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

Thứ Ba, 24 tháng 5, 2016

ENTERPRISE ESTABLISHMENT SERVICE IN VIETNAM

ANT Lawyers provides enterprise establishment consulting service for domestic and foreign customers as the following services:


Enterprise establishment service in Vietnam
Enterprise establishment service in Vietnam
  • To consult to establish Joint Stock Company;
  • To consult to establish One member Limited liability company;
  • To consult to establish Limited liability Company with Two or more members;
  • To consult to establish Partnership company;
  • To consult to establish Private enterprises;
  • To consult to establish Sole trader;
  • To consult to establish foreign invested company;
  • To consult to establish the parent company, corporations.
Customers procedures established in the ANT Lawyers will enjoy some preferential services such as:
1. Contents of enterprise establishment consulting service:
  • To consult legal regulation related to the establishment, operation and management of enterprises;
  • To consult to set up personnel structure of the company;
  • To consult to select types of enterprises;
  • To consult to choose the name of company (lookup and select the appropriate name as the request of customers);
  • To consult about the head office of the enterprise;
  • To consult on capital, legal capital, investment capital;
  • To consult on business lines (lines requires legal capital , professional certification or other conditions);
  • To draft legal dossiers for setting up the company  (Request for business registration, charter, founders list and other documents as prescribed by law);
  • To consult for business on tax issues, financial obligations after the enterprise have been established and the process of production and business activities;
2. Our tasks in the enterprise establishment services:
ANTLawyers will on behalf of clients to perform the following tasks:
  • Drafting and preparation the enterprise establishment dossier as regulations;
  • To apply the dossier for business and tax codes registration in the Department of Planning and Investment;
  • To monitor progress and inform regularly results to clients;
  • To obtain the Investment Certificate from the DPI;
  • Filing and registration the seal for Company at the Police Department;
  • To obtain the seal and the certificate of the seal for the Company at the Police Department;
  • To guide the customers to follow procedures in the relevant state authority (as needed);
3. Documents required to provide by clients:
  • Information requested form of business;
  • A copy of ID / passport of members / founding shareholder who is individual (notarized) ;
  • A copy of business registration / establishment decisions of members / founding shareholders who is organization.
4. Client’s benefits after establishment:
  • To be consulted and offered free the activating annual  tax dossier, records and procedures for billing the enterprise;
  • To consult the necessary tasks  of the new enterprise;
  • To consult human resources management  , provide free labor contracts and the forms of management personnel;
  • To consult the procedures for salary scale registration, the social insurance registration of company;
  • To consult on tax matters, tax refund, tax credit;
Please contact us for free advice and use the best service.

LEGAL PROCEDURES POST LICENSING IN VIETNAM

After establishing a company in Vietnam, the compay has to perform a number of legal procedures for compliance purpose.

First, they have to declare the license tax. The tax declaration should be submitted to tax authorities. If the taxpayer has branch in the same province, the tax declarations of the branch should be submitted to the taxpayer’s tax authority. On the other hand, if the taxpayer has branch in another province, the tax declarations of the branch should be submitted to the tax authority of the branch. In case when the taxpayer does not have a permanent business location, the tax declaration should be submitted to the sub-department of taxation where the business is located or where the taxpayer resides. License tax is submitted annually and if the taxpayer has declared and paid license tax, he is not required to submit license tax declaration in the next year if the amount of license tax payable is not changed. In case the taxpayer amount of license tax payable in the next year is changed, tax declaration shall be submitted by December 31st of that year.
Second, the enterprise has to conduct the VAT (value added tax) declaration. The taxpayer that has just begun his business shall declare VAT quarterly. In the next calendar year after 12 months of business, VAT declarations shall be declared whether monthly or quarterly depending on the revenue from the sale of goods and/or services in the preceding calendar year (12 months). VAT shall be declared monthly or quarterly throughout the calendar year and the 3-year period. For example, the first stable period begins on October 1st, 2014 and ends on December 31st 2016.
Third is the CIT declaration (corporate income tax). The CIT declaration should be submitted to the supervisory tax authorities. According to business result, the taxpayer shall make the quarterly tax payment within 30 days of quarter succeeding the quarter in which tax is incurred; they shall not submit the provisional CIT declaration quarterly.
The fourth is the invoice printing. Before the placing first order for invoices, the company must send a written request for permission to use ordered invoices to the supervisory tax authority. Before the business uses invoices for its sale of goods and services, except for invoices purchased from or provided by the tax authority, the business have to send a notice of invoice publication together with a sample invoice to the tax authority.
Every quarter, seller of goods and services shall submit the invoice using report to the tax authority, even when there are no invoices have been used during the period. The report of the first quarter shall be submitted by April 30th, second quarter by July 30th, third quarter by October 30th, and forth quarter by January 30th of the next year. If no invoices are used during the period, the quantity of used invoices in the report shall be zero (0).
The fifth is the bank account. The opening of bank account to conduct transaction with customer is necessary because according to the ministry of Finance, the invoice valued of 20 million VND or above should be transferred through bank. Within 10 days from the day that enterprise opens bank account, the company have to notify the bank account number to the competent tax agency.


The sixth also the last one is labour and social insurance. If the contract between enterprise and employee has duration of over 3 months, it is subjected to compulsory social insurance.

WHICH AUTHORITY APPROVES BUSINESS SETTING UP IN VIETNAM?

Investment projects in Vietnam could be evaluated and approved for business setting-up at top level of the government, at ministerial levels or at the provincial levels.

The licensing authorities for business setting up in Vietnam has been divided to distribute workloads at different state agencies with aim to speed up the process and attract more quality investment projects in Vietnam.
In practice, the process for establishing companies or executing investment projects in Vietnam would take from one month for simple project, three to six month for areas categorized under conditional investment areas, requiring sub-licenses, or additional time for more complicated projects.  At the provincial levels, there might be inconsistency between cities and provinces due to different interpretation of laws.  For investment project with difficulty to manage, the provincial levels would need to consult with technical department of central government agencies, as such the time taken to process the investment certificate would be lengthen.
Understanding the mechanism and the work division of Vietnam authorities that evaluate and approve business licensing at different government agencies would help foreign investors to smoothen the process and improve their experience in Vietnam.
It is notable that, the government level will be focusing on significant projects, in special area at large investment capital with impact on social economic situations.  Most of the investment licensing procedures will be carried out at the provincial levels where the investment projects exist.
The following will point out directions for foreigners to approach respective agencies based on the particular area of interests, scale, and nature of the investment.  However, to avoid delay and increase effectiveness, it is advisable that the foreign clients would consult with Vietnam law firms to help advise and represent them in preparing and executing the investment in Vietnam.
I. Projects evaluated and granted investment licensing at government level
Depending on the business nature, industry sector, investment scale, and investment policy, the Vietnam Prime Minister, on behalf of the government will evaluate and approve investment licensing for setting up business.
1. The investment project in Vietnam the government will evaluate and approve regardless of funding, the scale of investment are in the following areas:
a) Development and commercialization of airports and air transport;
b) Development and commercialization of national port;
c) Exploration, mining and processing of oil and gas; exploration and exploitation of minerals;
d) Radio, television;
e) Casino;
f) Production of cigarettes;
g) Establishment of university level educational institute;
h) Establishment of industrial zones, export processing zones, high-tech zones and economic zones.
2. Although investment projects which do not fall under the cases listed above, but the government of Vietnam also evaluates and approves investment project with investment capital of VND 1,500 billion (around USD 75 mil) upwards regardless of funding and in the following areas:
a) Sales of electricity, mineral processing, metallurgical;
b) Construction of railway infrastructure, roads, inland waterways;
c) Production, sales of wine and beer.
3. Further, the government of Vietnam also evaluates and approve investment projects with foreign investment in the following areas:
a) Maritime transport;
b) Establishment of networks and provision of postal services, courier, telecommunication and internet; network setup and signal transmission;
c) Printing and distribution of newspapers; publication;
d) Establishment of independent scientific research.
4. Where the investment projects specified in the above cases are in the plan which the Prime Minister has approved or authorized other agencies to approve, and that the investment projects meet the conditions prescribed by law and treaties to which Vietnam Nam is a member, the agency granted investment certificates perform the procedure for issuance of investment certificates is not required to submit to the Prime Minister to decide on the investment policy.
5. Where the investment projects specified in the above case is not in the plan which has been approved by the Vietnam Prime Minister or authorized other agency to approve, and that the projects do not meet the conditions for market access provisions in international treaties which Vietnam is a member, the agency granted investment certificates shall consult with other of relevant industries and submit to the Prime Minister for investment policy decision.
II. Projects evaluated and granted investment licensing at ministerial level
1. The Vietnam Ministry of Planning and Investment shall evaluate and approve licensing for investment projects in the form of BOT, BTO, BT.
2. Other ministries will be evaluating and granting license for investment in some sectors.
a.Vietnam Ministry of Commerce and Industry shall evaluate and approve licensing for investment project in oil and gas sector;
b. Vietnam State Bank shall grant licensing for financial institutions;
c. Vietnam Ministry of Finance shall be responsible for issuing license for investment project of insurance business.
III. Projects evaluated and granted investment licensing at provincial levels
1. Department of Planning and Investment shall be the single point of contact that receive the application and evaluate the investment plan of the foreign investors wishing to establish business in Vietnam for projects
a. Outside of Industrial Zone, Industrial Processing Zone;
b. Infrastructure development project for Industrial Zone, Industrial Processing Zone which management board of industrial zone and industrial processing zone are not yet established.
2. The management board of Industrial Zone, and Industrial Processing Zone:
a. For investment projects within the Industrial Zone, and Industrial Processing Zone which are not under the authority of the Prime Minister;
b. Infrastructure development project to for industrial zone and industrial processing zone.

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.  
 
ANT Lawyers is a Vietnam law firm with international standards, recognized by IFLR1000 on Financial and Corporate practice, Legal500 as one of the reputable law firms.  We are an exclusive Vietnam member of Prae Legal, the global law firm network covering more than 150 jurisdictions.  The firm provides a range of legal services as following to multinational and domestic clients.