CONDITIONS FOR ESTABLISHING REPRESENTATIVE OFFICE IN VIETNAM

Decree No. 07/2016 / ND-CP regulating the Commercial Law regarding representative offices and branches of foreign traders in Vietnam that have recently been issued by the Government.

Accordingly, foreign traders can establish their representative offices and branches in Vietnam under Vietnam’s commitments in international treaties to which Vietnam is a member. A foreign trader cannot establish more than one representative office or branch with the same name within a province or city under central authority.

Foreign traders are licensed to establish representative offices when they meet five conditions:

– Foreign traders can establish and register for business in accordance with law of nation and territories participating in international treaties in which Vietnam is a member, or recognized by the law of those nations and territories.

– Foreign traders that have been in operation for at least one year from the date of establishment or registration.

– In case the certificate of business registration or papers with equivalent value of the foreign traders have prescribed the time limit for operation, then the duration must be at least 1 year from the date of submitting record.

– The operation of the representative office must match the commitment of Vietnam in the international treaties in which Vietnam is a member.

– The case where the operation of the representative office is inconsistent with Vietnam’s commitments or foreign traders do not belong to any nations and territories participating in the international treaties in which Vietnam is a member, the establishment of representative offices must be approved by the Minister of specialized management.

The Decree also stipulates the conditions for foreign traders to be granted licenses to establish their branches. Specifically, foreign traders will be licensed for the establishment of branches when they meet 5 conditions:

– Foreign traders can establish and register for business in accordance with law of nation and territories participating in international treaties in which Vietnam is a member, or recognized by the law of those nations and territories.

– Foreign traders that have been in operation for at least five year from the date of establishment or registration.

– In case the certificate of business registration or papers with equivalent value of the foreign traders have prescribed the time limit for operation, then the duration must be at least 1 year from the date of submitting record.

– The operation of the branch office must be consistent with the market-opening commitments of Vietnam in the international treaties in which Vietnam is a member, and in line with the business lines of the foreign trader.

– If the content of the branch operation is inconsistent with Vietnam’s commitments or foreign traders do not belong to any nations and territories participating in the international treaties in which Vietnam is a member, the establishment of branches must be approved by the Minister of specialized management.

The license for the establishment of representative office and branch of foreign traders have a term of 5 years but does not exceed the remaining term of the certificate of business registration or papers of equivalent value of the foreign trader in the case that those papers contain provisions on the term.

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CRIMINAL RECORD GRANTING FOR FOREIGNER

In order to be granted the work permit for foreigner, completing the immigration or reside procedures in a country, foreigners who are or have been residing in Vietnam must apply for a criminal record for the time that they residing in Vietnam.

Foreigners who are or have been temporarily residing in Vietnam have the right to request the Department of Justice of the province or city where they are residing or the National Centre for Criminal Record to issue the criminal record, in order to confirm that people have or do not have criminal records while residing in Vietnam. The person requesting for criminal record card can authorize another person on their behalf to complete procedures to obtain the criminal record.

ANT Lawyers can assist clients to apply for: Criminal record card no 1 and Criminal record card no 2

Individual when requesting for criminal record issuance have to provide the following documents:

• For Vietnamese:

– A written declaration requesting for the issuance of criminal record;

– Certified copy of identity card, passport, family record book, temporary residence book, temporary residence card, permanent resident card in Vietnam (should present the original for comparison);

– Confirmation of permanent residence in Vietnam before leaving the country (applies to Vietnamese who are living in foreign countries).

• For Foreigner:

– A written declaration requesting for the issuance of criminal record;

– Copy of the passport and visa that are still valid;

– Confirmation of temporary residence in Vietnam.

Implementation time: 3-7 working days.

Please contact ANT Lawyers for advice.

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US INVESTORS SET UP BUSINESS IN HO CHI MINH CITY

United States (US) businesses are expecting to pour investment capital and set up business in Ho Chi Minh City(HCMC) in the near future, when Vietnam and the US are members of the Trans-Pacific Partnership agreement (TPP).

Statistics from the Department of Planning and Investment of HCMC showed that in 2015, the city has attracted 26 investment projects from the US with a total capital of approximately 135.4 million USD. In the first 2 months of 2016, the US has invested an additional of 4 new projects with total capitals of 1.56 million USD. It is forecasted that after TPP takes effect, the number will increase exponentially.

The industrial zones in HCMC are attracting the most investment within three years. Currently there are more than 300 projects worth more than 600 million USD. With the launching of TPP, the city hopes to receive a new wave of investment from US businesses. The efforts to reform the city’s administration procedures are creating favorable environment for US businesses to increases investment in HCMC.

According to the representative of the US Consulate in HCMC, diplomatic relation between Vietnam and the US is getting better, creating conditions and opportunities for US investors to come and set up business in HCMC. As recognized by the American Chamber of Commerce in Vietnam (Amcharm), businesses from the 2 countries feel very excited after exploring the investment environments of each other.

According to the Amcham’s representative, the promotion of the free trade agreements and especially TPP is bringing Vietnam and the US to the center of trade cooperation. It is reflected positively in 2015 with growth rate reached 45 billion USD in terms of sales, increased by 20% compared with 36 billion USD in 2013. Currently, Vietnam is also the leading countries in ASEAN on trade balance with the US when Vietnam accounting for 25% of export turnover of the area and this figure will continue to increase in 2020.

According to representatives of the Department of Planning – Investment in Ho Chi Minh City, Vietnam American investors to increase mainly in the field of real estate, banking, services, processing technology. This is a positive signal for bringing high-income jobs for local workers. The goal of the 2020 Vietnam brought exports to the US increased by 300 billion dollars.

According to representatives of the Department of Planning and Investment of Ho Chi Minh City, investment from the US to Vietnam increased mainly in the field of real estate, banking, services, processing technology. This is a positive signal because it brings high-income jobs for local workers. The goal of Vietnam is that till 2020, export turnover to the US will increase by 300 billion USD.

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Corporate and Mergers and Acquisitions ( M&A) Legal Services in Vietnam

Our commercial practice at ANT Lawyers helps clients with the following:

Incorporation service: advising on business structure, drafting documents, negotiation with local companies and authorities and obtaining licenses and approvals.

Post-licensing procedures: advising on the obtaining of various registration, approvals and permits for foreign invested companies in Vietnam.

Management: advising on the operation of the board of management of a joint venture company or a wholly foreign owned capital, the appointment of key management personnel.

Due diligence: reviewing documents and issuing due diligence reports on the legal status and operation of both domestic companies and foreign invested companies in Vietnam.

Commercial contracts: drafting, negotiating and amending many types of commercial contracts including lease agreements, sales and distribution agreements, agency agreements and service contracts.

Let ANT Lawyers help your business in Vietnam.                   

Please contact us for inquiries through email ant@antlawyers.vn or call our partner directly at  + 84 912 817 823.

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WHAT ADMIRALTY AND MARITIME LEGAL MATTERS IN VIETNAM INVOLVE?

Admiralty and maritime lawyers in Vietnam may represent and defend the interests of commercial ship owners and charters involving the total spectrum of maritime casualties, accidents and disputes which may arise in reference to commercial ocean shipping.

When legal proceeding arises from a maritime casualty or dispute admiralty and maritime lawyers in Vietnam commit the total range of the firm’s resources and therefore the intensive litigation expertise of our attorneys to attain the most effective potential outcome for the client. The attorneys additionally counsel ship owners, charters, marine insurers and clients on risk avoidance, regulative necessities and strategic legal solutions.

Additionally admiralty and maritime lawyers in Vietnam are frequently appointed by a broad vary of domestic and international marine insurance corporations directly or through our international partner law firms in UK, US and Australia to represent and defend the interests of their insureds in reference to casualties involving each commercial and recreational vessels.

An overview of the a number of the kinds of maritime claims, casualties and transactions that admiralty and maritime lawyers regularly handle is as folllowing:

• Casualty Defense, Investigation and Litigation
• Collisions
• Cargo damage
• Personal injury and death (seamen, longshoremen and passengers)
• Property damage
• Product liability
• Shipowner’s limitation of liability
• Marine Liability Insurance
• Commercial Disputes
• Bills of Lading
• Charter party disputes
• Vessel mortgage foreclosure
• General Average and Salvage Claims
• Vessel Regulatory Matters
• Regulatory compliance
• Civil fines and penalties
• Security issues
• Maritime Contracts
• Contracts of affreightment, bills of lading and charter parties
• Drafting and advice
• Recreational Boating
• Injuries and Property Damage
• Product Liability
• Sales and documentation
• Subrogation

ANT Lawyers has law been partnering with a number of UK, US, and Australian law firms in advising clients in admiralty and maritime in Vietnam.

Send us request via email at ant@antlawyers.vn or call us at +848 3522779.

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FORMS OF DISPUTES AND APPROACHES TO SETTLEMENT

Dispute in Vietnam could be between parties in business transaction, foreign investors and Vietnam government, or between countries in implementing international treaties.

The formation of market economy in Vietnam took place in the context of the development in the width and depth of the economic ties at a significant fast pace that make Vietnam an important part of the world supply chain.  Vietnam suppliers could sell the goods and services to the world and the foreign supplier could also export their goods and services to Vietnam market.  Further, as the Vietnam market opens up, foreign investors could invest through various forms of investments in Vietnam i.e. acquire equities in Vietnam companies, establish business in Vietnam.  During this process, disputes are an inevitable result which has been growing in scale and complexity.

Most should agree that disputes shall be construed as the dissent, inconsistencies or conflicts of interests, rights and obligations between the parties in the economic relations at different levels. Accordingly, economic disputes can have the following basic forms:

1. Disputes in business are between the participants in a business transaction including investments, production to consumption of products or performance of services on the market for profit purposes i.e. professional and product liability, debt disputes over a business transaction, franchise disputes,intellectual property disputes, and disputes over contract for supply of goods or services…

2. Disputes between foreign investors with Vietnam government agencies, arising in the implementation of the BTO, BT, BOT, and the implementation of international agreements on promotion and protection bilateral and multilateral investment i.e. government policy and policy measures, concession to water and sewerage, power or energy supply, project or contract payment…

3. Disputes between countries in the implementation of the international bilateral and multilateral agreements.

In Vietnam, as the disputes arise, parties involved could consider resolving the matters through negotiation, mediation, arbitration, or taking court actions after taking consideration of various factors including cost, time, and the complexity of the disputes.  Litigation law firm in Vietnam with skillful dispute lawyers should be consulted to provide the suitable advice for dispute resolution.

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WHAT ADMIRALTY AND MARITIME LEGAL MATTERS IN VIETNAM INVOLVE?

Admiralty and maritime lawyers in Vietnam may represent and defend the interests of commercial ship owners and charters involving the total spectrum of maritime casualties, accidents and disputes which may arise in reference to commercial ocean shipping.

Additionally admiralty and maritime lawyers in Vietnam are frequently appointed by a broad vary of domestic and international marine insurance corporations directly or through our international partner law firms in UK, US and Australia to represent and defend the interests of their insureds in reference to casualties involving each commercial and recreational vessels.

When legal proceeding arises from a maritime casualty or dispute admiralty and maraitime lawyers in Vietnam commit the total range of the firm’s resources and therefore the intensive litigation expertise of our attorneys to attain the most effective potential outcome for the client. The attorneys additionally counsel ship owners, charters, marine insurers and clients on risk avoidance, regulative necessities and strategic legal solutions.

An overview of the a number of the kinds of maritime claims, casualties and transactions that admiralty and maritime lawyers regularly handle is as folllowing:

• Casualty Defense, Investigation and Litigation
  • Collisions
  • Cargo damage
  • Personal injury and death (seamen, longshoremen and passengers)
  • Property damage
  • Product liability
  • Shipowner’s limitation of liability
• Marine Liability Insurance
• Commercial Disputes
  • Bills of Lading
  • Charter party disputes
  • Vessel mortgage foreclosure
• General Average and Salvage Claims
• Vessel Regulatory Matters
  • Regulatory compliance
  • Civil fines and penalties
  • Security issues
• Maritime Contracts
  • Contracts of affreightment, bills of lading and charter parties
  • Drafting and advice
• Recreational Boating
  • Injuries and Property Damage
  • Product Liability
  • Sales and documentation
  • Subrogation

ANT Lawyers has law been partnering with a number of UK, US, and Australian law firms in advising clients in admiralty and maritime in Vietnam.

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NOTE ON SETTING UP A REPRESENTATIVE OFFICE IN VIETNAM

Setting up a representative office is considered one of the simplest forms of investment in Vietnam.

The representative office will help the foreign trader to lease office, hire people, open bank account, and promote the business activities in Vietnam market.  The chief representative if being foreigner will then could apply for work permit and temporary residence card to stay in Vietnam.  There is no income tax as the representative office therefore the liability to maintain a representative office is less hassle.  When the purpose of setting up representative office in Vietnam has been achieved, the closing down of the business shall be not as challenging as closing down a company.

According to Vietnam laws, representative office is a dependent unit, representing the foreign entity’s interests in Vietnam. Representative office is established by foreign entities to help them liaise, implement research activities, provide information and support them in seeking new partners as well as having understanding of the new market.

The foreign entity has to meet certain conditions before setting up representative office in Vietnam. It has rights and duties in accordance with Vietnam laws.

When preparing the application for license of representative office in Vietnam, the foreign entities have to note the following.

Prepare the application forms

The application forms as issued by Ministry of Industry and Trade. The application must be signed by legal representative of the foreign entity;

Notarize, legalize and authenticate documents

The foreign entity has to prepare and provide business registration certificate, audited financial report, charter, and office lease memorandum of understanding, passport of the legal representatives of the Representative Office in Vietnam. The documents issued in foreign countries have to be notarized, legalized and authenticated (apostille procedures) in accordance with Vietnam laws to be used in Vietnam. If the business registration certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

Who should be the chief representative?

The Chief Representative of the Representative Office in Vietnam must be different from the Director of the foreign entity.

How long does it take?

It would take around 20 business days since application until receiving the business operation registration of representative office.

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