The three most common forms of legal entities in Vietnam are:
Other forms of businesses in Vietnam are:
The list of required business licenses that a foreign-invested company shall be granted:
List of legal requirements
TIPs
Business records management is a mandatory requirement to manage and comply with the business’s compliance procedures required by the competent state agency as well as facilitating effective and stable business administration.
Under Article 15 of Decree No. 17/2012/ND- CP dated March 13, 2012, guiding the implementation of the Independent Auditing Law, the following entities are required to have their annual financial statements audited:
Investment visas are issued to foreign investors to reside in Vietnam for a certain period of time. An investor may be allowed to get investment visas, temporary residence cards without a work permit.
According to the Law on entry, exit, transit and residence of foreigners in Vietnam has come into force since July 10th 2020, depending on the investment capital, there are 04 types of investment visas, time limits of the card can be from 1 to 10 years.
Foreigners shall be complied with the local laws and regulations to avoid and prevent violations in advance, keep their good standing in optimal manners whenever they are working and doing business in Vietnam.
Preparing for the official dissolution decision and applications, submit to the competent state agencies for closing any further obligation. This step aims to suspend, terminate any new obligation, especially for the tax reports and other compliance procedures. From the date of proper notice to the local competent state agencies, the business entity is in closure standby status.
To collect, complete the compliance business records and arrange for any certificate of obligations completion. Especially in the liquidation and completion of employment, taxes, compulsory insurances. This is legal requirement to guarantee that the business entity has no more pending obligation before being allowed to close under legal procedures.
Upon the certificates of obligations completion, the business entity will close the bank accounts, return the IRC, ERC, legal stamp as final step dissolution. This is the final paperwork as completed.
In which, Step 2 is most complicated because of tax inspection procedures and employment liquidation. The tax inspectors will review all the business records, tax reports, accounting books, financial statements, invoices, tax payments… before issuing the tax completion certificate. The employees and Labor agency may request you to pay more allowances and compensation before signing a liquidation agreement… We can support you to manage and settle step by step in the proper and optimal manner, until the dissolution is completed.
Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in the List of business lines prohibited or restricted to foreign investors.
| PRINCIPLES | EXPLANATION |
|---|---|
| Prohibited or not allowed for market entry | Mentioned in the list of business lines that is prohibited or not allowed for market access |
| Entry with some certain conditions and restrictions | Shall satisfy some conditions in accordance with Vietnam’s commitment in International treaties; and/or Vietnam domestic Laws and Regulations |
| No commitment and No domestic restriction | Allowed to access market same as the domestic investors |
| Law on Investment 2020 | Decree 31/2021/ND-CP |
|---|---|
| Principles and policies on market entry and doing business investment activities | Detailed procedures and guidance on Investment |
| Formalities of Investment | Detailed conditions for investment; prohibited business line; restricted business line |
| Conditions to get Investment certificates | Detailed procedures to implement, amend or terminate investment project |
| Investment promotion and incentives | Principles and subjects to enjoy investment incentives and support |
| Law on Enterprise 2020 | Decree 01/2021/ND-CP on Enterprise registration |
|---|---|
| Principles and policies on company establishment, and management, restructuring, dissolution, default of Enterprise | Detailed dossier, procedures for establishment registration of enterprises, branches, representative office, business location |
| 3 common forms for an FDI company: LLC, JSC, Partnership and relevant dependent unit like branches, representative office, business location | Inter-agency coordination of implementation: enterprise registration employment declaration social insurance participant code invoice use registration |
| Rights and Obligations of company’s legal representative owners, corporate governance | Promote online services and e payment between the applicant and state agencies |
| Regulations of restructuring, dissolution, bankruptcy | Detailed procedures to apply for restructuring, dissolution, bankruptcy |
| Labor Code 2019 | Decree 152/2020/ND-CP on foreign workers |
|---|---|
| Principles and policies on employment standards; rights, obligations, responsibilities of employer and employee; grassroot at workplace and trade union; other direct relations with regards to the employment | Elaboration of regulations on foreign employees |
| Labor contract; contract termination; labor discipline | Qualifications for being deemed as experts; managers; executives or technical workers… |
| Foreign employees in Vietnam: Condition precedent to work; condition for recruitment; work permits and exemptions | Detailed procedures for employer to apply for getting approval on The demand of using foreign employees |
| Labor’s grassroots; Trade union | Detailed procedures to apply for work permits |
| Working hours; rest time; annual and holiday leave; retirement age | The validity period of work permit; related procedures and conditions for extension, re-grant, new issuance |
| Law on Tax Management 2019 | Decree 132/2020/ND-CP on the management of Enterprise having affiliate transaction |
|---|---|
| Principles and policies on administering different types of taxes, other receivables of state budget | Principles, methods, procedures to identify the factor composing the price in affiliate transaction |
| Applications to use electronic invoices, electronic vouchers… | Identify parties having affiliate relations |
| Rights and obligations of taxpayers | Rights and obligations of taxpayers in affiliate transaction |
| Tax registration, declaration, payment, imposition | Principles of analysis and comparison |
| Procedures of declaration | |
| Information exchange mechanism |
| Commercial Law 2005 | Law on Foreign Trade 2017 | Law on Competition 2018 |
|---|---|---|
| All Commercial activities conducted in Vietnam | Principles and policies on foreign trade management, development of foreign trade activities; dispute resolutions… | Principles and policies on anti-competitive practices, economic concentration that causes or may cause anti-competitive effects on the market of Vietnam; unfair competition practices |
| Type of trader; rights and obligations of trader in some kinds of commercial activities | Export-Import; transit, temporary import and re-export; temporary export and re-import management activities and related techniques of inspection on goods | Principles of identifying the Related market, Market shares; market dominant |
| Some kind of commercial business, such as sales of goods, export-import, mercantile exchange, business promotion, franchising, commercial intermediary activities, logistics… | The implementation of International treaties | The prohibition of some anti-competitive agreements; unfair competition |
| Provisions of Commercial contracts and mechanism of dispute resolution | Safeguard and trade remedies; anti-dumping; measures; countervailing duties | The forms of economic concentration under M&A practices, joint ventures; and the procedures of reporting economic concentration |
| Procedures of dispute resolution at the Government level | Competition legal proceedings; and State management |
| Law on Intellectual Properties 2005 | Amended Law on Intellectual properties 2009 |
|---|---|
| Principles and regulations on the copyright and its related rights, the rights on industrial properties, the rights on plant seeds and the protection for those rights | Some minor changes on the copyright; rights of industrial properties; plan seeds ownership |
| Conditions and procedures to apply for the Protection of Intellectual properties rights | The implementation on the principles of First to file |
| Civil proceedings on IP protection | The punishment and penalties towards some infringement of IP rights |
| The implementation of some commitments in IP international treaties (TRIPS; UOPV) |
| Law on Immigration 2014 | Amended Law on Immigration 2020 |
|---|---|
| Types, validity and conditions of application for VISA, Temporary Residence Card, Permanent Residence Card | Changing the type of VISA without leaving Vietnam in some circumstances |
| The procedures to apply for VISA, TRC, PRC | Residence terms for tourists |
| The procedure to enter, reside, exit, or transit in Vietnam | The application of E VISA |
| Inter-agency coordination to resolve the application | VISA exemption for coastal economic zones |
VIVA is a business consulting company, specializes in business compliance procedures according to local business laws and regulations since 2006. VIVA has been continuously trusted by thousands of well-known clients since 2006.
The insights and consistent backgrounds in Business Laws – Accounting and Corporate Finance – Tax Management – Labor Relations and Payroll – Secretarial services help us build trust and confidence in the entrepreneur’s community.
We have been successfully providing service for thousands of leading companies from Hong Kong, Japan, US, EU, Singapore, India, China, Korea…. in forms of FDI companies, Foreign representative offices, Foreigner working in Vietnam, Vietnamese SMEs, Chief Operation Officers.
Services for Expats in Vietnam:
Visa, Work Permit, Temporary residence card, Compulsory Insurances, Personal Income tax, Labor contracts, Employment Records and Relations, Other Secretarial Services.
Services for Representative offices in Vietnam:
Establishment, extension of representative office licenses. Required compliance procedures during operation. Rights and obligations of the chief of representative office. Closure of representative office risks management.
Services for a company in Vietnam:
Setting up a new company and licensing service. Business records management. Daily business transactions management. Tax management. Accounting and financial statements. Employments, payroll and compulsory insurances. Representative on behalf at competent state agencies for any business administration procedures.
A partner who has comprehensive expertise and experience in local business laws and regulations can help the investors shortcut entry procedures, avoid and prevent most of legal risks, create business advantages and keep their good standing.
Motivated by our core values of ceaseless improvement, our great insights in local business culture and regulations, as well as the exclusive services, promise to offer you one-stop and tailored-made solutions that optimize every of your business in Vietnam in the lawful manner.
We are looking to be your valued business partner and resources in Vietnam as we have been choosing since 2006.
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