Company establishment services in Vietnam

VinaSC is an entity specializing in providing company establishment services in Vietnam for foreign enterprises.

Our services aim at helping enterprises, investors complete investment procedure more quickly and conveniently according to the laws.

Each country has its own law system to influence targets needing to be regulated. Foreign investors and enterprises operating in Vietnam is not exempt from such obligations. This, on the one hand, creates fairness in rights and duties, on the other hand, incurs difficulties, even risks if violated.

Legal documents and company establishment procedure are significant initial foundation for each enterprise. This, in the long run, will affect the operation and management of the enterprise.

Regarding the scope of company establishment services in Vietnam, VinaSC usually counsels and supports investors to better control the following matters:

Legal matters about business lines

  • Searching and consulting about the business lines according to the Vietnam industrial codes system
  • Searching and consulting about the business lines in the agreement with WTO
  • Checking and consulting about the prohibited or conditional business sectors for foreign investors in Vietnam.
  • Consulting about the possibility of the professions, business fields that might incur after the enterprise has developed.

Business license for conditional business lines

Investment conditions are the conditions that individuals, organizations need to satisfy when investing into conditional business sectors and activities.

Conditional business lines are the business lines in which the investment must satisfy certain conditions for reasons of national defense and security, social order and security, social ethics, or public health.

Pursuant to Law on Investment no. 61/2020/QH14 dated 17/6/2020, there are 227 conditional business lines.

Enterprises with foreign investment wanting to operate in conditional business lines need to complete business licensing procedure, license for establishment of retail outlet.

Pursuant to Article 5, Decree 09/20218/NĐ-CP dated 15/1/2018:

1. A business license to be issued to a foreign-invested business entity to:

a) Perform the retail distribution right, excluding rice; sugar; recorded items; books, newspapers and magazines

b) Perform importation right, wholesale distribution right: consider issuing importation right and wholesale distribution right to a foreign-invested business entity performing one of following activities:

  • Manufacturing lubricants in Vietnam;
  • Manufacturing or distributing machinery, equipment or goods using particular lubricants in Vietnam.

c) Performing the retail distribution right of goods such as rice; sugar; recorded items; books, newspapers and magazines: Consider issuing retail distribution right to a foreign-invested business entity having retail outlets in forms of supermarkets, mini supermarket, convenience stores to sell above goods.

d) Offer logistics services; other than sub-sectors of logistics for which Vietnam has committed to open its market as specified in international treaties to which Vietnam is a signatory.

đ) Good rental, excluding finance lease; other than lease of construction equipment with operators;

e) Provide commercial promotion services, excluding advertising services;

g) Provide commercial intermediary services;

h) Provide electronic commerce services;

i) Providing bid-holding services.

2. A license for establishment of retail outlet is issued to a foreign-invested business entity to set up a retail outlet.

3. A foreign-invested business entity is entitled to apply for a license for establishment of retail outlet after obtaining business license and retail outlet documentation.

Tax credit, investment incentives in Vietnam

Beneficiaries of investment incentives:

a) Projects of investment in the business lines given investment incentives specified by the laws;

b) Investment projects in economically disadvantaged areas or extremely disadvantaged areas;

c) Any project in which the capital investment is at least VND 6,000 billion;

d) Any investment project in a rural area that employ at least 500 workers;

đ) High-tech companies, science and technology companies, and science and technology organizations.

Forms of incentives:

  • Corporate income tax credit pursuant to the Law on Corporate Income Tax
  • Reduction of land rents at different levels according to the regulations of each period, each area.

Consulting about capital, capital structure

Pursuant to recent regulations, there is no regulation on capital contribution, investment capital for foreign investors (except for some business lines that have legal capital regulations). Therefore, foreign investors can entirely decide the registered capital amount when investing in Vietnam.

However, investors should also consider the capital amount and capital structure based on the following factors:

  • The characteristics of the business line to satisfy business periods;
  • Financial capacity to commit with the capital contribution
  • Capital structure: contributed capital is investment capital (contributed capital is the actual capital amount pledged by investors to contribute within the committed period and is specified on Investment Certificate, Business Registration Certification; investment capital is another capital, which can be raised and loaned…).

Capital contribution procedure, time limit for capital contribution

Contributing capital is one of the important contents among the regulations to control the commitment of investors. Currently, the State Bank of Vietnam has had 02 documents regulating capital contribution for foreign investors, which are:

  • Circular 05/2014/TT-NHNN dated 13/3/2015, regulating the opening and using indirect investment accounts.
  • Circular 06/2019/TT-NHNN dated 26/6/2019, regulating foreign exchange management for direct investment.

These are 02 important documents guiding the opening of investment capital account and investment execution. Investment capital account is also applied in taking foreign loans, withdrawing capital and remitting profit abroad. Complying with the capital contribution procedure will help enterprises control financial risks during operation in Vietnam as well as transfer business profits from Vietnam to overseas.
Regarding the time limit for capital contribution: Investors need to control and abide by the commitment. If the capital amount has not been contributed or insufficiently contributed after the specified time limit on the business registration certification, the enterprise will receive administrative penalties and compelled to change the business license.

Consulting about the time limit for project initiation relating to tax refund conditions

This is an important matter relating to foreign enterprises operating in the fields of production and manufacturing. Normally, these enterprises will have to contribute initial investment with large capital amount and assets.

According to the laws, enterprises have the rights to get refunds of value-added tax from initial investment before the enterprises start operating. However, many enterprises did not control and perform their rights in this regard due to 02 reasons as follows:

  1. Investors, accountants cannot control their rights;
  2. Investors cannot control the investment process as promised on the initial project establishment documents.

Consulting about the matters relating to foreign investors, labors working in Vietnam

With Company establishment services in Vietnam at VinaSC, we will counsel investors to control the regulations relating to foreign employees working in Vietnam, particularly:

  • The cases exempted from work permits or compelled to have work permits;
  • Regulations on temporary resident cards for foreigners;
  • Enterprises’ duties when using foreign labors.

Why should you use company establishment services in Vietnam at VinaSC?

  • VinaSC has experience in company establishment consulting for foreign investors, enterprises in Vietnam
  • Understanding the regulations, operation protocols and governmental management for foreign enterprises.
  • Our employees can meet foreign language demand to directly communicate with customers.
  • Always guarantee and comply with the progress as promised
  • Reasonable service fees

Factors influencing the fees of company establishment services in Vietnam?

  • Depending on the business field: commercial, services, production, manufacturing…;
  • Business sectors: regular business or conditional business;
  • Whether the filing of documents is for organizational or individual investors;
  • Investors from different countries, regions.

Please contact VinaSC to get timely consultation and support.

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