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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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PROCEDURES FOR DISSOLUTION OF FOREIGN-INVESTED VOCATIONAL EDUCATION INSTITUTIONS

In Article 18 of Decree No. 15/2019/ND-CP, regulations on dissolution of foreign-invested vocational education institutions are as follows:

I. In case of dissolution:

Foreign-invested vocational education institutions shall be dissolved in the cases specified in Clause 1, Article 21 of the Law on Vocational Education and permitted to be dissolved in cases specified in Clause 2, Article 21 of the Law on Vocational Education.

Clauses 1 and 2, Article 21 of the Law on Vocational Education stipulate as follows:

  1. A vocational education institution shall be dissolved in the following cases:

a/ Violating the provisions of law causing serious consequences;

b/ The time limit for suspension of training activities expires without overcoming the causes leading to the suspension;

c/ Not to issue certificates of registration of vocational education activities after 36 months for colleges or intermediate schools or 24 months for vocational education centers, from the effective date of the establishment decision or establishment permit;

d/ Failing to carry out training activities after 24 months from the date of issuance of the certificate of registration of vocational education activities.

  1. A vocational education institution may be dissolved at the request of the organization or individual establishing such vocational education institution

II. Dissolution records:

A dossier of dissolution of a foreign-invested vocational education institution as prescribed in Clause 1, Article 21 of the Law on Vocational Education is 01 ministry, including:

  • A written request for dissolution by the competent authority, clearly stating the reasons for dissolution;
  • Conclusion of inspection and examination for acts specified at Point a, Clause 1, Article 21 of the Law on Vocational Education;
  • Decision on suspension of training activities by competent agencies for acts specified at Point b, Clause 1, Article 21 of the Law on Vocational Education;
  • Inspection record of the competent agency issuing the certificate of registration of vocational education activities in the cases specified at Points c and d, Clause 1, Article 21 of the Law on Vocational Education.

 

A dossier of dissolution of a foreign-invested vocational education institution as prescribed in Clause 2, Article 21 of the Law on Vocational Education is 01 set, including:

  • A written request of an organization or individual owning a foreign-invested vocational education institution, clearly stating the reason for dissolution;
  • Dissolution plan, which clearly states the plan to settle assets and interests of learners, teachers, managers, employees and employees and fulfill financial obligations in accordance with law.
PROCEDURES FOR DISSOLUTION OF FOREIGN-INVESTED VOCATIONAL EDUCATION INSTITUTIONS - HTLaw

III. Authority to authorize dissolution

Persons competent to permit the establishment of foreign-invested vocational education institutions as prescribed in Article 13 of this Decree may permit the dissolution of foreign-invested vocational education institutions.

Accordingly:

– The Minister of Labor, War Invalids and Social Affairs shall decide to allow the establishment of colleges and branches of foreign-invested colleges.

– Presidents of provincial-level People’s Committees shall decide to permit the establishment of vocational education centers, intermediate schools and branches of foreign-invested secondary schools.

IV. The procedure for allowing dissolution

  • About the sequence:

Foreign-invested vocational education institutions shall make dissolution dossiers as prescribed in Clause 3 of this Article and send them directly or via online public service portals or post offices to the General Department of Vocational Education for colleges; Department of Labor, War Invalids and Social Affairs for vocational education centers and intermediate schools;

Within 20 working days after receiving a complete and valid dossier, the dossier-receiving agency shall appraise the dissolution dossier and submit it to a competent person specified in Clause 4 of this Article for consideration and decision to allow dissolution. In the decision permitting the dissolution of a foreign-invested vocational education institution, the reasons for dissolution and measures to ensure the interests of learners, teachers, managers, employees and employees must be clearly stated; plans for settling assets and fulfilling financial obligations in accordance with law;

In case a foreign-invested vocational education institution violates one of the cases specified in Clause 1, Article 21 of the Law on Vocational Education, the General Department of Vocational Education or the Department of Labor, War Invalids and Social Affairs shall make a dossier of request for dissolution as prescribed in Clause 2 of this Article and submit it to a competent person specified in Clause 4 This Article shall consider and decide on the dissolution of the foreign-invested vocational education institution according to Form 2B in the Appendix enclosed with this Decree;

In case the dissolution dossier is invalid, within 03 working days from the date of receipt of the dossier, the dossier-receiving agency shall reply in writing to the organization or individual requesting the dissolution of the foreign-invested vocational education institution clearly stating the reason.

  • About the time limit for submitting a decision allowing dissolution

Within 02 working days from the date of the decision allowing the dissolution of a foreign-invested college, the General Department of Vocational Education shall send the decision to the People’s Committee of the province where the foreign-invested college is located for monitoring,  manage and notify on their agencies’ websites the decision to allow the dissolution of foreign-invested colleges;

Within 02 working days from the date of decision allowing the dissolution of foreign-invested intermediate schools or vocational education centers, provincial-level People’s Committees shall send the decision to the General Department of Vocational Education for monitoring, management and notification on their agencies’ websites of the decision allowing dissolution intermediate schools, foreign-invested vocational education centers.

 

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PROCEDURES FOR ESTABLISHING A FOREIGN-INVESTED VALUATION SERVICE COMPANY

1. What is valuation service business?

Price appraisal as prescribed in Clause 15, Article 4  of the 2012 Price Law means that an agency or organization with the function of valuation determines the monetary value of assets as prescribed by the Civil Code in accordance with the market price at a location,  certain times, serving certain purposes according to price appraisal standards.

Accordingly, enterprises providing price appraisal services are established in accordance with the Law on Enterprises. A valuation enterprise may operate when it is granted a Certificate of eligibility for provision of price appraisal services by the Ministry of Finance in accordance with law.

2. Conditions for provision of foreign-invested price appraisal services

The conditions for provision of foreign-invested valuation services include the following contents:

– Regarding the ownership ratio as prescribed in Article 12 of Decree 151/2018/ND-CP:

+ Members being organizations: up to 35% of the charter capital of a limited liability company appraising two or more members.

+ Founding shareholders being organizations: up to 35% of the charter capital of the valuation joint stock company.

+ In case there are many organizations contributing capital, the total contributed capital of the organizations must be equal to 35% of the charter capital of a limited liability company with two or more members, a valuation joint stock company.

– Regarding the form of investment: Foreign individuals and organizations may only invest in the form of joint venture.

– Vietnamese partner participating in investment activities: Must be a Vietnamese valuation enterprise.

– For foreign investors: Foreign investors have been established, providing lawful valuation services in the host country.

PROCEDURES FOR ESTABLISHING A FOREIGN-INVESTED VALUATION SERVICE COMPANY - HTLaw

3. Procedures for establishing a foreign-invested valuation service company

Step 1. Apply for an Investment Registration Certificate

Subjects subject to application for an Investment Registration Certificate:

+ Investment projects of foreign investors;

+ Investment economic organizations establish economic organizations; investment in capital contribution, purchase of shares, capital contribution of economic organizations;

The dossier includes:

  1. A written request for implementation of an investment project;
  2. For individual investors: A valid copy of identity card, identity card or passport;
  3. For institutional investors: A valid copy of the Certificate of Incorporation or other equivalent document confirming legal status;
  4. An investment project proposal includes the following contents: investors implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment progress, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project;
  5. A copy of one of the following documents: Financial statements of the last 02 years of the investor; Commitment of financial support of the parent company; Commitment to financial support of the financial institution; Guarantee on the financial capacity of the investor; Documents explaining the financial capacity of the investor;
  6. Proposing land use needs; in case the project does not request the State to allocate land, lease land, permit change of land use purpose, submit a copy of the site lease agreement or other document certifying that the investor has the right to use the location for the implementation of the investment project;
  7. Explanation on the use of technology applied to the project, for projects using technologies on the list of technologies restricted from transferring.

Competence to grant investment certificates: Department of Planning and Investment

Step 2. Apply for a Business Registration Certificate

If a foreign investor jointly contributes capital with Vietnamese to establish a company, the procedures are as follows:

Documents to prepare:

  1. Application for business registration;
  2. The company’s charter;
  3. List of members of a limited liability company or a list of shareholders of a joint-stock company;
  4. A valid copy of one of the attestation documents:
  5. Valid ID card or valid passport for individuals;
  6. Certificate of business registration for the organization and enclosed with personal identification papers, authorization documents of the authorized representative of the organization;
  7. Decide on capital contribution for company members, company shareholders being organizations;
  8. Power of attorney for company establishment services for Viet An Law.

Place of application: Department of Planning and Investment where the company is headquartered.

Step 3. Apply for a Certificate of eligibility for provision of price appraisal services

According to the provisions of Clause 2, Article 38 of the Law on Price, a price appraisal enterprise must be granted a Certificate of eligibility for provision of price appraisal services by the Ministry of Finance to come into operation.

Conditions for issuance of the Certificate of eligibility for provision of valuation services by a foreign-invested valuation company in Vietnam:

  • Having a Business Registration Certificate, Enterprise Registration Certificate or Investment Certificate as prescribed by law;
  • There are at least 03 price appraisers registered to practice at the enterprise, of which at least 02 capital contributors/founding shareholders;
  • The legal representative, director or general director of a two-member limited liability company/joint-stock company must be a price appraiser registered to practice at the enterprise;
  • Ensure the above-mentioned capital contribution ratio.

A dossier of application for a Certificate of eligibility for provision of price appraisal services includes:

  • Application for the Certificate of eligibility for provision of price appraisal services according to the form in Appendix 2 – Circular 38/2014/TT-BTC;
  • Certified copy of the business registration certificate, enterprise registration certificate of the enterprise;
  • The price appraisal practice registration certificate of the appraisers registered to practice valuation at the enterprise is certified by the enterprise; Certificate of fostering professional knowledge of price appraisal for practicing price appraisers (if any);
  • Copies of labor contracts or appendices to labor contracts (if any) of price appraisers practicing at enterprises;
  • Documents proving the level of capital contribution of members being organizations, for limited liability companies with two or more members and joint-stock companies;
  • Receipt of payment of prescribed fees;
  • A certified copy of the written appointment of the position for the legal representative of the enterprise, the authorization document in the field of price appraisal (if any).

Place of application: Ministry of Finance.

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

Contact us at:

Email: hue.truong@htlaw.vn

Phone: +84 935 439 454.

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WHAT PROCEDURES DO ENTERPRISES MUST DO WHEN BUSINESS SUSPENSION?

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

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

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

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

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

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

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

…

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

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

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

WHAT PROCEDURES DO ENTERPRISES MUST DO WHEN BUSINESS SUSPENSION? - HTlaw

II. Procedures for temporary business suspension

Profile components:

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

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

Sequence:

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

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

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

Step 2: Pay fee and register post office;

Step 3: Receive results if results are valid;

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 Law.

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Procedures for applying for a construction permit for enterprises.

1. Conditions for granting construction permits

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

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

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

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

Other conditions depend on the type of construction.

Procedures for applying for construction permits for businesses - htlaw

2. Procedures for granting construction permits to enterprises

2.1. Licensing documents

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

A dossier of permit for construction of individual houses includes:

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

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

– Drawings of construction design.

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

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

– Application for construction permit.

– Documents proving legal land use rights.

– Decision approving the construction project (copy).

– Drawings of construction design.

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

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

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

– Land acquisition decisions of competent agencies.

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

2.2. Construction licensing agency

Agencies competent to grant construction permits include:

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

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

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

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

2.3. Order of Licensing

– Enterprises shall submit dossiers to licensing authorities.

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

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

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

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

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 construction permits.

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

I. What industries do construction business services include?

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

– Construction of high-rise buildings (CPC 512)

– Construction of civil engineering works (CPC 513)

– Erection and installation work (CPC 514, 516) 

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

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

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

II. Conditions for establishing a construction company

Capital conditions:

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

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

Conditions for investment form:

Foreign investors invest in construction services in the following forms:

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

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

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

Conditions for business licenses according to specialized laws.

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

Procedures for establishing a foreign-invested company doing business in construction and surveying - htlaw

II. Conditions for establishing a construction company

Step 1: Please approve the investment policy

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

– Document requesting implementation of investment project.

– Documents proving the investor’s legal status.

– Documents proving the investor’s financial capacity.

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

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

Step 2: Apply for Investment Registration Certificate

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

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

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

– Have a location to implement the investment project.

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

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

– Meet market access conditions for foreign investors.

Step 3: Establish a construction company with foreign capital

Documents to establish a construction company with foreign capital include:

Application for business registration.

Enterprise’s regulations.

Members list.

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

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

Investment registration certificate for foreign investors.

Step 4: Apply for a Construction Activity Capacity Certificate

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

Application for a certificate of competency.

Certified copy of the decision to establish the organization.

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

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

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 establishing a construction company with foreign capital.

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PROCEDURES FOR APPLYING A FIRE PREVENTION LICENSE FOR A RESTAURANT

I. What is a Fire Protection License?

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

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

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

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

Procedures for applying for a fire prevention and fighting license - htlaw

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

a) Document components:

– Copy of business registration certificate;

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

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

– List of employees trained in fire prevention and fighting;

– Statistics table of fire prevention and fighting equipment;

– Fire-fighting plan

b) Procedures:

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

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

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

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

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

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

Step 3: Receive results of Fire Prevention and Fighting License

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

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

Note:

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

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 EXPANDING FOREIGN INVESTMENT REGISTRATION CERTIFICATE

I. Legal provisions on investment registration certificates

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

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

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

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

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

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

a) Investment projects of foreign investors;

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

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

a) Investment projects of domestic investors;

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

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

Procedures for renewal of investment registration certificates of foreign investors - htlaw

III. Term of Investment Certificate

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

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

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

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

IV. Procedures for renewal of Investment Registration Certificate

Deadline for submission of extension:

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

Profile composition:

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

– Decision approving the investment policy;

– Certificate of investment registration;

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

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

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

– Commitment to financial support of financial institutions;

– Guarantee on the financial capacity of the investor;

– Other documents proving the investor’s financial capacity.

Sequence:

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

Step 2: Submit your application:

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

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

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

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

Step 3: Settlement of records:

The competent authority will review and process the application.

To save time on researching procedures, filling out forms, notarizing documents, and waiting for submission, you can contact HT for consultation and assistance with Investment registration certificate.

Contact us:

    • 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

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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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LEGAL PROVISIONS ON OPENING BUSINESS PROCEDURES

I. What is bankruptcy?

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

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

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

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

– Unsecured creditor, partially secured creditor.

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

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

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

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

– The legal representative of the enterprise or cooperative.

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

Legal provisions on opening bankruptcy proceedings - htlaw.vn

III. Decision to open or not to open bankruptcy proceedings

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

– Decision to open bankruptcy proceedings.

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

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

– Decide not to open bankruptcy proceedings.

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

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

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

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

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

a) Dispersing and hiding assets;

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

c) Renouncing the right over debt claim;

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

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

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CONDITIONS FOR TEMPORARY IMPORT AND RE-EXPORT BUSINESS CONDITIONS

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

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

Note:

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

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

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

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

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

“a) Hazardous wastes, scraps and wastes;

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

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

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

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

Conditions for temporary import and re-export business conditions - htlaw.vn

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

About the procedure:

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

About profile:

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

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

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

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

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

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

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

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

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

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PROCEDURES FOR ESTABLISHMENT OF ONE MEMBER LIMITED LIABILITY COMPANY

I. Laws on single-member limited liability companies

About the company model:

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

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

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

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

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

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

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

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

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

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

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

Procedures for establishing a single-member limited liability company- htlaw.vn

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

About profile composition:

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

“1. Application form for enterprise registration.

2. The company’s charter.

3. Copies of the following documents:

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

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

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

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

About the process and procedures:

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

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

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

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

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

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

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

Step 5: Engrave the seal of the legal entity.

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

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

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

Sign up for e-invoices

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PROCEDURES FOR RE-ISSUANCE OF INVESTMENT REGISTRATION CERTIFICATE

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

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

1. Order of re-issuance of investment registration certificate

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

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

2. Profile composition

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

Quantity: 1 set of documents

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

3. Time limit for processing applications

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

Procedures for re-issuance of investment registration certificate - Htlaw.vn

II. Procedures for proofreading the Investment Registration Certificate.

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

1. Order of re-issuance of investment registration certificate

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

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

2. Profile composition

A written request for correction of the Investment Registration Certificate.

Quantity: 1 set of documents

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

3. Time limit for processing applications

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

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

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

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

Procedures for transfering land use rights or houses associsted with land use rights when receiving inheritance - htlaw.vn

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

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

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

Dossiers when making inheritance declarations include:

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

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

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

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

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

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

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

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

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

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

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

II. Conditions for receiving capital contribution by land use rights

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

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

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THINGS TO NOTE WHEN CONTRIBUTING CAPITAL BY LAND USE RIGHTS

Things to note when contributing capital by land use rights - htlaw.vn

I. Conditions for capital contribution by land use rights

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

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

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

II. Conditions for receiving capital contribution by land use rights

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

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

III. Dossier of capital contribution by land use right

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

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

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

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

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

IV. Procedures for capital contribution by land use rights

Order of execution:

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

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

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

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

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

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

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

Tax provisions when contributing capital by land use rights:

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

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PROCEDURES FOR TRANSFERRING LAND USE RIGHTS AND ASSETS ATTACHED TO LAND

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

Procedures for transferring land use rights and assets attached to land - htlaw.vn

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

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

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

b) The Land is in dispute – free;

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

d) Within the land use term.”

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

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

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

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

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

Preparation of notarized documents

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

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

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

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

Dossiers of declaration of financial obligations include:

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

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

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

Specifically:

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

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

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

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

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

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

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

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

I. Cases of charter capital reduction

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

– The company repurchases the sold share.

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

Procedures of charter capital reduction of Joint Stock Company (which has foreign investment) - htlaw.vn

II. Procedures of reducing charter capital

1. Register for changing the business registration information

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

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

2. Application for investment project adjustment

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

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

Note:

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

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

III. Dossiers

Dossiers for register for changing the business registration information

Dossier shall comprise following documents:

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

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

– The decision of GMS on change in charter capital;

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

– The certified copy of Investment Registration Certificate;

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

Dossiers for investment project adjustment

Dossier shall comprise following documents:

– Applications for investment project adjustment;

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

– The meeting minute of GMS about investment project adjustment;

– The decision of GMS  about investment project adjustment;

– Financial report within the last 2 years;

– Enterprise registration certificate (original);

IV. Fees

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

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PROCEDURES OF THE BUSINESS SUSPENSION

I. Definition of the business suspension

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

Procedures of the business suspension - htlaw.vn

II. Cases of the suspension

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

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

– The suspension based on company’s decision.

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

III. Conditions for the suspension

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

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

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

IV. Competent authority

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

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

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

– The notification of business suspension;

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

VI. Procedures of the business suspension

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

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

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

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

I. Dossiers for the adjustment

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

– Documents request for the project adjustment;

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

– Decision of investors about investment project adjustment;

– Explanation of the investment projects adjustment;

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

– Certified copy of location renting contract;

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

Procedures of adjust the location of the project in business registration certificate - htlaw.vn

II. Procedures for the adjustment

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

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

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

III. Competent Authority

According to Article 39 Law on Investment 2020:

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

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

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

a) Any Investment project executed over multiple provinces;

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

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

 

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

I. Cases of conversion

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

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

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

The procedure of conversion of multi-member limited liability company to one member limited liability company - htlaw.vn

II. Dossiers of conversion

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

1. The enterprise registration application;

2. The company’s charter;

3. Copies of the following legal documents:

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

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

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

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

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

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

III. Procedures

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

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

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

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

Duration for documents preparation and notification posting:

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

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

IV. Fees

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

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THE PROCEDURES OF DISSOLUTION OF FOREIGN-INVESTED ENTERPRISES

I. Cases of dissolution of foreign-invested enterprises

Enterprises shall be dissolved in the following cases:

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

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

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

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

The procedures dissolution of foreign-invested enterprises - htlaw.vn

II. Conditions for dissolution of foreign-invested enterprises

An enterprise may only be dissolved after:

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

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

III. The procedures of dissolution of foreign-invested enterprises

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

Step 1: Terminate the investment project

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

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

The resolution, decision shall contain the following information:

– The enterprise’s name and headquarters address;

– Reasons for dissolution;

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

– Plan for settlement of obligations under employment contracts;

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

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

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

– The notification of enterprise’s dissolution;

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

– The debt payment plan (if any);

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

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

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

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

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

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

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

– The notification of enterprise’s dissolution;

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

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

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THE PROCEDURE FOR EXTENSION OF LICENSE FOR ESTABLISHMENT OF REPRESENTATIVE OFFICE

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

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

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

Exception: Foreign traders prescribed in Article 44.

The procedure for extension of License for establishment of Representative Office - htlaw.vn

II. Competence to extend License for establishment of representative office

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

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

*Note:

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

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

The application shall include:

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

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

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

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

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

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

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

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

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

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PROCEDURES FOR ISSUANCE BUSINESS LICENSE

I. Cases requiring obtaining Business license

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

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

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

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

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

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

– Provide trade promotion services excluding advertising services;

– Provide trade intermediation services;

– Provide e-commerce services;

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

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

Procedures for issuance Business license - htlaw.vn

II. Conditions for issuance of a Business license

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

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

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

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

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

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

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

There are additional criteria must be met, namely:

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

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

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

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

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

III. Business licensing authority

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

IV. Procedures for issuance of a Business license

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

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

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

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

– In case the conditions are satisfied:

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

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

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

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

V. Application file for issuance of a Business license

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

2. Explanatory document containing:

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

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

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

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

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

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

VI. Time scale of application process.

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

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

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

I. Legal basis

    1. Investment Law 2020
    2. Enterprise Law 2020
    3. Decree no. 15/2018/ND-CP on food safety law
    4. Circular no. 38/2018/TT-BNNPTNT
    5. Circular no. 52/2015/TT-BYT.
    6. Decree no. 136/2020/ND-CP detailing the Law on Fire Prevention and Fighting
Procedures for establishment of a 100% foreign capital company producing cashews for export - htlaw.vn

II. Content

    1. Investment Registration Certificate (IRC)

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

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

    1. Enterprise Registration Certificate (ERC)

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

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

    1. Food Safety Eligibility Certificate

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

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

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

    1. Product testing

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

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

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

    1. Product quality publication

The dossier includes:

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

Certification Authority: Food Safety Department – Ministry of Health

The dossier includes:

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

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

    1. Certificate of Free Sale (CFS)

The dossier includes:

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

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

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

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

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

  1. Barcode registration

Barcode registration file:

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

Certified copy of Business License

Estimated time:

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

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

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

1. Why choosing Vietnam to set up a business?

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

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

2. General Conditions:

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

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

3. Types of enterprises that foreigners can establish:

  • Limited liability company
  • Joint Stock Company
  • Partnerships
  • Representative office
  • Branch

4. Procedures for registration of business establishment

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

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

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

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

Step 3: Submit the initial tax return.

Step 4: Engrave company seal and sign.

Step 5: Buy digital signatures, electronic invoices.

Step 6: Open a bank account, contribute capital.

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How to set up a branch in Vietnam?

htlaw - How to set up a branch in Vietnam
htlaw - How to set up a branch in Vietnam
htlaw - How to set up a branch in Vietnam

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

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

II. Requirements for grant of Licenses for establishment of branches

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

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

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

The Ministry of Industry and Trade

IV. Order of granting branches establishment license

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

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

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

Note: 

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

V. Dossiers

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

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

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

Note:

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

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

VI. Settlement time

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

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

VII. Fees

3.000.000 VND

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Set up representative offices for foreign investors in Vietnam

REPRESENTATIVE OFFICES
htlaw - Representative offices for foreign investors in Vietnam
htlaw - Representative offices for foreign investors in Vietnam

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

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

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

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

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

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

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

IV. Order of granting representative offices establishment license

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

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

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

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

V. Dossiers

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

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

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

Note:

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

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

VI. Settlement time

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

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

VII. Fees

3.000.000 VND

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

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

Contact us

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

I. Enterprise dissolution procedure

Step 1: Approving the decision to dissolve the enterprise

An enterprise dissolution decision must contain the following principal details:

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

Step 2: Liquidate the assets of the business

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

Step 3: Submit the notice of dissolution of the enterprise

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

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

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

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

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

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

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

Dossier disclosure of information on enterprise dissolution

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

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

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

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

Step 5: Confirm customs obligations at the customs office

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

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

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

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

Step 7: Return the enterprise’s legal seal

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

Step 8: Procedures at the business registration office

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

An enterprise dissolution dossier includes:

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

Time limit for settlement

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

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

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

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

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

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

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

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Vietnam: Temporary suspension of business

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

Giải thể doanh nghiệp E

SECTION 1. TAX OBLIGATIONS​

1. License fee

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

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

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

2. Tax declaration dossier

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

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

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

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

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

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

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

Eg:

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

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

* Note:

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

– Name, head office address, tax identification number;

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

– Reason for business suspension;

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

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

PART 2: PROCEDURES WITH BUSINESS REGISTRATION AGENCIES

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

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

1. Order of execution

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

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

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

2. Number of documents: 01 (set)

PART 3: INVOICE

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

PART 4: OTHER OBLIGATIONS

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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PROCEDURES FOR MERGER OF ENTERPRISES

1. What is merger of enterprises?

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

2. Conditions for merger of enterprises

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

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

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

3. Order of merger of enterprises

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

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

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

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

* Note:

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

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

4. Profile composition

* In case the merged company changes its business registration:

– Merger contract;

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

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

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

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

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

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

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

– Merger contract;

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

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

5. Settlement time

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

6. Fees

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

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Change information on enterprise registration certificate

change information on business license -htlaw

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

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

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

The enterprise changes one of the following contents:

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

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

3. Dossier to change business registration

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

change information on business license -htlaw

4. Submit the dossier directly

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

5. Submit the dossier online

Method 1: Use a business registration account

You register an account at dangkytinhdoanh.gov.vn.

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

Method 2: Use digital signature (token)

You must complete the procedure to purchase a digital signature.

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

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

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Set up company in Vietnam (for Vietnamese enterpreueur)

Set up company in Vietnam - htlaw
Set up company in Vietnam - htlaw

1. Service packages for setting up a business at HTLaw

Package
BasicAdvancePremium
Preliminary consultation

x
Enterprise registration certificate, tax code
xxx
Post company establishment statement
xxx
Seal + Announcement of seal sample
xxx
In-depth consultation
xx
1 year token tax declaration
xx
E-invoice 50 numbers
x
Open a company bank account
x
Tax and accounting support
x
After-consultation service
x
Working time
9 days
9 days
9 days
Fee (exclude VAT) (VND)
4,900,000
6,900,000
9,500,000
Fee (exclude VAT) (USD)
215300410

2. Consulting before setting up a business

    • Choose the right type of business
    • Choose a business name
    • Choose a business lines
    • Advice on the amount of charter capital
    • Advice on founding members/shareholders

3. Consulting after business establishment

In addition to setting up a company, HTLaw will conduct consultation after business establishment on what are the next procedures that need to be done. During the business operation, if clients need to use other consulting services, and HTLaw always accompanies and supports.

4. The information customers need to provide

    • Company name
    • Company address
    • Company phone number and email
    • Intended business lines
    • Authorized capital
    • ID card or passport of the owner/member of the company/founding shareholder/legal representative
    • Permanent address, contact details of the owner/member of the company/founding shareholder/legal representative

5. Documents the customer needs to provide

    • Certified copy of ID card or passport of the owner/company member/founding shareholder
    • Certified copy of ID card of the legal representative

In order to save time to learn the procedures, fill out the form, notarize, wait for the application to be submitted, you can contact HTLaw for  Business registration service.

Contact us

    • Email: hue.truong@htlaw.vn 
    • Phone no.: +84 935 439 454. 
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PROCESS OF BRANCH ESTABLISHMENT IN VIETNAM

htlaw - BRANCH ESTABLISHMENT IN VIETNAM
htlaw - BRANCH ESTABLISHMENT IN VIETNAM

A branch is a dependent unit of the enterprise, responsible for performing all or part of the functions of the enterprise, including the function of an authorized representative. The branch’s line of business must be consistent with the business line of the enterprise. (Article 44 Enterprise Law 2020).

In this article, the legal consultants of HT INVESTMENT & IMMIGRATION CO., LTD will focus on analyzing and guiding the implementation of necessary steps to apply for a Branch Operation Registration Certificate in accordance with the provisions of the law.

1.The legal basis for establishing the Branch

Enterprise Law 2020, Articles 44, 45. Representative offices, branches, and business locations of enterprises

2. The papers and documents to be prepared to apply for a license to establish a branch

    • Notice of Branch operation registration
    • A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch of the enterprise;
    • A valid copy of the identity card/passport of the head of the Branch
    • Copy of Business Establishment License; Investment registration license (if any)

3. The application process for the Certificate of Operation Registration of the Branch

    • Dossier-receiving agency: Business Registration Office, Department of Planning and Investment where the branch is established
    • Number of records: 01 set
    • Time: 03 working days if the application is valid

Procedure for submitting applications

    1. Register online on the National Business Registration Portal and get a Receipt
    2. Submit the prepared paper application to the application-receiving place with the results of the previous online application

Result: Certificate of branch operation registration for enterprises

4. The Seal of the Branch

    • The enterprise decides on the type, quantity, form, and content of the branch’s seal.
    • The management and keeping of the seal shall comply with the provisions of the company’s charter or the regulations promulgated by the branch with the seal. Enterprises use seals in transactions as prescribed by law.

To save time learning about the law, filling out forms, and submitting documents, you can contact HTLaw for Brand Establishment service.

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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Process of establishment of representative offices in Vietnam

htlaw - ESTABLISHMENT OF REPRESENTATIVE OFFICES IN VIETNAM
htlaw - ESTABLISHMENT OF REPRESENTATIVE OFFICES IN VIETNAM

A representative office is a dependent unit of the enterprise, which has the task of representing by authorization the interests of the enterprise and protecting those interests. Representative offices do not perform the business functions of enterprises. (Article 44 Enterprise Law 2020).

Thus, the main function of the Representative Office is to perform the duties of an authorized representative for the Enterprise. Depending on the purpose of the Enterprise when expanding its business activities, it is decided to establish a Representative Office or Branch or Business Location accordingly.

In this article, the legal consultants of HT INVESTMENT & IMMIGRATION CO., LTD will focus on analyzing and guiding the implementation of necessary steps to apply for a license to establish a Representative Office so that they can actually operate in accordance with the provisions of the law.

1.The legal basis for the establishment of a representative office

Enterprise Law 2020, Articles 44, 45, Representative offices

2. The papers and documents to be prepared to apply for a license to establish a representative office

1/ Notice of representative office registration

2/ A copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch or representative office of the enterprise; copies of legal papers of the individual for the head of the branch or representative office

3/ A copy of the business establishment license; Investment registration license (if any)

3. The process of applying for a representative office establishment license

Dossier-receiving agency: Business Registration Office, Department of Planning and Investment, where the Representative Office is established

Number of records: 01 set

Time: 03 working days if the application is valid

Procedure for submitting applications

    1. Register online on the National Business Registration Portal and get a Receipt of Receipt
    2. Submit the prepared paper application to the application-receiving place with the results of the previous online application

Result: Certificate of operation registration of representative office for the enterprise

4. The seal of the Representative Office

Enterprises decide on the type of seal, quantity, form and content of the representative office’s seal.

The management and keeping of the seal shall comply with the provisions of the company’s charter or regulations promulgated by the representative office of the enterprise with the seal. Enterprises use seals in transactions as prescribed by law.

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

Contact us

    • Email: hue.truong@htlaw.vn
    • Phone number: +84 935 439 454. 
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PROCEDURE FOR ESTABLISHING THE REPRESENTATIVE OFFICE OF COMPANY IN VIET NAM

A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests. A representative office shall not do business. (Article 44 Enterprise Law 2020).

Thus, The Representative office’s function is obliged to represent under the company authorization. Depend on the company’s purposes, investors set up the Representative office or the Branch or Business location on suitable.

In this writing, these
legal consult experts of HT INVESTMENT & IMMIGRATION CO., LTD shall focus on analysing
and guiding the necessary procedure to apply for The Representative Office
Registration Certificate so that The Representative office can do business
activities suitable with the law.

Firstly, the legal basis to set up the Representative Office

  • Enterprise Law 2020, Article 44, 45, Representative office

Secondly, the documents to apply for Representative Office Registration Certificate

1/ Notice of registration activities of Representative Office;

2/ Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch/representative office, legal documents of the head of the branch/representative office.

3/ The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if have).

Thirdly, the procedure to apply for Representative Office Registration Certificate

Place of Issue: Business Registration Room at Planning and Investment Department where located the Representative Office address of Company

Quantity of dossier: 01

Timeline: 03 business day if valid

Steps apply for dossier:

Register online on National Registration Enterprise online System and receive the Receipt register online.

Hand in documents and the Receipt register online to the Place of Issue above.

Result: Representative Office Registration Certificate.

Fourthly, stamp of the Representative Office

The enterprise shall decide the type, quantity, design and content of its seal and the seals of its representative offices.

The management and storage of seals shall comply with the company’s charter or regulations of the representative office that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.

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PROCEDURE FOR ESTABLISHING A NEW BRANCH OF COMPANY IN VIET NAM

A branch of an enterprise is its dependent unit which has some or all functions of the enterprise, including authorized representative. The business lines of a branch shall match those of the enterprise. (Article 44 Enterprise of Law 2020).

In this writing, these legal consult experts of HT INVESTMENT & IMMIGRATION CO., LTD shall focus on analysing and guiding the necessary procedure to apply for Branch Registration Certificate so that The Branch can do business activities suitable with the law.

Firstly, the legal basis to set up The Branch

  • Enterprise of Law 2020, Article 44,45. Representative office, Branch and Business location

Secondly, the documents to apply for Branch Registration Certificate

  • Notice of registration activities of The Branch;
  • Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch;
  • The notarized copy of ID/Passport of the head of The Branch;
  • The notarized copy Enterprise Registration Certificate; Investment Registration Certificate (if have).

Thirdly, the procedure to apply for Branch Registration Certificate

  • Place of Issue: Business Registration Room at Planning and Investment Department where located the Branch address of Company.
  • Quantity of dossier: 01
  • Timeline: 03 business day if valid
  • Steps apply for dossier:
  • Register online on National Registration Enterprise online System and receive the Receipt register online.
  • Hand in documents and the Receipt register online to the Place of Issue above.

Result: Branch Registration Certificate.

Fourthly, stamp of the Branch

  • The enterprise shall decide the type, quantity, design and content of its seal and the seals of its branches.
  • The management and storage of seals shall comply with the company’s charter or regulations of the branch that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.

Please feel free to contact us by email: huonghue.ht@gmail.com or phone number +84 935 439 454 if you need any further clarification. We look forward to long-term co-operation with you.