1. An application form for a license to retail tobacco products
2. Business household registration certificate
3. Tax code registration certificate
4. Letter of introduction of the distributor or wholesaler of tobacco products, clearly stating the proposed business area
4Settlement time15 working days from the date of receipt of complete and valid documents
5Term of the license5 years. In case of continuing business, traders trading in tobacco products shall submit the application for re-issuance of the license 30 days before the expiration of the license.
6Rights and obligations of retail traders- To purchase tobacco products from tobacco product distributors or tobacco product wholesalers for sale at licensed locations.

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

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Set up a manufacturing company in Vietnam

Factory in Vietnam - HTlaw

I. Choosing the location to set up a factory

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

II. Please approve the environmental impact assessment report

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

Environmental impact assessment records

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

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

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

Dossier for certification of the environmental protection plan includes:

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

III. Apply for an Investment Registration Certificate

For the project, the policy must be approved

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

Dossier of application for policy approval include:

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

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

For projects that do not require approval of investment policies

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

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

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

IV. Apply for a Certificate of Business Registration

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

Dossier to apply for a Business Registration Certificate:

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

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

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

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

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

Apply for a factory building permit

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

A construction permit dossier includes:

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

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

V. Apply for a fire protection license

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

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

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

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Opening a language center in Vietnam

Language center - htlaw

I. Conditions for establishing a foreign language center

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

1. Conditions for foreign language centers to conduct educational activities

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

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

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

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

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

II. Authority to establish foreign language centers

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

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

III. Procedures to set up a foreign language center

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

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

IV. The establishment of a foreign language center dossier

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

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

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

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

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

2. For the director of a foreign language center

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

3. For teachers and staff of foreign language centers

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

4. For other staff in the language center

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

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

5. Some other information to prepare:

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Set up a company in the fitness industry

fitness company in vietnam - htlaw

With increasing interest in health and physique nowadays, many foreign investors want to invest in the fitness industry in Vietnam.

The process to open a company in the fitness industry is as follows: 

1. Procedures for issuance of investment registration certificates

(For foreign investors only)

 Fitness business has not been committed in Vietnam’s WTO service commitments. Therefore, when conducting a project in Vietnam, investors must send a set of documents to the Ministry of Planning and Investment, the Ministry of Culture, Sports and Tourism for opinions and approval on fitness business with foreign investment.

With the approval of the Ministry, the foreign investor shall carry out the procedures for granting an investment registration certificate.

Time to carry out procedures for issuance of investment registration certificates: 10-15 working days

2. Procedures for issuance of business registration certificates

Time: 03 – 05 working days

fitness company in vietnam - htlaw

3. Procedures for granting a certificate of eligibility for sports business

Conditions to be granted a certificate of eligibility for sports business:

Having a team of professional officers and employees suitable to the contents of activities;

There are facilities and equipment to meet the requirements of sports activities

3.1. Professional staff requirements:

The professional staff of a sports business enterprise includes:

1. Sports training instructors must meet one of the following conditions:

      • Being a coach or athlete with a level 2 or higher or equivalent in accordance with business registration sports activities;
      • Possessing an intermediate or higher degree in physical training and sport relevant to the registered sport activities;
      • To receive professional training in sports according to the regulations of the Minister of Culture, Sports and Tourism.

2. Lifeguards.

3. Medical staff.

3.2. Facilities requirements: 

1. Practice location

      • The practice room has an area of at least 60 m2, the distance from the floor to the ceiling is at least 2.8 m, the training space must be well ventilated.
      •  The distance between training equipment is guaranteed from 10cm to 30cm;
      • Light from 150 lux or more;
      • Sound system in good working condition;
      • There is a toilet, changing area, and a place to store personal belongings for practitioners; have a first aid bag as prescribed by the Ministry of Health;

The rules include the following main contents: Training time, participants in exercise, subjects not allowed to participate in training, measures to ensure safety during exercise.

  2. Training equipment must comply with the provisions of Circular 10/2018 of the Ministry of Culture, Sports and Tourism.

Above is HT’s advice on setting up a company in the gym business.

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454
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The procedure of establishing a foreign jewelry

Set up a foreign jewelry company in Vietnam

Are you passionate about fashion and gemstone jewelry?

Are you a foreign investor wishing to invest in Vietnam to trade gemstone jewelry?

Have you find the best way to run your business in Vietnam effectively and legally?

According to the Vietnam regulations, you need a business location in Vietnam and below licenses in order to establish a company to import, export, wholesale and trade jewelry with gold, silver and precious stones:

1. The Investment Registration Certificate;

2. The Enterprise Registration Certificate;

3. The Business License;

4. The Retail License (if applicable);

5. Written confirmation of fire prevention and fighting.

I. The Investment Registration Certificate (IRC)

According to the WTO Commitments Schedule, from January 11 2010, there are no more extended restrictions on distributing products that are allowed to be distributed (as long as the products are allowed to be manufactured in Vietnam). Thus, import, export and retail jewelry with gold, silver and precious stones belong to Wholesale services (CPC 622), Retail services (CPC 631 + 632).

Based on The Law of Investment 2020, Foreign investors are allowed to establish companies with 100% foreign capital to import, export, wholesale and retail jewelry with gold, silver, and precious stones.

Estimated Schedule for obtaining the Investment Registration Certificate: It will be done within 15 – 20 working days since the date of submitting.

II. Application for an Enterprise Registration Certificate (ERC)

Enterprise Registration Certificate is a document recording information about business
registration that the business registration office issues to an enterprise.

Estimated Schedule for obtaining the Enterprise Registration Certificate: It will be done within 5 – 7 working days from the day since the date of submitting.

III. The Business License

The foreign investors and foreign-invested business entities, and other entities involved in the sale of goods and other related activities of foreign investors and foreign-invested business entities in Vietnam must apply for the Business License before retailing the products in Vietnam.

By Article 9, the Decree 09/2018/NĐ-CP, Conditions for issuing business license:

1. A foreign investor from a country or territory which has acceded to a treaty to which Vietnam is a signatory and under which Vietnam has committed to open its market for sale of goods and other related activities shall:

a) Meet market access conditions prescribed in international treaties to which Vietnam is a signatory;

b) Acquire a financial plan deemed qualified to apply for a business license;

c) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year.

2. A foreign investor not from a country or territory which has acceded to a treaty to which Vietnam is a signatory shall:

a) Meet conditions prescribed in Points b and c Clause 1 of this Article;

b) Meet the criteria below:

– In accordance with special law;

– In conformity with the extent of competitiveness of domestic enterprises within the same sector;

– Employment creation for domestic workers;

– Potential and actual contribution to the state budget.

The validity period of a business license: 05 years

Estimated Schedule for obtaining the Business License: It will be done within 45 working days from the day since the date of submitting.

IV. The Retail License (if applicable)

By the Decree 09/2018/NĐ-CP,  Retail outlet means the place where retailing is conducted.

A retail outlet other than the first retail outlet is the outlet established by the same foreign investor or foreign-invested entity that has already a retail outlet in Vietnam or sharing the same name or brand name with at least a retail outlet established by a foreign-invested entity in Vietnam.

By Article 22, the Decree 09/2018/NĐ-CP, Conditions for setting up retail outlet

1. Setting up the first retail outlet

a) Acquire a financial plan for setting up a retail outlet;

b) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year;

c) The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.

2. Setting up retail outlet other than the first retail outlet

a) In case of without requiring compliance with an economic needs test:

Conditions prescribed in Clause 1 of this Article shall be met.

b) In case of requiring compliance with an economic needs test:

– Conditions prescribed in Clause 1 of this Article shall be met; 

– Economic needs test criteria prescribed in Clause 2 Article 23 of this Decree are fulfilled.

Economic needs test (ENT)

1. Circumstances requiring compliance with ENT

Setting up a retail outlet other than the first retail outlet, unless such retail outlet is less than 500m2 in size and located in a shopping mall and not classified as a convenience store or mini
supermarket.

2. ENT criteria

a) The scale of the relevant geographic market being affected by to-be-retail outlet*;

b) The number of existing retail outlets in the relevant geographic market;

c) Impact of the retail outlet on the market stability and operating activities of other retail outlets and traditional markets in the relevant geographic market;

d) Impact of retail outlet on traffic density, environment hygiene, fire safety in the relevant geographic market;

dd) Potential contribution of the retail outlet to the socio-economic development of the relevant geographic market, in particular: 

– Employment creation for domestic workers;

– Potential contribution to the development and modernization of the retailing sector in the relevant geographic market;

– Improvement of environment and living conditions of inhabitants in the relevant geographic market;

– Potential and actual contribution to the state budget.

The validity period of the license for establishment of retail outlet: The validity period of a license for the establishment of a retail outlet shall be as long as the remaining duration of the certificate of registration for the project of setting up a retail outlet.

In case of the absence of the certificate of registration for investment, the validity period of the license for the establishment of a retail outlet shall be as long as the duration specified in the retail outlet documentation;

Estimated Schedule for obtaining the Business License: It will be done within 45 working days from the day since the date of submitting

V. Written confirmation of fire prevention and fighting.

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Set up a private scientific research institute

scientific research - htlaw

According to Article 9 of the Law on Science and Technology and Clause 2, Article 3 of Decree 08/2014 / ND-CP guiding the Law on Science and Technology, private research institutes in the field of education are understood as scientific organizations and non-public technology.

I. Conditions for establishment of scientific and technological organization

The scientific and technological organization is established upon satisfaction of the following conditions:

1. Charter of organization and operation

a) Name of the scientific and technological organization includes full name, international transaction name and abbreviated name (if any) that are written in the letters in the Vietnamese alphabet, possibly with the letters F, J, Z, W, numerals and symbols that can be pronounced. The full name includes the form of scientific and technological organization and its proper name;

The name of the organization must be consistent with the main areas of operation, not overlap with other scientific and technological organizations, not use words and symbols in violation of historical, cultural, ethical traditions and habits and customs of the people, ensure non-infringement of intellectual property rights of organizations and individuals who are protected in Vietnam.

b) Objectives and line of operation of the scientific and technological organization must not violate the provisions of Article 8 of the Law on Science and Technology and other relevant legal documents;

c) Head office with address clearly defined by administrative name, telephone and fax number and e-mail (if any);

d) Representative

dd) Functions, duties and powers of the scientific and technological organization are consistent with the objectives and line of operation;

e) Area of operation: related to one of the areas of scientific research and technological development, experimental implementation, trial production, product making, and business as a result of scientific research and technological development, scientific and technological services;

Where the scientific and technological organization is established by an individual, the area of operation is stipulated in Clause 4, Article 20 of the Law on Science and Technology;

g) Organizational structure, duties, and powers of titles of leadership and other organs of the scientific and technological organization;

h) Charter capital of organization including cash and other assets converted into money; the principle of increase and decrease in working capital and other financial principles;

i) Conditions, order, and procedures for the merger, division, separation, and dissolution (if any).

k) Commitment to compliance with the law.

2. Human resources for science and technology

a) Each scientific and technological organization must have at least 05 (five) persons with a university degree or higher working full-time and part-time in which there is at least 30% have professional skills in accordance with the key areas applied for operation registration and at least 40% working full-time;

In case of establishment of a scientific and technological organization for the development of new science and technology, the scientific and technological organization must have at least one person with a university degree related to the sector registered for operation working full-time;

b) The head of a scientific and technological organization must have a university degree or higher with management experience and appropriate professional capacity;

For a scientific and technological organization as a university education facility, its head must meet the conditions stipulated by the law on university education;

3. Material and technical facilities

Being entitled to own or use head office, workshop, laboratory, machinery, equipment, intellectual property, and other material and technical facilities to perform the functions and tasks of the scientific and technological organization;

100% foreign capital company - htlaw

II.Procedure for establishment of scientific and technological organization with foreign capital and non-public scientific and technological organization

Dossier for the establishment of scientific and technological organization with foreign capital includes:

a) Application for establishment of a scientific and technological organization under the form specified by the Ministry of Science and Technology;

b) Documents certifying the legal status of foreign organizations;

c) Judicial records of the head of a scientific and technological organization with foreign capital;

d) Draft Charter of organization and operation;

dd) Establishment project of the scientific and technological organization includes the explanation about the necessity of establishment, conformity with strategy and plan for scientific and technological development and economic development of Vietnam, objectives, contents, areas, operating range of science and technology in Vietnam; scale investment; the anticipation of human resources of science and technology; financial analysis (if any);

e) Documents evidencing the satisfaction of conditions;

g) Document of Peoples’ Committee of provinces and centrally-affiliated cities where the organization’s head office is located approves the location of the head office of the scientific and technological organization;

h) Audited financial statements or other documents of equal value in the latest financial year of the organization or individuals;

Documents in the dossier specified in this Clause in a foreign language must be translated into the Vietnamese language;

Documents specified at Point b, c, and h must be legalized by the consulate;

Where the project to establish the scientific and technological organization is associated with the investment of works construction, the accompanied dossier includes the investment project of works construction (feasibility study report) under the regulations of law on investment of works construction;

2. The order and procedures for establishing a foreign-invested science and technology organization include:

a) The dossier is made in 02 (two) sets and sent to the Ministry of Science and Technology by post or directly;

b) Within 05 working days from the date of receipt of the dossier specified in Clause 1 of this Article, the Ministry of Science and Technology shall check the validity of the dossier. In case the dossier is invalid, the Ministry of Science and Technology shall notify in writing the organization or individual for modification and supplementation.

In case the dossier is valid, the Ministry of Science and Technology shall send the dossier to the concerned ministries, branches and agencies for opinions;

c) Within 15 working days from the date of receipt of the application for permission to establish a foreign-invested science and technology organization, the relevant ministries, branches and agencies shall give their opinions in writing. and take responsibility for the content according to their management functions;

d) Within 45 days after receiving a complete and valid dossier, the Minister of Science and Technology shall decide to permit the establishment and approve the charter of organization and operation of the science and technology organization have foreign capital and send a copy of the Decision permitting the establishment of a foreign-invested science and technology organization to the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Public Security, the People’s Committee of the province, the city directly under the Central Government where the approved organization is headquartered;

dd) In case of disapproval, the Ministry of Science and Technology shall send a written notice to the organization or individual clearly stating the reason;

e) Within 90 days from the date of issuance of the decision to permit the establishment, the foreign-invested science and technology organization shall conduct its establishment.

III. Procedures for scientific and technological operation registration

1. Dossier for registration of scientific and technological organization includes:

a) Application for scientific and technological operation registration;

b) Decision on the establishment of the scientific and technological organization;

c) Curriculum vitae of the head of the scientific and technological organization;

d) Charter of organization and operation which has been approved by the agencies, organizations and individuals;

dd) Documents proving sufficient manpower and technical facilities as prescribed by law for scientific and technological operation, except for cases of scientific and technological organizations which have been appraised by the competent authorities;

Organizations and individuals registering the scientific and technological operation are responsible before law for the contents declared in the dossier specified in this Clause;

2. Order and procedures for registration of scientific and technological activities include:

a) The application for registration of scientific and technological activities shall be made in 02 (two) sets and sent to the Department of Science and Technology by post or directly;

b) If the application is incomplete as prescribed in Clause 1 of this Article, within 05 working days from the date of receipt of the dossier, the Department of Science and Technology must notify the organization or personally  in writing to amend or supplement;

c) Within 15 working days from the day on which the complete application is received, the Department of Science and Technology is responsible for granting the Certificate of registration of scientific and technological activities. In case the application for registration of scientific and technological activities is not approved, the agency competent to register scientific and technological activities shall send a written notice to the organization or individual clearly stating the reason. do.

3. The Department of Science and Technology where the science and technology organization’s head office is located shall grant the certificate of registration of scientific and technological activities to the science and technology organization

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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SET UP A HOTEL IN VIET NAM

Set up a hotel in Vietnam - htlaw

1. Legal procedure to establish a hotel business

Step 1: Apply for a hotel business license and other papers eligible for hotel business.

    • Make an application for a investment registration certificate, business registration certificate (submit to the Department of Planning and Investment)
    • Apply for a certificate of satisfaction of security and order conditions
    • Apply for a certificate of eligibility for fire prevention
    • Apply for a food safety certificate (in case of selling to guests outside the hotel)

Step 2: After meeting all the conditions for granting a hotel business license, businesses need to register a star rating with the tourism management agency.

2. Investment Registration Certificate

    • A written request for the implementation of an investment project.
    • Documents proving legal status
    • Investment project proposal 
    • Proof of investor’s financial capacity
    • Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents).
    • Proposed demand for land use

Issuing agency: Department of Planning and Investment of the province where the company’s head office is located 

Implementation time: It will be done within 15 – 20 working days from the date of submission.

3. Enterprise Registration Certificate (ERC)

Dossier include:

    • Notarized copy of ID card or passport 
    • Application for business registration
    • Hotel charter
    • List of members, shareholders if above

Issuing agency: Department of Planning and Investment of province and city.

Implementation time: 3-5 working days from the date of submission of complete and valid documents.

4. Security license for the hotel

Dossier includes:

    • The business establishment’s written request for a security and order license 
    • Copy of business registration license
    • A resume enclosed with a judicial record card or a personal statement of the person responsible for security and order of the business establishment

Issuing agency: Provincial and city administrative management and social order and safety police.

Implementation time: No more than 05 working days for the specified case. No more than 04 working days for the case of granting change or re-issuance of regulations.

Set up a hotel in Vietnam - htlaw

5. Fire Prevention and Fighting License

Dossier include:

    • License application
    • Fire Prevention Plan
    • Hotel map
    • Escape map
    • List of on-site firefighting forces

Issuer: Fire prevention and fighting in the district or province or city depending on the size and number of floors of construction.​​

Implementation time: 15 days with fire prevention license.

6. Food Safety and Hygiene license (for hotels that sell food to guests outside the hotel)

Dossier include:

    • Application form for  Certificate;
    • Certificate of business registration or Certificate of enterprise registration or Certificate of investment in the food production and trading industry;
    • Description of facilities:
    • Production and business floor plan drawings;
    • Description of the process of food processing, preservation, transportation, display and sale of food and beverages;
    • An explanation of the facility’s facilities, equipment and tools.
    • Certificate of knowledge on food safety of the establishment owner and the person directly producing and trading food;
    • Certificate of health enough to produce and trade food of the establishment owner and the person directly producing and trading.

Issuing agency: Food safety management board issues the certificate (under the Department of Health)

Implementation time: 30-40 days with a certificate of food hygiene and safety

The term of the certificate is 3 years

7. Application for star rating of tourist accommodation establishments​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

A set of star rating registration documents includes:

    • Application for rating of accommodation facility
    • Hotel room map
    • List of employees working at the hotel
    • Degrees in the major or professional class of the employees
    • Scoreboard of standard hotel star rating
    • Certificate of business establishment registration (with a copy)
    • Certificate of satisfaction of security and order conditions (with a copy)
    • Certificate of food safety and hygiene (with a copy)
    • Receipt of payment of hotel appraisal fee in accordance with current law

The agency receiving the hotel star rating dossier: Department of Culture, Sports and Tourism.

Time to start submitting the application: After 2 months from the date of having the business registration certificate, with all the above documents.

Implementation time: 30 – 45 days with the certificate.

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454
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ISSUES RELATED TO TRADE ALCOHOL IN VIETNAM THAT FOREIGN INVESTORS NEED TO KNOW

You are a foreign investor wishing to invest in Vietnam to trade alcohol. However, alcohol is a special commodity, foreign investors must meet certain conditions according to Vietnamese law. In this post, HT would like to provide some of the information that foreign investors need to know before deciding to invest in Vietnam.

Alcohol trading in Vietnam is divided into the following popular areas:

– Production of alcohol;

– Distribution of alcohol;

– Wholesale of alcohol;

– Retail of alcohol.

I. GENERAL INFORMATION

1. Production of alcohol

1.1. Conditions for producing alcohol:

* Conditions for mass production of alcohol

    • Having an Investment Registration Certificate (IRC);
    • Having an Enterprise Registration Certificate (ERC);
    •  Production lines, machines, equipment and process of producing alcohol shall satisfy the estimated scale of production;
    • Requirements for food safety shall be satisfied;
    •  Requirements for environmental safety shall be met.
    • Alcoholic drinks shall be labeled in accordance with regulations.
    • Technicians shall have qualifications and skills suited to alcohol production lines.

* Conditions for home production of alcohol for business purposes

    • Having an Investment Registration Certificate (ERC);
    • Having an Enterprise Registration Certificate (ERC);
    • Food safety and labeling of alcohol shall be ensured.

1.2. Rights and obligations of alcohol producers

* Rights and obligations of enterprises producing mass of alcohol

    • Have the rights to sell alcohol that they produce to traders having the license for alcohol distribution/wholesaling/retailing or the license for sale of alcohol for on-premises consumption and to alcohol exporters.
    •  Have the rights to directly retail alcohol and sell alcohol for on-premises consumption that they produce at their stores.
    • Be entitled to purchase domestic semi-finished alcohol or import one to produce finished alcohol.
    • Be eligible to purchase alcohol from entities producing alcohol at home for re-preparation.
    • Comply with regulations on food safety, labeling, fire and environmental safety.
    • Make reports and fulfill other obligations specified herein.

 * Rights and obligations of enterprises producing alcohol at home for business purposes

    • Have the rights to sell alcohol that they produce to traders having the license for alcohol distribution/wholesaling/retailing or the license for sale of alcohol for on-premises consumption and to alcohol exporters.
    • Have the rights to directly retail alcohol and sell alcohol for on-premises consumption that they produce at their stores/premises.
    • Conform to regulations on environmental safety in the process of their alcohol production.
    • Make reports and fulfill other obligations specified herein.

2. Distribution of alcohol 

2.1. Conditions for distributing alcohol:

    • Having an Investment Registration Certificate (IRC);
    • Having an Enterprise Registration Certificate (ERC);
    • There should be alcohol distribution systems within at least 02 provinces or central-affiliated cities (including the administrative divisions where the alcohol distributors’ headquarters are located); at least an alcohol wholesaler within each province or central-affiliated city. If the alcohol distributor establishes a branch or business location besides its headquarters for the purpose of alcohol sale, it is not required to ask for confirmation from the alcohol wholesaler;
    • A written reference or an agreement in principle shall be made by another alcohol producer, distributor, or a foreign alcohol supplier.

2.2. Rights and obligations of alcohol distributors:

    • Import or purchase alcohol from domestic alcohol producers and other alcohol distributors according to the contents stated in-licenses;
    • Sell alcohol to alcohol distributors/wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
    • Sell alcohol to alcohol exporters;
    • Directly retail alcohols at traders’ licensed business locations within provinces or central-affiliated cities.

3. Wholesale of alcohol:

3.1. Conditions for wholesaling alcohol

    • Having an Investment Registration Certificate (IRC);
    • Having an Enterprise Registration Certificate (ERC);
    • There is an alcohol wholesale system in the province or centrally run city where the enterprise is headquartered with at least 01 alcohol retailer. In case the enterprise establishes a branch or place of business outside its head office to trade in alcohol, there is no need for certification from the alcohol retailer;
    • There is an introduction document or in principle contract of the alcohol producer, the alcohol distributor or other alcohol wholesaler.

3.2. Rights and Obligations of alcohol wholesalers:

    • Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in-licenses;
    • Sell alcohol to alcohol wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
    • Sell alcohol to alcohol exporters;
    • Directly retail alcohols at traders’ licensed business locations within provinces or central-affiliated cities.

4. Retail of alcohol

4.1. Conditions for Retailing alcohol

    • Having an Investment Registration Certificate (IRC);
    • Having an Enterprise Registration Certificate (ERC);
    • Have the right to the legal use of a fixed place of business, and a clear address;
    • Have an introduction document or in principle contract of the alcohol producer, the alcohol distributor, or the alcohol wholesaler.

4.2. Rights and Obligations of alcohol retailers:

    • Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in-licenses;
    • Sell alcohol to sellers of alcohol for on-premises consumption or directly sell to buyers at sellers’ premises according to the contents stated in licenses.

II. TYPES OF LICENSES THAT FOREIGN INVESTORS NEED TO OBTAIN

FOREIGN INVESTORS TRADE-IN ALCOHOL WITH AT LEAST  5.5% ALCOHOL

1. Production of alcohol

    • Investment Registration Certificate (IRC);
    • Enterprise Registration Certificate (ERC)
    • Certificate of eligibility for food safety
    • License for alcohol production

2. Distribution of alcohol:

    • Investment Registration Certificate (IRC);
    • Enterprise Registration Certificate (ERC);
    • License for alcohol distribution.

3. Wholesale of alcohol:

    • Enterprise Registration Certificate (ERC);
    • Investment Registration Certificate (IRC);
    • License for alcohol Wholesaling.

4. Retail of alcohol:

    • Enterprise Registration Certificate (ERC);
    • Investment Registration Certificate (IRC);
    • License for alcohol Retailing

In case, foreign investors want to sell alcohol at a retail outlet, foreign investors need to apply for an alcohol retail outlet establishment license.

5. Foreign investors sell both wholesale and retail and establish an alcohol retail outlet

    • Enterprise Registration Certificate (ERC);
    • Investment Registration Certificate (IRC);
    • License for alcohol Wholesaling
    • License for alcohol Retailing
    • License for alcohol retail outlet establishment.

Agencies issue licenses

    • The Ministry of Industry and Trade: License for alcohol distribution, License for mass production of alcohol with a scale of at least 3 million liters/year;
    • Departments of Industry and Trade: License for alcohol Wholesaling, License for alcohol retail outlet establishment; License for mass production of alcohol with a scale of under 3 million liters/year
    • Offices of Economic or Offices of Economics and Infrastructure affiliated to People’s Committees of districts: License for alcohol Retailing; License for home production of alcohol for business purposes

FOREIGN INVESTORS TRADE IN ALCOHOL WITH LESS THAN 5.5% ALCOHOL

1. Conditions for trading alcohol with less than 5.5% alcohol

    • Enterprise Registration Certificate (ERC);
    • Investment Registration Certificate (IRC);
    • Register its sale with the Office of Economics or Office of Economics and Infrastructure affiliated with the People’s Committee of the district where the seller is located before doing business.

2. Rights and Obligations of trading alcohol with less than 5.5% alcohol

    • Be entitled to import, purchase and sell alcohol of legal origin;
    • Ensure alcohols are used within their shelf life required by the producer;
    • Assume responsibilities according to the Law on Prevention and Control of Harmful Effects of Alcoholic Beverages and other law regulations. It is not required to label alcohol according to Decree No. 105/2017/ND-CP regulations.

In order to save time to learn the procedures, fill out the form, translate, notarize, and wait for the application to be submitted, you can contact HT for Trading Alcohol Legal Services. 

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Establish a company with 100% foreign capital in an industrial area

100% foreign capital company - htlaw

For the case: the investment project is not subject to approval for investment guidelines)

You are a foreign investor wishing to invest in Vietnam in the fields of mechanics, manufacturing, electronics, information technology… You can choose to establish an investment project and company in the industrial area. HT would like to provide some of the following information:

Before establishing a 100% foreign capital company in an industrial area, investors need to check whether the business lines intended to do allow to establish a 100% foreign capital company or not.

Investors can choose to rent the land in an industrial area or rent a factory in an industrial area for project implementation. After renting the place in an industrial area, investors will apply for application to state agencies following:

1. Application for an Investment Registration Certificate for the investment Project

1.1. An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

1.2. A document concerning the legal status of the investor:

    • For individual investors: a notarized copy of passport;
    • For institutional investors: a notarized copy of the Certificate of Establishment or an equivalent document certifying the legal status.

1.3. Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, a proposal for investment incentives, impact and socio-economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with the law on environmental protection.

1.4. Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity.

For individual investors: Bank statement.

1.5. If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted.

 

Note: Investors want to invest in manufacturing industries should note that they must apply for an environmental protection license, a fire protection certificate, other related certificates. If you want to know more detail, please feel free to contact us.

100% foreign capital company - htlaw

2. Agencies receive an application

2.1. Management boards of industrial areas.

2.2. The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project: Investment projects are executed inside industrial areas where the industrial area management boards have not yet been established or which are not under the management of the industrial park.

2.3. Time: 20 working days from the date of receiving the application

3. Application for an Enterprise Registration Certificate recognizing the establishment of the VN Company to carry out the Project

3.1. Agencies receive application: business registration agency

3.2. Time: 5 – 7  working days from the date of receiving the application

4. Engrave company’ seal and declare the original tax code to Tax Department

    • After obtaining the Enterprise Registration Certificate, The company proceeds to engrave a seal at one of the licensed seal-making units. Enterprises decide by themselves the number and the form of the seal within the permitted scope of the law.
    • The company declares the original tax code to Tax Department.

5. Open an Investment bank account and Business bank account

Investors open a investment account and a business account to transfer investment money

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for consultation and legal services related to Establish 100% foreign capital in industry area.

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Mobile vending business

Nowadays, mobile vending vehicle is growing in many countries around the world. Foreseeing that development, Vietnam already has regulations guiding the process of setting up companies to carry out mobile food trading on vehicles.

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

If an individual does business with a single vending truck and the individual conducts the business, that individual is not required to form a company.

Because of their personal commercial activities such as street vendors, no fixed locations are not considered “entrepreneurs” and do not require a business license.

(Article 3 Decree 39/2007)

2. Set up a company

Selling goods by mobile trucks must establish a company when conducting business activities, except for business as an individual as in case 1.

Step 1: Set up a company;

Step 2: Apply for a transport business license by truck

Notice:

(i) A box truck business is a business that employs 1,500-kg automobiles to transport cargo for reward, which is calculated by a taximeter or the ride-hailing software installed on the automobile. The “TAXI TẢI” (“BOX TRUCK”) phrase and the business’s phone number and name shall be affixed on the truck’s doors or both sides of its body.

(ii) The freight transport business unit must issue the driver with a Transport Certificate (Transportation Certificate) during the transportation of goods on the road. The transport paper (Transportation paper) must contain certification (signature, full name) of the volume of goods loaded on the vehicle of the goods owner (or the person authorized by the owner of the goods) or the representative of the unit or individual do the queuing.

(iii) When transporting goods, the driver must carry the Transport Paper (Transportation Paper) in paper documents or have a device to access the software that displays the contents of the Transport Paper (Transportation Paper) and other driver’s and vehicle’s papers documents as prescribed by law. Transport business units and drivers are not allowed to carry goods in excess of the allowable volume in traffic.

(iv) Transport paper (Transportation paper) is a paper or electronic document issued by the freight transport business unit and has the minimum information including: Name of the transport unit; vehicle control plate; the name of the unit or the transport hirer; journey (start point, end point); contract number, date of signing the contract (if any); type of goods and volume of goods transported on the vehicle. From July 1, 2022, before carrying out the transportation, the freight transport business unit must provide all the minimum contents of the Transport Paper (Transportation Paper) via the software of the Ministry of Transport. transportation.

(v) In addition, transport enterprises transporting goods for sale must also comply with relevant laws: environment, tax, labor, traffic safety, etc.

In order to save time to find out the procedure, fill out the form, notarize, waiting for the application to be submitted, you can contact HTLaw for Mobile vending business.

Contact us

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