“If you ask any successful businessperson, they will always have had a great mentor at some point along the road.” – Richard Branson

The three most common forms of legal entities in Vietnam are:

  1. Limited liability company
  2. Joint-stock company
  3. Incorporated partnership

Other forms of businesses in Vietnam are:

  1. Foreign representative office
  2. Foreign branch office
  3. Business Cooperation Contract
  4. Representative office

The list of required business licenses that a foreign-invested company shall be granted:

  1. Investment registration certificate (for foreign investors to invest in Vietnam directly)
  2. Enterprise registration certificate (for doing business in line with local business laws)
  3. Business license (for trading activities)
  4. Registration website for providing e-commerce service
  5. Other permits depend on the actual operation (Regarding environmental, fire protection, conditional industries)

List of legal requirements

  1. List of members, ID Cards/ Passports of the members who are individuals, incorporation certificate of members who are entities
  2. Bank balance certificate/ confirmation for financial ability
  3. Name of company in Vietnam (English, Vietnamese, Abbreviations)
  4. Lawful leasing contract of the office in Vietnam
  5. Business segment, forms of enterprises
  6. Passports of the chairman, experience profiles of the Investors or Board of Directors in regard to the business segment
  7. The general process of business operation in Vietnam, including key activities, market, labor, asset, revenue,…
  8. Investment capital, percentage of shares of the members, certificates of the bank account balance of the members

TIPs

  • Choose a suitable form of company, register your expected brand name
  • Allowed business scopes, HS codes, Tax incentives
  • Lawful headquarters location and rental agreements
  • Required papers and info for business establishment
  • Expenses prior to establishment
  • Total budget and estimated timelines
  1. Register for investment project at Department of Planning and Investment
  2. Register for the establishment of enterprise at the Department of Planning and Investment
  3. Register for a business license in E-commerce at the Department of Industry and Trade
  1. Taxation: Conduct procedures for the initial tax registration – Registering and conducting procedures for VAT Invoice
  2. Customs: Conduct procedures for the initial customs registration
  3. Registering and conducting procedures for electronic declaration
  4. Publishing the announcement of enterprise establishment in central or local newspapers
  5. Registering to carve seal at the Public Security Service
  6. Opening capital account, payment bank account and registration for tax procedures. Supporting for paying up capital procedures
  7. Capital contribution according to the ERC and IRC
INVESTMENT IN VIETNAM

REQUIRED COMPLIANCE
PROCEDURES


MANAGE REQUIRED BUSINESS RECORDS

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.

  • Maximize all the expenses you claim and reduce your tax obligations
  • Will help out, should you be investigated by local competent state agencies
  • Makes it quicker to prepare your accounts at year-end
  • Gives you the information you need to run your business and help it grow
  • Helps you plan for tax payments
  • Helps identify the strengths and weaknesses in your business
  • Helps manage changes and improvements in your business
  • Will help you plan to meet financial commitments such as paying creditors or employees
  • Makes it easier to get a loan or sell your business
  • Avoids over/under tax payments
  • Helps identify if your business is liable for paying VAT to the tax department
  • Makes it easier to distribute profits to shareholders as dividends or for partnerships where both profits and losses have to be shared
  • VIVA creates a business records system in form of standard folders
  • VIVA knows how to transfer, guide you to collect and store daily documents
  • Based on these documents, the parties coordinate to prepare and submit compliance reports to tax authorities, insurance agencies, banks and partners
  • You collect and store the compliance reports submitted to government agencies
  • VIVA coordinates with you to review, evaluate, complete each type of document and scans into e-files monthly, quarterly and annually to save on computers

MANAGE EMPLOYMENT RELATIONS

  • Calculate salaries, allowances, bonuses, incentives and other payments
  • Calculate salary for new and resigned employees
  • Implement changes/adjustments (if any)
  • Reconcile/confirm payroll with client
  • Make salary payments to employees, distribute online payslips to employees and paper slip for workers
  • Respond to employees’ questions
  • Make and submit monthly SHUI increase/decrease reports
  • Get employees’ SI booklet finalized/closed
  • Register for new/adjusted SI documents, HI cards for employees
  • Make and submit SHUI benefit reports sick, maternity, labor accidents, occupational diseases, death
  • Make payment of SHUI benefits to employees
  • Reconcile SHUI data with the social insurance agency
  • Make payment of SHUI to the social insurance agency
  • Register and follow up the status on SHUI declaring software/electronic signature.
  • Register PIT codes for new employees and their dependents (if any)
  • Declare and submit monthly PIT reports
  • Explain employees’ questions related to PIT
  • Make payment of PIT amount to the tax authorities
  • Register and follow up the status of PIT declaring software/electronic signature

BUSINESS CONTRACTS AND IMPORTANT TRANSACTIONS

  • Knowing your customer and due diligence
  • Preparing and implementing of business contracts
  • Managing deals

ACCOUNTING – AUDITING

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:

  • Foreign-invested businesses
  • Credit institutions incorporated and operating under the Law on Credit Institutions, including foreign bank branches in Vietnam
  • Financial institutions and insurance businesses
  • Public companies, issuers and securities traders
  • Other businesses and organizations subjected to audits in accordance with relevant laws
  • Audits are also conducted at the request of customers, partners in bidding and business cooperation, etc
  • Satisfying and complying with requirements of state authorities
  • Assisting in identifying risks and ineffectiveness in operation and usage of resources
  • Creating confidence for information users, including tax authorities, banks, partners, investors, etc. For example, with audited financial statements with an unqualified opinion, a business can be categorized as a highly credited customer and entitled to more preferential credit services and significantly reduced interest
  • Completing the business valuation documents and the business credit documents
INVESTMENT IN VIETNAM

INVESTMENT VISAS
AND EXPATS IN VIETNAM


INVESTMENT VISAS FOR INVESTORS

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.

  • VISA – ĐT1 has time limits of visa up to 10 years – Issued to foreign investors investing in Vietnam and contributing capital of VND 100 billion or more or investing in business lines benefiting from investment incentives
  • VISA – ĐT2 has time limits of visa up to 5 years – Issued to foreign investors investing in Vietnam and contributing capital of VND 50 billion to less than VND 100 billion or investing in business lines benefiting from investment incentives treatment decided by the Government
  • VISA – ĐT3 has time limits of visa up to 3 years – Issued to foreign investors investing in Vietnam and contributing capital of VND 3 billion to less than VND 50 billion
  • VISA – ĐT4 has time limits of visa do not exceed 12 months – Issued to foreign investors investing in Vietnam and contributing capital of less than VND 3 billion

THE REQUIRED COMPLIANCE PROCEDURES FOR EXPATS IN VIETNAM

  • Executing the labor contracts
  • Working as managers, chief executive officers, experts, technicians
  • Internal reassignments
  • Enforcing contracts or agreements
  • Working for foreign non-governmental or international organizations in Vietnam
  • Visa for experts and investors
  • Work permit
  • Temporary residence card
  • Personal income tax
  • Compulsory insurances
  • Labor contracts, Employment records and relations
  • Direct investment in Vietnam
  • Rights and obligation of Chief of representative offices and Legal representatives of a business entity
  • Legalized and notarized translations of overseas papers. Local banks accounts and remittances. Manage contracts. Buy, rent and purchase housing. Other procedures at the local competent state agencies

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.

INVESTMENT IN VIETNAM

RESTRUCTURING – ACQUIRING
AND SELLING A COMPANY

ACQUIRING AND SELLING

  1. Do the due diligence procedures for the parties and provide official reports on legal status, financial ability, debt obligation, asset and property, involving transactions that may impact to the transferring process
  2. Review the transferring process under every transaction. Set up the relations between the transactions legally and optimally
  3. Collect lawful business records, identify and remove the existing and prevent potential risk in advance
  1. Verify the proper and lawful position of the parties, scope of transactions
  2. Verify the properness and lawfulness of transactions
  3. Verify the rights and obligations of the parties
  4. Verify for the potential risks and legal bases for the following procedures
  5. Prepare official MOU, contracts, schedule of implementation and payment. Guarantee for the lawfulness and fairness of every document, protect for the interests of the customer and prevent potential risks
  1. Deposit payment
  2. Sign official transferring contract
  3. Portions of payment
  4. Hand over the factory
  5. Transfer the ERC, IRC and register for branch license/ subsidiary company
  6. Final payment
  7. Collect legal business records for tax refund and business management

TRANSFORM FORMS OF BUSINESS

  1. From representative office to subsidiary
  2. Between forms: One-member Limited liability company – More members Limited liability company – Joint stock company – Incorporated partnership

TRANSFERRING SHARES

  1. From individual investors to individual investors
  2. From individual investors to entity investors
  3. From entity investors to individual investors
  4. From local investors to foreign investors or vice versa
INVESTMENT IN VIETNAM

DISSOLUTION
OF A COMPANY


There are 03 key steps in the dissolution
of a business entity 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.

OUR TIPS:

Other options: You can temporarily suspend business operation in 1 or 2 years. During the suspension period, there are not any required compliance obligations at all. You are allowed to resume the operation at any time you wish to.
INVESTMENT IN VIETNAM

NEW LAWS
AND REGULATIONS

Who are being treated as foreign investors?
Foreign Investor or Deemed Foreign Investor
Domestic Investor

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

ABOUT
VIVA BUSINESS CONSULTING


WHO WE ARE?

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. We are creating added value for clients by offering one stop business-platform with exclusive and tailored-made services related to market entry and mandatory business compliances. We keep our client’s good standing in lawful and optimal manners whenever they are working and doing business in Vietnam.

VIVA is the choice of local expertise for local business by thousands of foreign investors, multinational companies from Europe , Japan, Singapore, India, Korea, USA… regard to market entry service, required business compliance procedures by local laws and regulations, merger and acquisition

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.


WHAT WE DO?

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.

CONSULT VIVA BUSINESS CONSULTING

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