Procedures for Applying the Enterprise Registration Certificate in Vietnam

What Are the Procedures for Applying the Enterprise Registration Certificate for Foreign Investor in Vietnam?

According to Viet Nam’s commitments under the framework of the WTO and EVFTA agreement, foreign investors are allowed to establish foreign-invested enterprises to conduct business activities in Vietnam. However, the order and procedures for establishing enterprises for foreign investors must comply with the provisions of Vietnamese law.

 

Accordingly, this process consists of two main steps: (1) carry out the procedures for applying for the Investment Registration Certificate and (2) carry out the proceduresfor applying for the Enterprise Registration Certificate. In other words, to be granted the Enterprise Registration Certificate to officially and legally conduct business activities, a foreign investor must first obtain an Investment Registration Certificate.

For investment registration, foreign investors must have an investment project, except in the case of establishing a creative start-up small and medium-sized enterprise and an innovative start-up investment fund under the law on business support small and medium. The industries and trades in the investment project must not be in the industries and trades that prevent the access the market for foreign investors or the industries and trades being banned from doing business under the Law on Investment 2020. After that, investors need to prepare a dossier for issuance of the Investment Registration Certificate to be submitted to the Department of Planning and Investment where the investor implements the investment project.

Dossier for applying for the investment registration certificate includes: an application for issuance of the investment certificate; the Investor’s financial capacity report is prepared and responsible by the Investor; an explanation of the ability to meet the conditions that the investment project must satisfy according to the provisions of law for the project in the field of conditional investment; the economic – technical explanation includes the following main contents: objectives, scale, investment location, investment capital, project implementation progress, land use demand, technological solutions and solutions environmental legislation; draft of the company’s charter with full signatures of the legal representative, members or authorized representatives; members list; documents for verifying the investor’s legal status; documents for verifying financial ability. The investment registration authority repond to the application for the Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid dossier.

After being granted the Investment Registration Certificate, the foreign investor shall carry out the procedures to be granted the Enterprise Registration Certificate. In this step, the legal conditions are not as strict and complicated as the first step, but it also requires investors to prepare a number of papers and documents. Depending on the type of enterprise and the content of registration, the business registration subject needs to submit different types of documents under the requirements of the law. Investors can submit the dossier in person at the Business Registration Office or submit it online via the electronic network. The Business Registration Office shall issue the Enterprise Registration Certificate within 03 working days from the date of receipt of a valid dossier. In case the dossier is invalid or the name of the enterprise requested for registration is not in accordance with regulations, the Business Registration Office must notify in writing the contents that need to be amended, supplemented to the enterprise founder or the enterprise within 03 working days from the date of receipt of the dossier.

It can be remarked that the two-step process creates obstacles for many foreign investors when establishing an enterprise in Vietnam. It has been suggested the legislator to consider shortening the order and reducing the number of documents that need to be submitted, and at the same time, promote the online procedures to save time and human resources. For efficiency in preparing documents, the client could engage a law firm in Vietnam to assist carrying out procedures of setting up company and applying for investment and business registration certificate in Vietnam.

 Source ANTLawyers: https://antlawyers.vn/business/what-are-the-procedures-for-applying-the-enterprise-registration-certificate-for-foreign-investor-in-vietnam.html

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How Vietnam Support Start-up Company in Vietnam?

How Vietnam Support Start-up Company in Vietnam?

Start-up company is a topic that is receiving much attention in Vietnam, especially in the context of the country’s strong integration with the world economy. Starting a business is expected to create economic growth, make a positive contribution to socio-economic development. From start-up ideas gradually appears startup businesses in Vietnam. Every year, Vietnam has hundreds of new businesses established, in which the number of small and medium enterprises account for the majority. Because they are small and medium-sized enterprises, it is inevitable to face great competitive pressure from large traditional enterprises as well as competitors.

 

The identification of small and medium enterprises is the basis for the State to have supportive policies to help enterprises face competitive pressure in the market. Criteria to determine small and medium enterprises include: field of operation, average number of employees participating in social insurance per year, total revenue or total capital of the enterprise.

Firstly, micro-enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 10 people and the total revenue in the year not exceeding 3 billion VND or the total capital of the year is not more than 3 billion VND. Micro enterprises in the field of commerce and services employing no more than 10 employees per year on average with social insurance contributions and total annual revenue is not more than 10 billion VND or the year’s total capital is not more than 3 billion VND.

Second, small enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 100 people, total revenue in the year not exceeding 50 billion VND or total capital of the year not exceeding 20 billion VND, except micro-enterprises. Small enterprises in the field of commerce and service that have an average annual number of employees who participate in social insurance no more than 50 employees total revenue in the year is not more than 100 billion VND or total capital of the year is not more than 30 billion VND, except micro enterprises.

Third, medium enterprise in the field of agriculture, forestry, aquaculture; industry and construction that has an average annual number of employees who participate in social insurance not exceeding 200 people, total revenue in the year not exceeding 200 billion VND or total capital of the year not exceeding 100 billion VND but not micro-enterprises and small enterprises. Medium enterprises in the field of commerce and service that have an average annual number of employees who participate in social insurance no more than 100 employees, total revenue in the year is not more than 300 billion VND or total capital of the year is not more than 100 billion VND but not micro enterprises and small enterprises.

Because there are a large number of enterprises in the Vietnamese market, the State has introduced policies to support small and medium enterprises such as technology support, information support, consulting support, supporting human resource development, supporting small and medium enterprises to transform from household businesses, small and medium enterprises to innovative start-ups, small and medium enterprises joining industry clusters, value chains. Small and medium enterprises play an increasingly important role in the economic development of countries around the world. With the ability to create business opportunities and effective jobs, this business model is increasingly encouraged to develop and receive support from state agencies to expand and develop this business model in Vietnam.

With highly professional staff and great experience in foreign investment, ANT Lawyers would like to support you to prepare before setting up company in Vietnam.

 

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Differences Between Limited Liability Company and Joint Stock Company

How to distinguish a Limited Liability Company and Joint Stock Company?

Vietnam Law allows the establishment company in Vietnam in various forms. It is an important step in investment process.

 

10 questions to ask before setting up company in Vietnam?

Investors could choose different forms depending on the needs and capacity on the ability to raise capital and sharing the risk in business as well as the management and operating costs. Each form will have its own organizational structure, operating mechanism, rights and obligations specified under Law on Enterprise 2014.

Currently, Limited Liability Company (“LTD”) and Joint Stock Company (“JSC”) are two popular enterprise forms operating in Vietnam.

What is the difference between these two forms of companies?

I. Organizational Structure

Number of members/shareholders:

LTD

-Single member LTD: Having only one member (member can be an organization or an individual);

-Multi members LTD: Having at least 2 members and not exceed 50 members (member can be an organization or an individual).

JSC

Joint Stock Company has at least 3 shareholders and not limit the maximum number.

Management structure

LTD

-Single member LTD

Single member LTD owner by an organization shall be organized under two models: Company president, Director/General director and Supervisor; (OR) Members Council, Director/General director and Supervisor.

Single member LTD owner by an individual shall be organized as follows:  Company president, Director/General director.

-Multi members LTD

Multi members shall be organized by: LTD Council members, Chairman of the Members Council and Director/General director;

Multi members LTD having 11 members or more shall establish the Board of Supervisors.

JSC

JSC can be organized under two models: General Meeting of Shareholders, Board of Directors, Board of Supervisors and Director/General director; (OR) General Meeting of Shareholders, Board of Directors (Board of Internal Supervisors under Board of Directors) and Director/General director.

II. Capital Contribution

Raising capital

LTD

-Single member LTD: Owner increases charter capital

-Multi members LTD: Members increase their charter capital, or increasing the number of capital contributors

JSC

Different from LTD, JSC can raise its capital by various methods as follows: Selling shares to existing shareholders; Selling shares individually to non-shareholders; Issuing shares on the stock market.

Transfer of contributed capital

LTD

-Single member LTD: Owner transfers a part of contributed capital to other persons and this could lead to changes of the type of business or other procedures if all capital is transferred (for instance in a M&A deal).

-Multi members LTD: Offer the stakes to other members in proportion to their stakes in the company under the same conditions;  The stakes could only be transferred to other persons if the members do not buy or do not buy completely within 30 days from the offering date.

JSC

The shareholders of JSC are free for transfer their contributed capital after 03 years from the establishment.

Having said that, LTD is a type of enterprise that the capital contribution is not the only link between the members of the company but they are also linked together by relationship. They may be acquaintances and trust each other to jointly contribute capital to establish an enterprise. Therefore, the management of the LTD is as complicated as JSC. With the larger the number of shareholders, the level of capital mobilization, voting power to decide on issues of the company based on the ratio of capital contribution of each shareholder, the management and operation of the JSC is more complex.

The ability to raise capital of a JSC is higher than a LTD. Because, JSC can issue shares to the public in the form of securities. When the stocks are listed on stock exchange, the information of company’s business operations must be public and more transparent.

The procedure to set up a company in form of an LTD or a JSC has not much differences.

ANT Lawyers is a law firm in Vietnam with English speaking lawyers, located in the business centers of Hanoi, Danang and Ho Chi Minh City to provide convenient access to our clients. With highly professional staff and great experience in foreign investment, we would like to support you to set up joint stock company in Vietnam.

 

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Where is least expensive cities for working and living in Vietnam?

Where is least expensive cities for working and living in Vietnam?

The price indexes has always been on top of information list which investors look for when making investment into a new country. Beside various information i.e. GDP, Stock market, unemployment, producer price, interest rate, balance of trade, the investors also check the consumer price index and income to determine the attractiveness of market entry. There are many attractiveness factors including the low cost of living and low level of income in comparable with other neighboring countries, for making investment in setting up company in Vietnam for manufacturing purpose.

 

Where in Vietnam is cheapest city to live and work?

 According to statistics of 2021, taking Hanoi as the base indicator, the top 10 localities with the most expensive cost of living include: Hanoi (100%), Quang Ninh (99.5%), Ho Chi Minh City (98.98%), Da Nang (96.4%), Hai Phong (95.58%), Lao Cai (94.75%), Son La (94.58%), Lang Son (94.55%) %), Khanh Hoa (94.55%) and Dien Bien (94.41%).

How it has changed since 2015?

The top 10 provinces and cities with the most expensive cost of living in the country in 2015 include: Lai Chau (100.3%), Hanoi (100%), Son La (99.27%), Lao Cai (99.02%), Dien Bien (98.85%), Ho Chi Minh City City (97.39%), Ha Tinh (97.14%), Ha Giang (96.5%), Da Nang (96.44%) and Binh Phuoc (96.12%).

In 2021, Hanoi’s per capita income reaches more than 6 million VND/month.  Since 2016, Hanoi has always been in the top 3 localities with the highest income in the country.

In 2015, Da Nang ranked 9/63 with a price equal to 96.44% compared to Hanoi. By 2017, the city “jumped” to third place, up 6 places compared to 2015. In 2021, Da Nang’s cost of living is 96.4% of that of Hanoi and ranked 4th in the country in terms of expensiveness. In 2021, Da Nang has per capita income of more than 5.2 million VND/month, ranking 5th out of 63 provinces and cities. Previously, 2019 was the year the city had the highest income in the past 10 years with more than 6 million VND/person/month.

In 2021, Ho Chi Minh City reached 98.98% and ranked 3rd out of 63 provinces and cities in cost of living.   From 2002 to 2016, the city has always been the place with the highest income in the country. From 2018 to present, Ho Chi Minh City maintains the “runner-up” position (behind Binh Duong), in which, 2019 is the year with the highest income with 6.7 million VND/person/month.

Besides the three central cities that are constantly in the top of the most expensive localities in the country, Lao Cai is the only mountainous province.

In 2020, Lao Cai ranked 5th in terms of the expensive level in consumption, equal to 96.52% compared to Hanoi. Lao Cai is the most expensive province among 14 Northern Midlands and Mountainous Provinces (the cheapest is Phu Tho, equal to 91.07% compared to Hanoi, ranked 56th nationwide). By 2021, Lao Cai’s index drop to 94.75%, the lowest level of the place since 2015 until now. With this index, Lao Cai ranks 6th in the country in terms of the expensiveness of the cost of living.

In particular, although the cost of living is quite high, the income of people in Lao Cai is not high. The average income of people in this locality was only 1.8 million VND/person/month in 2016 and ranked 53rd in the country. In 2021, people in Lao Cai earn an average of 2.51 million VND, ranking 55th in the country.

The low level of income and least living cost make Vietnam a favourable destination for investment.  Many labour intensive manufacturers in garment, shoes, furniture… have long chosen Vietnam as a place for establishing company in manufacturing. There are growing number of companies in electronics also manufacture in Vietnam to take advantage of the comparable low wage workforce.

With highly professional staff and great experience in foreign investment, ANT Lawyers - law firm in Vietnam would like to support you to establish company in Vietnam.

 

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Law Firm in Vietnam

ANT Lawyers is a law firm in Vietnam with offices in Hanoi, Danang and Ho Chi Minh City. We are an exclusive Vietnam law firm member of Prae Legal, a global law firm network spanning 5 continents and 150 countries through which we have built up relationship with lawyers from all parts of the world. This cooperation allow ANT Lawyers to handle cases involving matters of international nature involving foreigners.

 

Law Firm in Vietnam

ANT Lawyers works with corporate and individual clients from across the sectors and offers a true spectrum of legal expertise, both contentious and non-contentious. The range of our experience enables us to advise on various matters from the precedent-setting to the purely procedural.

The common thread in everything we do is our ability to combine both commercial and legal perspectives. This means our clients can rest assured that, whatever the case or transaction, our lawyers have the experience to deliver legal advice and service that works in a commercial context.

Our lawyers offer client with particular services that guide clients throughout investment, commercial transaction, M&A, civil transaction, property sales and purchase, IP registration, and dispute resolution procedures.

We help clients to overcome cultural barriers and achievie their strategic and financial results, anh in the meantime ensure best interest protection, risk minimization, and regulatory compliance.

Looking for a reliable local English speaking law firm in Vietnam for your business?

Tell us how we can be of service and one of our team members will contact you. Email: ant@antlawyers.vn, Tel: +84 28 730 86 529

 

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Potential to attract investment when iPhone can be assembled in Vietnam

Potential to attract investment when iPhone can be assembled in Vietnam 

iPhone is the name of the smartphone line from Apple – a large American technology corporation. The iPhone is a high-end technology product and is used by many people around the world. Currently, Apple assembles the majority of iPhones in factories located in China, and components are manufactured in India, Thailand, the US and many other places. The setting up of iPhone manufacturing facilities in Vietnam will attract other investors to set up company in Vietnam.

 

Pegatron is one of three iPhone production partners for Apple that is under pressure to expand production outside of China. In addition, China’s application of Covid control measures has pushed the plan to expand production even more strongly. Accordingly, one of the expected locations to be selected is Vietnam.

Although in China the social distancing orders to control Covid-19 have been gradually removed, the labor shortage is still a serious problem. On the other hand, in the peak season, the demand for labor to increase production increases. Therefore, expanding production activities to other regions like Vietnam is a necessary solution to solve the labor shortage.

Besides, there are many different reasons for Pegatron to set up a factory in Vietnam. One of the reasons mentioned is that the stakeholders want to reduce the concentration of production in the current areas and limit the difficulty in recruiting personnel. Meanwhile, Vietnam has young and abundant human resources and production areas are planned and created more favorable conditions for foreign investors.

Moreover, Pegatron previously intended to expand the production line to Vietnam and Pegatron is building a factory in Hai Phong. In addition, many of Apple’s assembly partners also have factories in Vietnam, but no factories have yet assembled iPhones. Therefore, if iPhone is assembled in Vietnam, it will create a strong effect to attract foreign investors to invest in Vietnam and establish company in Vietnam. Accordingly, this will also be a great opportunity for the labor market in Vietnam and promote investment and development.

Currently, the Vietnamese market is gradually becoming an investment target of many large foreign investors. Therefore, besides the government’s open door policies, Vietnamese businesses and workers need to make more efforts to promote their capacity when participating in cooperation and working for large enterprises like Apple.

With highly professional staff and great experience in business, ANT Lawyers – Law firm in Vietnam would like to support you to establish company in Vietnam.

 

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What Are New Points of the Law on Intellectual Property 2022

The 2005 Law on Intellectual Property (IP) was amended and supplemented twice, in 2009 and 2019, to make it more practical and to address new concerns in the area of intellectual property as they arise. However, given the rapid development and international integration of this field, the requirement for updating this law continues to be raised so that domestic law is consistent with international law. The National Assembly, therefore, promulgated the Law amending and supplementing several sections of the IP Law (referred to as the Law on Amendments and Supplements) on June 16, 2022, which will officially take effect on January 01, 2023. The new law modifies more than 100 articles of the IP Law and focuses on 7 major policy groups.

 

What Are New Points of the Law Amending and Supplementing The Law on Intellectual Property?

First, the IP Law updates, corrects and perfects the interpretation of terms so that they are coherent and consistent. Any statute will contain provisions defining the technical terms of the area covered. However, in the process of linking terms and regulations, inconsistencies or misunderstandings still occur, hence amendments and supplements are necessary. Specifically, some concepts in Article 4 of the IP Law such as: derivative works; published work, audio and visual fixation; reproduction; broadcasting; industrial design; integrated trademarks; well known mark; geographical indication are explained and clarified. The terms can be seen as the basis for defining and applying legal provisions related to the claims arising around it, such as copyright for derivative works or industrial property rights for geographical indications. The terms under the Law on Amendments and Supplements are not completely renewed but simply inherited and perfected from the old law, then it is reasonably possible to adapt and apply.

Second, the Law on Amendments and Supplements provides more specific provisions on copyright and related rights in Vietnam; extending the term of protection; at the same time, there is a change in the assignment or transfer of these rights. In addition to works that are protected for the life of an author, cinematographic, photographic, theatrical, and applied art works, anonymous works published for the first time, have their protection term extended from 50 years to 75 years. It can be remarked that copyright protection in Vietnam is becoming more and more important and stricter. The biggest change is that the Law on Amendments and Supplements allows the author to transfer one more moral right. Pursuant to Article 41 of the 2005 IP Law amended and supplemented in 2009 and 2019, the author may only transfer some or all of the property rights and the only moral right which is to publish the work. Until the Law on Amendments and Supplements in 2022, Article 19 allows “authors have the right to transfer the right to use the right to give titles to their works”. Besides, the previous provision in Article 47: ” Authors shall not be permitted to license the moral rights stipulated in article 19 of this Law, except for the right of publication…” is amended to “ Authors shall not be permitted to license the moral rights according to clause 2 and 4, Article 19 of this Law…”. This change means that the author is allowed to transfer two moral rights: the right to publish the work and the right to give title the work. From there, the owner who are transferred these rights can completely name or change the name, which absolutely does not affect the legitimate rights of the author.

Third, the Law on Amendments and Supplements in 2022 clarifies acts of infringing upon copyright and related rights. Article 28 stipulates the act of copyright infringement in Vietnam initially has 16 clauses, then it is condensed and concise into 8 clauses but still full and covers the content. For example, Clause 1 “appropriating copyright in literary, artistic or scientific works”, Clause 2 “impersonating an author”, Clause 3 “Publishing and distributing works without the author’s permission”, … are all included in Clauses 1 and 2 of the new law as “infringement on the moral rights and property rights of the author”. In addition, the clauses of Article 35 on related rights infringement are supplemented and explained. Both Article 28 and Article 35 add Clause 11 on the act of “failure to perform or incomplete implementation of regulations to be exempted from liability of the intermediary service provider”. Technological technology and the Internet have developed strongly, leading to the formation of intermediary service providers. The regulations about “enterprise providing intermediary services” have first appeared in the IP Law, demonstrating the development and completion of the law in order to promptly adjust new problems. For exceptions that do not infringe copyright, according to the Law on Amendments and Supplements, when using a published work, one does not have to ask for permission or pay royalties, but he/she must provide information about the author’s name and the source and origin of the work. This change is to ensure copyright for that work, to avoid misunderstanding that the user is the author of the work.

Fourth, the procedure for registration of copyright, related rights and industrial property rights in Vietnam have become simpler and more streamlined. If the unmodified Law only stipulates that the application is filed directly or through a legal IP representative in Vietnam, the application for establishment of rights can be filed in the form of a written document in paper form (submitted in person) or electronically under the online application system after the law is amended. The new regulation represents an update in line with the development of the information technology level of the digital age. This creates favorable conditions for subjects to easily submit registration IP applications in Vietnam, especially those with geographical distances without authorizing other organizations and individuals to apply. At the same time, it also helps reduce the resources required to receive applications directly.

Fifth, the use of the National Flag, National Emblem and National Anthem is regulated for the first time in the Intellectual Property Law. Specifically, “Organizations and individuals exercising intellectual property rights related to the National Flag, National Emblem and National Anthem of the Socialist Republic of Vietnam must not prevent or obstruct the dissemination and use of the National flag, National Emblem, National Anthem” (added to Article 7.2). Thus, the dissemination and use of the National Flag, National Emblem, and National Anthem is allowed without being prevented or obstructed by any organization or individual if the purpose of such use does not violate the law and not against social morality.

In conclusion, the Law amending and supplementing the IP Law 2005 has updated more than 100 provisions to be consistent with the country’s socio-economic, scientific and technological development orientations and international treaties to which Vietnam is a member. For the Law to amend and supplement to achieve good results when it comes to implementation, competent state agencies should soon issue detailed guiding regulations, focus on organizing the implementation of the Law and ensuring the following regulations. the provisions of the Law come to life. The success of the Amended Law of Intellectual Property Law in Vietnam will make an important contribution to the sustainable development of the field of intellectual property rights in Vietnam.

 

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