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Documents required for incorporating an export - import company in Vietnam

set-up-import-export-company-in-vietnam

According to Fitch - an international credit rating, Vietnam is ranked as a country with good performing stock market. With the advantage of a 90-million-people market with the developing and integrating economy, the capital source of foreign direct investment into Vietnam has increased 6.81 percent, compared to 2017. In addition, being a member of three large international organizations including WTO, ASEAN and APEC, Vietnam is becoming the potential market for import and export of goods to other countries in three organizations. Therefore, Vietnam will be continue to remain a priority for foreign investors who would like to incorporate an export – import company in the year of 2018.

In this article, Global Link Asia Consulting will provide some legal conditions and related documents for businesses intending to set up an export- import company in Vietnam.

 

I. GENERAL LEGAL PROVISIONS

   

 

 

1. Legal basis

  • Enterprises Law 2005
  • Investment Law 2005
  • Decree No. 108/ 2006/ ND-CP detailling and guilding the implementation of a number of articles of the Investment Law
  • Commitment to join into WTO of Vietnam

2. Conditions 

Export - import goods

There are some conditions for foreign-invested businesses to be granted a business license for goods purchase and sale or activities related to goods purchase and sale in Vietnam:

  • Being an investor from a member countries of international organizations that treated the Socialist Republic of Vietnam; and Viet Nam is a member countries of these organizations. In addition, Vietnam has also committed to open the market for purchase and sell or activities related directly to purchase and sell of products.        
  • The form of investment must be suitable with the schedules undertaken in international treaties of which the Socialist Republic of Vietnam is a country member and is consistent with the law of Vietnam;
  • Goods or services which investors deal in Vietnam must be in according with Vietnam’s market-opening commitments and Vietnamese law;
  • Doing business within a scope in according with Vietnam’s market-opening commitments and Vietnamese law
  • Lists of import goods are not prohibited for import in according to prevailing law.

Management consulting 

According to Investment Law issued on 29th November 2015 and The Socialist Republic of Vietnam and World Trade Organization – WTO which Vietnam joined in on 11st January 2007, investors are permitted to own one hundred percent foreign capital for management consulting service.

Conditions in practice (according to our experiences)

  • Minimum charter capital: 100,000 - 200,000 USD
  • Parent company (which was set up at least 1 year before the submutting day)

3. Dossiers

Legal Documents need to be prepared for incorporating a company in Viet Nam

documents-for-set-up-company-in-vietnam

 

II. HOW GLOBAL LINK ASIA CONSULTING SUPPORTS:

 

 

  • Drafting and checking documents, etc. to ensure that they are consistent with approval requirements of the competent authorities of granting a business permitting or modifying of a business permit regarding goods purchase and sale activities or goods purchase and sale related activities of foreign investors in Vietnam; management consultant services.
  • Representative of the client submits dossiers of granting a business permit, modifying of a business permit, applying for setting up a retail establishment at the authorized government.
  • To act on behalf of the client in contacting with the relevant competent authorities in Vietnam for completing the legal procedures to incorporate a company in Vietnam.

Time for registering a company in Vietnam:

  • At most 10 working days for preparing the dossiers
  • From 60 to 70 working days after receiving fully appropriate information of enterprises will be time for proceeding of granting a business permit.

 

To get more details related to incorporating Vietnam companies, please contact us via: 

Hotline: (+65) 3163 4102/ (+84) 0938.53.15.88
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

423 Last modified on Tuesday, 21 August 2018 16:42
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Since becoming a member of three large international organizations including WTO, ASEAN and TPP, Viet Nam owns business relationships with over 200 countries around the world, especially in Asia. Over the past ten years, Vietnam experiences the rapidly growth of economy, and becoming a developing country in Asia. Compared to other countries in a South of Asia, Vietnam is considered as one of the best performing in a business field apart from political and social stability so more and more foreign enterprises are starting to invest in Vietnam now.

Moreover, Vietnam government always creates opportunities for foreign investors intend to incorporate company and enlarge business in Vietnam. Owning company in Vietnam means investors getting a chance to approach the numerous potential clients because Vietnam is the 90 million people market.

vietnam-map

 

In addition, Vietnam locates in the southeast of Asia – a center of ASEAN which is lose to main markets of Asia. Take advantages of geography, doing business in Vietnam gives entrepreneurs a hand in trading with almost countries in Asia, especially Singapore, China, Thai, Malaysia, etc.  

Foreign investors have ambitions to start a business or enlarge their business in Vietnam usually choose incorporating a company in Vietnam as the first step. However, to setup a company in Vietnam they have understand clearly about the laws in Vietnam because of some restrictions related to investment capital, business areas and business licenses, etc.

There are some legal types of business entity that foreign entrepreneurs can choose to set up in Vietnam depends on their demands:

Limited Liability Company (LLC)

There is  no requirement about the number of founders for setting a Limited Liability Company in Vietnam. In fact, the capital contributed to the company can be from one to 50 difference members and it allows members to hold difference percentage capitals. Single-member and multi-member LLC are two forms of Limited Liability Companies in Vietnam.

The structure of LLC includes:

GLAC-icon-check1 Members’ Council (Highest decision-making body of the company)

GLAC-icon-check1 Chairman of Members’ Council (required if the LLC has more than 1 founder; responsible for leading and overseeing the work of members’ council; the Chairman is not required to reside in Vietnam)

GLAC-icon-check1 Director/ General Director (responsible for daily activities of the company, is required work permit so he/she needs having at least 3 years experiences in managing role)   

GLAC-icon-check1 Inspection Committee (required if the LLC has more than 11 founders)

Note:

  • The invested – owner has to obtain a license from Department of Planning and Investment for the activity’s areas of the registered Limited Liability Company.
  • Within 90 days after receiving the business registration certificate, all capital contributed to the LLC must be made. 

 

Joint - Stock Company (JSC)

To incorporate a Joint-Stock Company, it must have  at least 3 founders. Compared to LLC, the corporate structure of Joint-Stock Company is more complex. As a matter of fact, in the structure of JSC, Management Board is required.

The JSC structure includes:

GLAC-icon-check1 General Meeting (Highest decision-making body of the company)

GLAC-icon-check1 Management Board (a members chose by the General Meeting, responsible for managing the company’s activities)

GLAC-icon-check1 Inspection Committee (appointed by the General Meeting; and responsible for supervising the Management Board and the General Director; it is not required in case of less than 11 shareholders and no shareholders holding more than 50% of the shares in the SJC company)

GLAC-icon-check1 Chairman of the Management Board (responsible for organizing the work of the Management Board)

GLAC-icon-check1 General Director (considered as legal representative of the company, responsible for the day to day activities of the company, and must reside in Vietnam)

Note: 

  • JSC is a legal entity business which suits for medium to large size venture. In addition, unlike Limited Liability Company, JSC can issue different types of shares.
  • In case of company share capital exceeds US$475,000, a JSC is required to be listed on a public stock exchange.

 

Representative office

It is represented for a parent company which is not allowed to conduct any business activities. Moreover, representative office cannot earn revenue in Vietnam. In fact, foreign investors would like to set up representative office because of following reasons:

- Doing market research

- Finding investment partners

- Finding investment opportunities

- Promoting parent company

 

Branch office

Unlike representative office, branch office is allowed to carry out commercial activities and earn revenue in Vietnam. However, in terms of the activities that branch office carried out, they are limited to the activities of the parent company.  Therefore, instead of operating a branch office in Vietnam, GLA advices enterprises incorporate a company, given the numerous advantages associated with having a company in Vietnam.

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