Image

Dealing with Commercial Transactions in Vietnam

In 2015, the Vietnam government implemented new law on commercial enterprises, which brought about groundbreaking change to the entire business atmosphere in Vietnam. The new law is directed to stimulate the economy. One very important change is enabling foreign ownership up 100% in listed companies, private companies and representative offices.

In 2017, a new Civil Code took effect to promote legal certainty, principles of freedom of contract, and individual business autonomy.

In 2018, a new law on Technology Transfer is enforced, a result of fervent legislative efforts to consolidate cyber security and privacy, further allowing commercial transactions to be efficient and protected.

The business and investment landscape of Vietnam is continuously changing for the better with immense potential for both local and international enterprises.

HKVN Law Firm is competent in handling commercial transactions, such as advising clients, preparing documents, and signing commercial documents. As HKVN Law Firm is a cooperation law firm, our services are not limited to local commercial transactions. We are capable of dealing with cross-boarder commercial transactions between Vietnam and other countries or areas including China and Hong Kong. We provide international commercial transaction services that would cater to every need of our clients.

Image

    Major Areas of Practice

    We handle the following areas of law in Vietnam

  1. Setting up companies for clients in Vietnam.

  2. Setting up factories for clients in Vietnam.

  3. Dealing with commercial transactions in Vietnam, including advising clients on the transactions, preparing commercial documents and attending to the signing of the commercial documents, etc.

  4. Background search on companies and enterprises in Vietnam.

  5. Arbitration cases.

  6. Buying and selling of properties in Vietnam.

  7. Leasing of land and renting of properties in Vietnam.

  8. Registration of trademarks and patents in Vietnam.

  9. General legal advice on working and living in Vietnam.
Image

Company Setup

Brief Introduction of setting up Factories in Vietnam

Investors who want to set up foreign companies in Vietnam should note the followings:

1.      STEPS AND USUAL TIME FRAME

Step 1: Finding a company office

The Investors should find a suitable company office first.

Usual Time Frame: about 10 working days. We can assist the investors to find the office.

Step 2: Investment Registration Procedures

Once the investor reaches an agreement with the Landlord to rent an office in Vietnam, the investor will have to carry out investment registration procedures at the licensing authority of Vietnam, which is usually the Department of Planning and Investment (DPI) of city/province where the company is located.  However, for some cases, approval by other competent authority(ies) may be required (e.g.: Department/Ministry of Education for education service; Department /Ministry of Health for medical service; Department/Ministry of Industry and Commerce for goods-distribution service)

Usual Time Frame: about 20 working days or more from the date of submission of complete set of application documents to the licensing authority.

Step 3: Setting Up the Foreign Company

After obtaining the investment registration certificate, the investor shall follow the required procedures to set up the foreign company.

Usual Time Frame: 10 working days from the date of submission of complete set of application documents to the licensing authority.

 

2.      LEGAL ADVICE AND ASSISTANCE FROM HKVN LAW FIRM

HKVN Law Firm can provide the followings:

(1)     Legal advice and assistance to find the right location for the company to be set up and negotiating for and advising on the terms of the office lease contract.

(2)     Legal advice on legal regulations and procedures for registration of the company in Vietnam.

(3)     Preparation of application documents for setting up the company in Vietnam.

(4)     Submitting for and on behalf of the Investor, application documents to the competent authorities and dealing with the authorities for registration of the company in Vietnam.

(5)     Legal advice and assistance on matters after registration of the company including but not limited to opening bank accounts, applying for work permits of employees, applying for residence permits of representatives of the company, dealing with labor issues and taxation of the company.

 

3.      REQUIRED INFORMATION AND DOCUMENTS FOR THE INVESTOR

(1)     Required Information

(i)      Information of the Investor

If the Investor is an individual:

  • Name of the Investor, passport, permanent address, current address

If the investor is a company:

  • Certificate of Incorporation of the Investor in its jurisdiction, issuing authority, date and place of issue of the certificate.
  • Registered address.
  • Legal representative(s) of the Investor: Name, nationality, date of birth, passport, permanent address, current address.

(ii)    Information of the company to be set up:

  • Name of company.
  • Address of the company.
  • Legal representative(s) of the company: name, date of birth, nationality, passport, permanent address, current residence.
  • Scope of business.
  • Relevant experience and capacity of the Investor.
  • Business plan and objective of the company.
  • Capital to be injected into the company (Type of capital: cash or assets?)

Generally, there is no requirements on minimum amount of capital, except in some special fields, for example: at least 20 billion VND (around 85,000 USD) for real estate business; at least 2 billion VND (around 8,500 USD) for labor outsourcing service, etc.

(2)     Required Documents

(i)      If the Investor is an individual:

  • Legalized copy of passport of the Investor.
  • Legalized copy of the Investor’s bank statements showing an account balance which is enough to pay the capital contribution.
  • Legalized copy of the passport of the legal representative(s) of the company to be set up.
  • Office/land lease contract & support documents of the lessor (including but not limited to copy of certificate of property ownership right, copy of business licence of property owner, copy of construction permit or leasing contract (if sub-lease), etc.)

(ii)     If the Investor is a company:

  • Legalized copy of the certificate of incorporation of the Investor.
  • Legalized copy of the articles of association of the Investor.
  • Legalized copy of the Investor’s audited financial reports for 2 years before the application.
  • Legalized copy of the Investor’s bank statements showing an account balance which is enough to pay the capital contribution.
  • Legalized copy of the passport of the legal representative(s) of the company to be set up.
  • Office/ land lease contract & supporting documents of the lessor (including but not limited to copy of certificate of property ownership right, copy of business licence of property owner, copy of construction permit or leasing contract (if sub-lease), etc.)

Remarks:

“Legalized copies” means copies which are:

(1)   certified by a notary public in Hong Kong;

(2)   apostilled by Hong Kong High Court; and

(3)   certified by Vietnam Consulate in Hong Kong.

Image

Factory Setup

Brief Introduction of Procedures for Setting Up Factories in Vietnam

Investors who want to set up factories in Vietnam should note the followings: -

1.      STEPS AND USUAL TIME FRAME

Step 1: Finding a factory location

The Investor should find a suitable factory site first.

The factory can be located inside or outside:

(1)       Industrial zones (IZ),

(2)       Export processing zones (EPZ),

(3)       Hi-tech parks (HTP); or

(4)       Economic zones (EZ).

If the Investor plans to set up his factory inside an IZ, EPZ, HTO or EZ, he shall contact the Management Board of such IZ, EPZ, HTP or EZ for seeking a suitable project site.

If the Investor intends to set up his factory outside an IZ, EPZ, HTP or EZ, he shall contact the provincial/municipal Department of Natural Resources and Environment to seek advice from the Department on the suitable project site.

If the Investor finds a specific project site outside the IZ, EPZ, HTP or EZ (for instance, by lease/sub-lease of land/factory of other enterprise), the Investor should also work with the provincial/ municipal Department of Natural Resources and Environment to find out whether the proposed site complies with the local town planning.

Remarks:

(1)     IZ is for factories/enterprises specializing in manufacturing industrial goods/providing services for production of industrial goods.

(2)     EPZ is for factories/enterprises specializing in manufacturing goods for export/providing services for export of goods only.

(3)     HTP is for doing business/providing service in technology field relating to high-tech products/services.

(4)     EZ is for doing business/providing service in specific economic zone.

Usual Time Frame: about 30 working days but more time may be spent if the factory size is big, or the location requires longer time for approval, and three are other objective factors.

Step 2: Investment Registration Procedures

Once the Investor reaches an agreement with the Landlord for the intended project site, the Investor will have to comply with investment registration procedures at the licensing authority (the Management Board of IP, EPZ, HTP or EZ if the project site is inside IZ, EPZ, HTP or EZ; or the provincial/ municipal Department of Planning and Investment if the project site is outside IP, EPZ, HTP or EZ).

Usual Time Frame: about 30 working days from the date of submission of a complete set of application documents to the licensing authority.

Step 3: Setting Up the Company

After obtaining the investment certificate for the factory, the Investor has to comply with the procedures to set up the company which will operate the factory.

Setting up the company will involve:

(i)     Applying for Business registration certificate (and tax code as well).

(ii)    Registration of the company seal.

Usual Time Frame: 10 working days from the date of submission of a complete set of application documents to the licensing authority.

Remarks:

There are special licenses for specific factories, such as chemical factories, recycling factories and electronic components factories, etc. Extra time may be needed for application of special licenses.

 

2.      LEGAL ADVICE AND ASSISTANCE FROM HKVN LAW FIRM

HKVN Law Firm can provide the followings:

(1)     Legal advice and assistance to find the right location for the factory to be set up and assistance in negotiating for and advising on the terms of the land/factory lease.

(2)     Legal advice on legal regulations and procedures for registration of factories in Vietnam.

(3)     Preparation of application documents for setting up factories in Vietnam.

(4)     Submitting for and on behalf of the Investor application documents to the competent authorities and dealing with the authorities for setting up the factory in Vietnam.

(5)     Legal advice on matters after registration of factories including but not limited to opening bank accounts, applying for work permits of employees, applying for residence permits of representatives of the company, dealing with labor issues and taxation of the company.

 

3.     REQUIRED INFORMATION AND DOCUMENTS FOR INVESTOR(S)

(1)     REQUIRED INFORMATION

(i)     Information on the Investor     

         If the Investor is an individual:

  • Name of the Investor, passport, permanent address, current address.

If the Investor is a company:

  • Certificate of Incorporation of the Investor in its jurisdiction, issuing authority, date and place of issue.
  • Registered address.
  • Legal representative(s) of the Investor: Name, nationality, date of birth, passport, permanent address, current address.

(ii)    Information of the factory to be set up

  • Name of factory.
  • Project site.
  • Legal representative(s) of the factory: name, date of birth, nationality, passport, permanent address, current residence.
  • Products of the factory, investment scale and intended productivity of the factories, technology, equipment to be used and other related information.
  • Relevant experience/capacity of the Investor.
  • Business plan and objective of the Investor.
  • Capital to be injected into the factory (consisting of capital to be invested by the Investor.

Generally, there is no requirements on minimum amount capital, except for some special fields, for example: at least 20 billion VND (around 85,000 USD) for real estate business; at least 2 billion VND (around 8,500 USD) for labor outsourcing service, etc.

(2)     REQUIRED DOCUMENTS

(i)     If the Investor is an individual:

  • Legalized copy of passport of the Investor.
  • Legalized copy of the Investor’s bank statements showing an account balance which is enough to pay the caption contribution.
  • Legalized copy of the passport of the legal representative(s) of the factory to be set up.
  • Office/land lease contract & support documents of the lessor (including but not limited to copy of certificate of property ownership right, copy of business licence of property owner, copy of construction permit or leasing contract (if sub-lease), etc.)

(ii)    If the Investor is a company:

  • Legalized copy of the certificate of incorporation of the Investor.
  • Legalized copy of the articles of association of the Investor.
  • Legalized copy of the Investor’s audited financial reports for 2 years before the application.
  • Legalized copy of the Investor’s bank statements showing an account balance which is enough to pay the capital contribution.
  • Legalized copy of the passport of the legal representative(s) of the factory to be set up.
  • Office/ land lease contract & supporting documents of the lessor (including but not limited to copy of certificate of property ownership right, copy of business licence of property owner, copy of construction permit or leasing contract (if sub-lease), etc.)

Remarks:

“Legalized copies” means copies which are:

(1) certified by a notary public in Hong Kong;

(2) apostilled by Hong Kong High Court; and

(3) certified by Vietnam Embassy/Consulate in Hong Kong.

Image

Background Search on Companies and Enterprises in Vietnam

Background search and due diligence exercise on business counterparts or potential business counterparts are indispensable measures to protect companies and enterprises from potential risks. HKVN Law Firm provides such services assists clients in understanding the obtained reports.

Image

Arbitration Cases

Arbitration is an alternative to court proceedings for settling disputes. It is a cost-effective, confidential, and efficient method to resolve commercial disputes.

In Vietnam, arbitration proceedings are supervised by the Vietnam International Arbitration Centre (“VIAC”). The VIAC prides on its internationality and its continuous expansion of international connections. HKVN Law Firm complies with the mission and core values of VIAC providing to clients excellent arbitration services.

Image

Buying and Selling of Properties in Vietnam

Investing in Vietnam’s real estate market is possible for non-local people. In 2015, a new Residential housing law is implemented, allowing foreigners to buy and sell properties in Vietnam. HKVN Law Firm provides services for the sale and purchase of properties in Vietnam to both local people and foreigners.

Image

Leasing of Land and Renting of Properties in Vietnam

Vietnam has a set of comprehensive laws on land right and land use, which could be complicated for business owners and landowners. The professional legal team of HKVN Law Firm provides service to deal with leasing of land and renting of properties in Vietnam, bringing about a hassle-free transaction process for clients.

Image

Registration of Trademarks and Patents in Vietnam

Intellectual Property is crucial to any successful business and its value is immeasurable. In 2010, laws to protect Intellectual Property Rights in Vietnam is revised and violations of Intellectual Property regulations will have legal consequences. Intellectual Property Rights will only be protected upon proper legal registration procedures. HKVN Law Firm provides such service of legal registration for trademarks and patents in Vietnam, safeguarding the most valuable component of a business and/or personal enterprise.

Image

General Legal Advice on Working and Living in Vietnam

HKVN Law Firm provides general legal advice on working and living in Vietnam. Consultation topics range from family matters, criminal law, employment claims, and more.

Image

Immigration Services

HKVN Law Firm provides legal service to clients for moving to live in Vietnam or immigrating to other places from Vietnam. There are various visas for residing in Vietnam for foreigners, and we can give legal advice. To immigrate to other countries, we may explore different legal methods with clients.