What 10 Questions to Ask Before Setting up Company in Vietnam?

 Foreigners are encouraged to make investment in Vietnam through direct investment by setting up company in Vietnam.

Vietnam presents a compelling opportunity for investors looking to establish a company and tap into its burgeoning market. With a dynamic economy, strategic geographical location, and a favorable business climate, Vietnam offers a wealth of advantages that make it an attractive investment destination. As investors contemplate their next venture, the following questions provide essential insights into the process of setting up a company in Vietnam, ensuring a smooth and successful establishment within the country’s vibrant business landscape.

Before setting up company in Vietnam, ask yourself the following 10 questions:

1.Which business should I invest in Vietnam?

2.What should I name the business in Vietnam?

3.Where should I register the address of the business in Vietnam?

4.What is the legal structure of the company?

5.How much capital is required for setting up a company in Vietnam?

6.Whom will be legal representative and work permit in Vietnam?

7.How long does it take to set-up a company in Vietnam?

8.Whom will be granting the investment license in Vietnam?

9.What are the tax liability in Vietnam?

10.What are mandatory reports submissions requirement in Vietnam?

1.Which business should I invest in Vietnam?

There are non-conditional investment areas and conditional investment areas. Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding… which are more complicated with investment conditions. Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

2.What should I name the business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name. The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses. For instance, the company could be named Alpha consulting limited liability company.

3.Where should I register the address of the business in Vietnam?

Not every address could be used to register a company. The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

4.What is the legal structure of the company?

Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

5.How much capital is required for setting up company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

6.Whom will be legal representative and work permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally. The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

7.How long does it take to set-up a company in Vietnam?

It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in Vietnam in conditional investment areas i.e.  trading company, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in Vietnam in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

8.Whom will be granting the investment license in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

9.What are the tax liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0. Import tax varies according to tariff. Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%. Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.

10.What are mandatory reports submissions requirement in Vietnam?

Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually. Foreign companies are also required to have financial audit taken before the financial year end. The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.

How a law firm in Vietnam could help setting up company in Vietnam?

As Vietnam continues to experience rapid economic growth and embraces market-oriented reforms, it emerges as a prime location for foreign investors setting up company in Vietnam. With a diverse range of investment areas, straightforward registration processes, and a supportive legal framework, Vietnam provides ample opportunities for success.

By carefully considering the crucial factors outlined in this essay, such as business selection, legal requirements, capital investment, and taxation, investors can navigate the intricacies of setting up company in Vietnam with confidence. Moreover, the country’s commitment to attracting foreign investment, coupled with its strategic regional position and favorable trade agreements, positions Vietnam as a gateway to the flourishing markets of Southeast Asia. Investing in Vietnam can unlock immense potential, enabling investors to thrive in a dynamic and promising business environment.

With professional staff and experience in foreign investment, ANT Lawyers, a law firm in Vietnam would support client to well prepare before setting up company in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers law firm has law offices in Hanoi, Ho Chi Minh City and Danang, and will help customers in doing business in Vietnam.

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Which Sectors Attracting Investment in First Half of 2015?

 The trend of foreign direct investment (FDI) in Vietnam continues to tremendously increase into key sectors such as industrial processing and manufacturing, business and real estate, wholesale and retail, through setting up business in Vietnam.

Accordingly, the disbursed FDI inflows in June positively increased and exceeded the growth rate of last year. In June 2015, registered and new FDI is 1.19 billion dollars, bringing the total registered and new value to 5.49 billion dollars since the beginning of this year, equivalent to 80.2 % value of the same period in last year 2014.

In particular, FDI registered capital of 3.83 billion USD since the beginning of 2015 is equivalent to 79% FDI capital of the same period in 2014. Additional FDI capital was 1.65 billion in the first 6 months of 2015, equivalent to 83% FDI capital of the same period of 2014. The FDI project has disbursed a total of 6.3 billion, increase 9,6% value in the same period in 2014.

FDI in small-scale projects has a tendency to continue to play a leading role as the previous month. In June 2015, Vietnam has not had any large-scale projects yet. Meanwhile, small-scale projects including new and additional capital have increased. The number of new projects increased by 15% and the number of additional capital projects increased more than 28%.

Foreign investment in Vietnam in the past 6 months continuously focuses on key industries like processing industries, manufacturing, business and real estate, wholesale and retail.

Previous figures of Foreign Investment Agency (Ministry of Planning and Investment) stated that processing industries, manufacturing continues are the sector attracting the interest of foreign investors with 338 registered investment projects and 190 new projects increased capital, with total new and additional capital is 4.18 billion, which accounts for 76.2% of total registered capital. Real estate is second with 11 projects registered and 7 projects increased capital. The total investment of newly registered and additional capital is 465.5 million USD, accounting for 8.5% value of total capital investment. At third, the wholesale and retail sector with 119 new projects and 26 projects increased capital. The total investment of newly registered and additional capital is 276.5 million USD, accounting for 5% value of the total investment.

Compared with the same period of 2014 figures, it’s clearly that foreign capital invested in the retail sector is growing. In the first 6 months of 2014, FDI in retail sector figures stop at about 1.4% of total registered FDI capital in Vietnam. In the first 6 months of 2015, this figure has increased by 5%.

In conclusion, thanks to the considerably development in recent years, the retail industry has risen and competed against the construction industry, becoming one of three areas which attracts foreign capital the first six months of the year 2015.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Strong Flows of FDI Into Vietnam in Jul 2015

 It has been reported foreign direct investment is strong in the month of Jul 2015 for which foreign investors have been putting more money into manufacturing through setting up business in Vietnam especially high tech area.

There were a series of FDI projects that are newly granted with the investment certificate in July 2015, such as the 274 million USD project of Far Eastern in Binh Duong; or the project of Regina Miracle Company will invest 88 million USD to build a shoes manufacturing plant in an area of ​​13.6 hectares in the VSIP Hai Duong. Moreover, VSIP has just received the investment certificate of the industrial park – urban area – services VSIP Nghe An project with the first phase investment capital of over 15 million USD, the entire project could be 76 million USD.

This trend will probably continue in the future, and not just relying on those large-scale projects mentioned above. In the mid-July, during the visit to the United States, leaders of Ho Chi Minh City (HCMC) have signed a written approval for the Jabil Group (US) to invest additional amount of 500 million USD to expand their factory in HCMC hi-tech park.

Jabil has invested in Vietnam since 2007 and recently they are continuously expanding their investment. According to the statistics of HCMC, Jabil’s revenue in HCMC have steadily increased by 50% / year over the last 5 years and accumulated until the end of June 2015, Jabil has exported 1.3 billion USD of the high-tech products, making great contributions to the socio – economic development of the city.

If this project soon to be granted the investment certificate, it will contribute not only to newly registered FDI capital, but more importantly, emphasis the intention to encourage investment in high-tech sectors was a right choice.

Not only in the field of high technology, in order to meet the opportunities brought up by the Trans-Pacific Partnership (TPP), many large FDI projects will flow into Vietnam in the coming time. The negotiations in an effort to resolve outstanding issues when joining TPP will be conducted this coming months. If completed, the TPP will bring many opportunities (and of course the challenges) for Vietnam.

Meanwhile, there are more and more foreign business delegations coming to seek investment opportunities through setting up factories in Vietnam. Last week, a South Korean business delegation came to Vietnam to survey the market and seek investment opportunities in the field of electronics industry in Vietnam.

South Korea is currently the largest investor in Vietnam, with total registered capital of over 39 billion USD and this figure will continue to rise sharply in the future. According to Mr. Kim Young Sun, general secretary of the ASEAN – Korea Center, Vietnam is an attractive investment destination for many Korean businesses, especially businesses in the electronics field.

In particular, with the Vietnam – Korea free trade agreement has just been signed, the expected two-way trade turnover will reach 70 billion USD by 2020. This will open up further extensive cooperation opportunities between Vietnam and Korea in various fields, including investment in Vietnam.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Why Japan Investors Invest in Vietnam

 The depreciation of yen against dollar, more available funds for loans from Japanese banks, and the fast aging population make Japanese corporations increasing investment in foreign markets including Vietnam through setting up business venture.

In a morning of Jan 22nd 2015, the office of Ministry of Planning and Investment and Foreign Investment Agency have met and worked with small and medium business delegation of Japan to explore investment opportunities in Vietnam. The Japanese business delegation led by Mr. Shuichi Kageyama, vice president of Sumitomo Mitsui Banking, are representative of 21 companies operating in the area of construction, real estate, electronics, manufacturing, chemicals, pharmaceuticals products, medical devices. The visit has shown interests of Japanese investors in various sectors in the socio-economic development, environmental and investment policies of the government of Vietnam in attracting foreign investment. The Vietnam government also shows effort to support Japanese investor through improving on administrative procedures, and transparency.

The visit of Japanese delegation to Vietnam should be noted amid the strongest wave of Japanese corporations’ investment into foreign markets since 2006 after building up record cash on hands. The yen has been at weak level making M&A into foreign market expensive. However it is expected that yen will depreciate further against dollar over the year to come due to the policy of Mr. Shinzo Abe. In the meantime, Japanese banks are also ready to make more funds available for loans. Another fact is that Japanese population is aging faster. Those combined reasons together with Vietnam’s attractiveness for investors make Japanese corporations increase investment through making direct investment or acquiring other corporations in foreign markets including Vietnam.

According to the Foreign Investment Agency, as of Oct 2014, Vietnam has attracted more than USD 36.5 billion from Japan with more than 2,434 FDI projects. Japan ranks first in the number of countries and territories that have investment projects in Vietnam, in which, the first 10 months of the year 2014, total investment of newly registered and increased capital from Japan reached USD 1.66 billion. Thanh Hoa has 9 projects with a total investment of USD 9.68 billion; Hanoi has 607 projects at nearly USD 4 billion; Binh Duong province has 241 projects at USD 3.8 billion.

Japanese corporations invest in various area including retail, food processing, IT, manufacturing, constructions. Several prominent Japanese investors have been successful in Vietnam are Cannon, Isuzu Motors, Ajinomoto, Toyota Corporations, Logitem Logistics, Mitsubishi Corp, Kotobuki Holdings, Taisei Corp, Sumitomo Corp, Itochu Corp. The list will continue to grow as the time to come as Japan diversifies from China and Vietnam continues to emerge as an attractive destination.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

Read More

10 Questions to Ask Before Setting up Company in Vietnam

Foreigners are encouraged to make investment in Vietnam through direct investment by Setting up company in Vietnam.

However there are restrictions in some cases in regard to investment capital, investment area, special licenses required. The investor is suggested to consult with a law firms in Vietnam for advice and service offering.

Before setting up business in Vietnam, ask yourself the following questions:

1. Which business should I invest in Vietnam?

There are non-conditional investment areas and conditional investment areas. Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding… which are more complicated with investment conditions. Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

2. What should I name the business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name. The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses. For instance, the company could be named Alpha consulting limited liability company.

3. Where should I register the address of the business in Vietnam?

Not every address could be used to register a company. The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

4. What is the legal structure of the company?

Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

5. How much capital is required to set-up a company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

6. Whom will be legal representative and work permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally. The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

7. How long does it take to set-up a company in Vietnam?

It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in conditional investment areas i.e. trading company in Vietnam, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

8. Whom will be granting the investment license in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

9. What are the tax liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0. Import tax varies according to tariff. Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%. Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.

10. What are mandatory reports submissions requirement in Vietnam?

Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually. Foreign companies are also required to have financial audit taken before the financial year end. The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers have Attorneys in Hanoi, Attorneys in Ho Chi Minh and Attorneys in Danang.

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