ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Chủ Nhật, 26 tháng 2, 2017

Conditions of Setting up Import and Export Company in Vietnam

Before Vietnam joined World Trading Organization (WTO), distribution and import, export activities conducted by foreign owned entities are strictly regulated by Vietnam government.  As such, foreigners could only conduct the import of goods through the Vietnam agents.

Since 2007, Vietnam has become an official member of WTO and it had to commit a route to open local market to foreign companies and traders, including foreign distributors.  Within 02 years from the date of accession to WTO, regulations with services and trading activities have been eased up gradually to be more open.  Since 2009, foreigner investors have been entitled to set up 100% foreign-owned companies to conduct activities related to the sale and purchase of goods including import and export, and distribution including acting as agents for purchase and sale, wholesale, retail and franchising.   This opens up opportunities for foreign investors to expand their trading activities in Vietnam.
1. Conditions for foreign-owned company in import and export or distribution field:
According to Article 4, Decree No. 23/2007/ND-CP on 12 February 2007 by the Government providing regulation for implementation of Commercial Law regarding purchase and sale of goods and activities directly related to the purchase and sale of goods by enterprises with foreign owned capital in Vietnam (“Decree No. 23”), the conditions for an enterprise with foreign owned capital to be granted a business license for activities of purchase and sale of goods and activities related to purchase and sale of goods in Vietnam shall comprise:
a. It is an investor belonging to a country or territory participating in an international treaty of which the Socialist Republic of Vietnam is a member and in such treaty Vietnam has undertaken to open the market on activities of purchase and sale of goods and activities directly related to purchase and sale of goods;
b. The form of investment is consistent with the schedules undertaken in international treaties of which the Socialist Republic of Vietnam is a member and is consistent with the law of Vietnam;
c. The goods and services in which business is conducted are consistent with Vietnam’s undertaking to open the market and are consistent with the law of Vietnam;
d. The scope of operation is consistent with Vietnam’s undertaking to open the market and is consistent with the law of Vietnam;
e. It has approval from the competent State body.
With respect to foreign investors not in the category stipulated in clause (a) above, the Minister of Industry and Trade shall consider each application on a case by case basis and must approve activities of purchase and sale of goods and activities directly related to purchase and sale of goods before the authorized State body grants a business license.
2. Conditions of foreign-invested enterprises on implementation export rights
According to Circular No. 08/2013/TT-BTC dated on April 22, 2013 issued by the Ministry of Industry and Trade detailing the goods trading and directly related activities of foreign-invested enterprises in Vietnam (“Circular No.08”), foreign-owned enterprises which have been licensed to conduct export activities are permitted to export, purchase goods in Vietnam for export, including goods imported in Vietnam by them or other enterprises already finished tax liability and other financial obligations, under the following conditions:
a. Export goods which are not in the list of those banned from export, list of those temporarily suspended from export, list of those of which the right to export is not granted according to international commitments;
b. For export goods in the list of conditional export goods, enterprises must meet conditions as prescribed by law;
c. For export goods in the list of goods to be exported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;
d. The export commodities must be suitable with content of the right to export which enterprises have been licensed for implementation.
The foreign-invested enterprises already licensed for right to export are entitled to directly do procedures for export of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to export are entitled to directly purchase only goods of Vietnamese traders who have business registration or right to import, right to distribute such goods for export; not entitled to organize the network of goods purchase in Vietnam for export, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.
3. Conditions of foreign-invested enterprises on implementation import rights:
Under Circular No. 08, foreign-owned enterprises which are licensed to import goods are permitted:
a. Import goods which are not in the list of those banned from import, list of those temporarily suspended from import, list of those of which the right to import is not granted according to international commitments;
b. Import goods belong in the list of conditional import goods, enterprises must meet conditions as prescribed by law;
c. Import goods belong in the list of goods to be imported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;
d. The import commodities must be suitable with content of the right to import which enterprises have been licensed for implementation.
The foreign-invested enterprises already licensed for right to import are entitle to directly do procedures for import of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to import but not yet licensed for right to distribute are entitled to directly sell import goods for Vietnamese traders who have business registration or right to export, right to distribute such goods; not entitled to organize or participate in the network of goods distribution in Vietnam, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.
4. Conditions of foreign-owned enterprises on implementation distribution rights:
Distribution is defined as Decree 23 as “activities of wholesaling, retailing, agency  for purchase and sale of goods and franchising in accordance with the law of Vietnam”. The right to distribution is defined as “the right to undertake directly activities of distribution”.
Under Circular No. 08, foreign-owned enterprises which have been licensed to conduct distribution activities shall be permitted:
a) To conduct wholesaling, retailing, franchising and agency for trading goods manufactured in Vietnam and goods imported into Vietnam, except:
i) For goods on the list of those banned from business and list of those of which the right to distribution is not granted under international commitments;
ii) For goods restrained for business or goods of conditional business, enterprises must meet conditions as prescribed by law;
iii) For distribution goods in the list of goods to be distributed under roadmaps specified in international commitments, enterprises must comply with the committed roadmap.
b) The distribution commodities must be suitable with content of the right to distribution which enterprises have been licensed for implementation.
Depending on the method of business, investor could choose one of activities belonging to distributions rights. With each method, the investor needs to apply a suitable business registration issued by competent authorities.
Further, foreign invested enterprises whose investment registered retail business line in their investment certificate could open a single retail outlet in order to sell their goods to the end of user or customers.  The setting up of retail establishments including the first retail establishments must abide by law regulations on state management for retail activities and be conformable with the related master plans of central-affiliated cities and provinces, where are expected for setting up of retail establishments.   The setting up of retail establishments in addition to the first retail establishments are considered for each specific case based on the examination on economic demand of each locality where place retail establishment under the criteria: Quantity of retail establishments, stability of market, residential density and scale of district-level localities where are expected for the setting up of retail establishments.
Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation for setting up a trading company in Vietnam.
In order to seek further advice or request service, please contact us at ant@antlawyers.vn or call + 84 912 817 823.

Thứ Năm, 23 tháng 2, 2017

CPC Code – Foreign Investors Need to Know in Vietnam

Once a foreign investor wishes to invest in Vietnam, they not only need to be well-informed about investment environment, incentive, labor, State policies, but also need to know about CPC code. Each specific service is fixed with a provisional Central Product Classification (called CPC code) belonging to Central Product Classification of United Nations. In the Schedule of Service Commitment under WTO Commitment, all services which Vietnam commits to open market are listed with CPC code corresponding with international standard.

Investors could check business lines which they wish to invest against the Schedule of Service Commitment under WTO Commitment of Vietnam as well as specialty regulations under laws of Vietnam to define their business lines and consider its practicability.
If this business line was committed to open market with foreign investors, the investors could perform investment into Vietnam. For the business lines not yet committed, Vietnam has full rights on approval or refusal on permitting foreigner investors to carry out investment in Vietnam market. In special cases, Vietnam government could consider the issuance of investment license with the non-committed services based on scale, capital, and location of project, however, Vietnam has full rights to offer conditions that investors must meet before issuance of license, and still guarantee to comply basic principle of GATS (General Agreement on trade service).
Beside business lines, investors also need to pay attention to form and rate of commercial presence in Vietnam. Accordingly, except other regulations at each sector and sub-sector of the Schedule of Service Commitment, foreign company only sets up commercial presence in Vietnam under Joint Venture Company, wholly foreigner-owned company, business cooperation contract, representative office, branch office.
Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation for setting up business in Vietnam.



In order to seek further advice or request service, please contact us at ant@antlawyers.vn or call + 84 912 817 823.

Thứ Tư, 22 tháng 2, 2017

Benefits of Representative Offices in Vietnam

Following the trend of international economic integration, foreigners have been attracted by the benefits of doing business in Vietnam through setting up representative office, setting up company, acquiring shares in Vietnam enterprise through M&A activity.

At the initial stage, foreign entity would try to research market, undertake due diligence on its clients, buyers, clients, or other business partners therefore many will be interested in establishing a representative office in Vietnam.
The foundation of representative office of foreign entity in Vietnam is governed under Vietnam Commercial Law 2005 and Decree 07/2016 / ND-CP dated 25 May, 2016.

Advantages of establishment of a representative office:

Establishing a representative office is a tool to research the market. For the first time, foreign enterprises entering the Vietnam market, the primary purpose is understanding the market, undertaking research on clients, or due diligence on their business partners, distributors, monitoring the performance of buyers and being familiar with the Vietnam market. The establishment of representative office in Vietnam turns out to be the most effective option both of cost and time.
The representative office in Vietnam is an effective tool to promote commercial activity, seeking partners, and increasing opportunities to expand business market in Vietnam.
Representative office form in Vietnam has allowed foreign entity to receive benefits such as recruiting Vietnamese employees, foreign employees working in offices whom could apply for work permit in Vietnam, then temporary residence card in Vietnam, opening bank accounts in foreign currencies or Vietnam dong at commercial banks, and to be allowed to use those accounts solely for their operations.
According to the laws of Vietnam, the establishment of representative offices does not require the investor’s capital. Instead, setting up a company in Vietnam, an economic organization requires capital contribution as per business plan, ranging from USD 50 k to million USD. Sometime, if the investment fall under conditional areas, setting up company seems more challenging.  This relieves the foreign trader from advancing too much to achieve the purpose of expanding the market before the business plan has been proved to materialize.
Further, the establishment of representative office follows more simple procedures for licensing in Vietnam than establishing entity in Vietnam. Accordingly, the process has been taken less time which is more favorable for foreign traders.

Challenges of the establishment of representative office in Vietnam?

Vietnam law provides that, in order to establish a representative office in Vietnam, foreign traders have to prove the fulfillment of the financial responsibility in their country. In practice, the foreign entity is expected to provide audited financial statements. In some countries, the financial audited report is not available according to laws. The Vietnam Department of Trade and Commerce, which state authority would grand representative office operation certificate would require documents showing the fulfillment of tax liabilities or financial obligations of the last fiscal year, or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established. This provision may initially be difficult. However, if the foreign trader has been established and operated legally in their country, the implementation of this provision is not a major obstacle.
As a large potential market such a Vietnam, as well as the current rapid reform in administrative procedures, Vietnam Government has been more flexible to encourage foreign traders doing business in Vietnam, hence the establishment of representative offices is an optimal method to consider for market research, trade promotion and a stepping stone to penetrate the Vietnam market successfully.
The commercial law and other business laws in Vietnam are frequently changing toward attracting more quality investment projects into Vietnam.  ANT Lawyers in Hanoi, Da Nang and Ho Chi Minh City continue to follow and provide update to its clients for their smooth operation in Vietnam.

Thứ Ba, 21 tháng 2, 2017

How Could a Vietnamese Change the Name?

According to the civil laws in Vietnam, a citizen’s full name including first name, middle name and last name has been registered at birth in the birth certificate when properly issued. If a Vietnamese wishes to change the name, there must be a legitimate reasons and the process and procedure have to follow Vietnam Civil Code.

Individuals may request competent state agencies to recognize the change of name in the following cases:
a) At the request of person with name which the use such names causes confusion, emotional impact on family, honor, rights and lawful interests of that person;
b) At the request of the adoptive parents about changing names for adoption or adopted child ceases adoption with the adoptive parents or when the birth parents request to regain the name that originally used;
c) At the request of the father, the mother or the child when determining parents of children;
d) Changing the family name of a child from their father’s family name to their mother’s family name or vice versa;
e) Changing the names of persons found their origins;
f) Change the name of the persons which gender is redefined;
g) The other case law on civil registration regulations.
Due to the complexity of the process in some cases, a law firm in Vietnam could help with a service which clients could same time and cost rather than trying to carry out the process themselves.

Thứ Hai, 20 tháng 2, 2017

How to Close a Business in Vietnam?

All corporations, companies, partnerships, branch offices, representative offices and other business entities are legal entities in Vietnam which can only be dissolved through formal procedures.

I. What are the major challenges with closing a business in Vietnam?
The main thing to remember throughout the process is that the dissolving company, a branch office or a representative office, one  should pay close attention to the involvement of all key stakeholders, i.e. the employees, customers, creditors, business partners and relevant authorities.
The following are key information to gather for thorough analysis
  1. Company size in terms of capital and number of employees?
  1. Enterprise’s business sector?
  1. Tax invoice usage declaration?
  1. Annual profit?
  1. Compliance with tax procedures?
  1. Administrative violations in the field of taxation?
  1. Any outstanding tax?
  1. Tax document filing records?
  1. Other tax matters?
II. What does the dissolution process involve?
Once an analysis has been through, the next procedures mostly deal with reporting and submitting the relevant documents to the various regulatories and tax authorities at each step of the process, terminating contracts, liquidating assets and settling liabilities, and general administrative work such as returning the corporate seal, registration certificates, and having the company’s name removed from the system of the license authorities.
III) How to prepare document to close a business in Vietnam?
1. Documents submitted to the licensing authority in Vietnam:
  1. Liquidation notice of enterprise;
  2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
  3. The company’s decision on liquidation;
  4. Report on enterprise asset liquidation;
  5. The list of creditors and the paid debt;
  6. Documents evidencing that enterprise has fulfilled all of its tax;
  7. Confirmation on social insurance for employees after the dissolution decision;
  8. The seal and certificate of seal sample registration.
2. Documents submitted to the tax authority in Vietnam:
  1. Liquidation notice of enterprise;
  2. Minutes of the meeting of Management Board / Board of Directors decided on the dissolution of enterprises;
  3. The company’s decision on dissolution;
  4. Audit reports and tax settlements;
  5. The financial statements for the year to date the decision on dissolution;
  6. The company’s tax liabilities audited by tax authority;
  7. Verification of tax obligations of the enterprise.
Closing a business in Vietnam might be a lengthy process and more complicated than setting up a company in Vietnam.  Sometimes, it is important to make a decision to exit and start a new venture.  As a law firm in Vietnam, we do assist clients to close the business, exit the investment and deal with pending issues with licensing authorities including department of planning and investment, department of labour, tax bureau and others.
For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.  

Chủ Nhật, 19 tháng 2, 2017

How Foreigners Could Marry Vietnamese Wife?

When a foreigner marrying a Vietnamese, this is cross cultural marriage with challenges and complexity in relationships which could be legally difficult.  The Vietnam laws on Marriage and Family on marriage and family relations involving foreign elements provide legal grounds to avoid false marriages to gain citizenship or conduct human trafficking.

The following should be taken into consideration when a foreigner marrying a Vietnamese. However due to the complexity, it is suggested family lawyers in Vietnam to be consulted to ensure the correct processes and procedures are carried out in timely manner:
1.Marriage consultation:
If marriage registration between a foreigner and a Vietnamese belongs one of the following cases, Vietnamese citizen must be consulted by the provincial Marriage Consultancy Center:
i) the age gap between two partners is 20 years or more;
ii) this is the third marriage of the foreign partner, or the foreign partner has gone through a divorce with a Vietnamese citizen;
iii) the partners do not completely understand about the families and backgrounds of each other; about the languages, traditions, customs, cultures, and laws on marriage and families of each other’s country.
After being advised on marriage consultation, Vietnamese citizen will be issued a certificate by Marriage Consultancy Center (hereafter referred to as Certificate) which is part of the application dossier.
When the Vietnamese citizens is fluent in a foreign language or foreigner is fluent in Vietnamese, and  the interviews at the Justice Department show that both sides have an good understanding of family circumstances, personal situation, and the understanding of language, customs, traditions, culture, laws on marriage and family in each country, the Certificate will not be needed.
2.Submission for marriage registration
One of two parties would submit directly to provincial Department of Justice of province where the Vietnamese citizen applicant resides.  A dossier of marriage registration is prepared including the following papers of each party:
a) The marriage registration declaration (standard form);
b) The papers of marriage status of each party:
Vietnamese shall provide the written certification of marital status issued by the People’s Committee where he/she resides.
Foreigner shall provide the documentary evidence on marital status of foreigners  issued by a competent agency of the country of which the applicant is a citizen.  In cases where foreign laws do not prescribe the certification of marriage status, it can be replaced by the certification of oath taken by the applicant that he or she concurrently has no wife or husband, in accordance with the laws of those countries; the written certificate of marriage eligibility issued by a competent agency of the country of which the applicant is a citizen (unless laws of this country do not regulate about this document); for foreigners who have already been divorced with Vietnamese citizens at foreign competent agencies, they must submit the written confirmation that the divorce which carried out abroad have been recorded in civil status book as prescribed by law of Vietnam.
c) The medical examination from a Vietnamese or foreign competent health organization, certifying that such person does not suffer from mental diseases or other diseases which make a person incapable to aware or control his/her acts;
d) Copies of personal papers, such as identity card or passport, passport or papers of substitute value such as travel document or residence card;
e) Copies of the household registration book, the temporary residence book (for Vietnamese citizens living in the country); permanent residence card, temporary residence card or temporary residence certificate (for foreigners residing temporarily or permanently in Vietnam).
f) Certificate of Marriage Consultancy Center on marriage to a foreigner that Vietnamese citizens have been given advice for marriage in compulsory cases mentioned above.
All documents provide by parties have to have valuation within 6 months to the date when the dossier is received.
Within 15 days as from the date of receiving the complete and valid dossiers as well as fees, the provincial Department of Justice shall have the responsibilities to implement the direct interview at head office for both marriage partners in order to check, clarify personal matter, voluntary marriage and extent of understanding each other of both marriage partners.
If the interview result shows that two parties fail to understand status of each other, the provincial Department of Justice shall make an appointment for re-interview; the next interview shall be performed 30 days after the preceding interview.
In cases there are issues which need to be verified, the provincial Department of Justice dshall carry out necessary procedures to verify.
4. Certificate of marriage registration in Vietnam
After interviewing both marriage partners, studying and verifying the marriage registration dossiers, opinions of police agencies (if any), the provincial Department of Justice shall report result and propose settlement of marriage registration to submit to provincial People’s Committees for decision, enclosed with 01 set of marriage registration dossier.
Within 05 working days, after receiving the written submission of the provincial justice department together with the marriage registration dossier, the chairman of the provincial People’s Committee shall sign in the certificate of marriage and return dossier to the provincial Department of Justice for holding the ceremony for marriage registration.
In case refusal for marriage registration, provincial People’s Committees shall have a document clearly stating reasons thereof and send it to the provincial Department of Justice in order to notify both marriage partners.
5. Ceremonies for marriage registration in Vietnam
Within 05 working days, after the Chairman of the provincial People’s Committee signs the marriage certificate, the provincial Department of Justice shall hold ceremony for marriage registration.
The marriage registration ceremony shall be solemnly organized at the office of the provincial Department of Justice. When the marriage registration ceremony is held, both marriage partners must be present. The representative of the provincial Department of Justice shall preside over the ceremony, requesting both parties to state their final intention on voluntary marriage. If they agree to marry each other, the representative of the Department of Justice shall record the marriage in the marriage registers, requesting each party to sign on the marriage certificate, the marriage register and hand over the original marriage certificate to the husbands and wives, each with one certificate.
The marriage certificate shall be valid from the date the marriage registration ceremony is organized as provided. The grant of copies of the marriage certificate from the original registers shall be implemented by the provincial Department of Justice at the requests of the wives or husbands.

Thứ Năm, 16 tháng 2, 2017

How to Recognize Father or Mother for a Child?

It is a legal requirement in Vietnam to register the recognition of father, mother of a child regardless the child’s parents are married or not. Such recognition shall be made on the newly issued birth certificate of the child.

The recognition of the father, mother protects the legal rights of all involved parties. For the family involving foreign elements i.e foreigners, expatriates living in Vietnam, the procedure for recognition of father, mothers of a child have to follow the laws of Vietnam, through various steps at Vietnam Authority including People’s Committee, Provincial Department of Justice and at Consular of foreign country where the mother or father of the child comes from.
The dossiers of application for recognition of fathers, mothers or children shall include the following papers:
1. The application for recognition of father, mother of the child;
2. The copies of the ID (for Vietnamese citizens staying in the country), or passports or substitute papers (for foreigners and Vietnamese citizens in foreign countries);
3. The copies of the birth certificates of the persons to be recognized as child;
4. Papers, documents or evidences (if any) to prove that there is a blood relationship between the father or mother and the child;
5. The copy of the household registration book or collective resident certificate (for Vietnamese citizens permanently residing in the country);
6. The permanent residence card (for foreigners permanently residing in Vietnam) of the persons to be recognized as father or mother.
Documents issued in foreign language shall need to be translated into Vietnamese, notarized or legalized to conform with legal document requirements of Vietnam authorities.
The time for processing dossiers at various authorities depend on the submitted documents and the time taken by the authorities to validate the case and could range between two weeks to two months.
The Vietnam authorities will need to study and examine dossiers of application for recognition of father, mother of the child. In cases where there is any doubts, complaints or denunciation about the recognition of father, mother of the child, or whether it is deemed that the personal identification of the involved parties or papers in the dossiers of application need to be clarified, the Provincial Department of Justice shall carry out the verification, including interviews with the involved parties or request for the additional proof.
Once the application is processed, verified and confirmed, the revised birth certificate of the child will be issued to reflect the changes which will show the name of the father or mother added.  



For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, please visit www.antlawyers.vn.