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2. Could you please tell me about the type of company I can incorporate in Vietnam?

There are various types of enterprises for foreign investment in Vietnam. Please see below for more information:

1. Limited Liability Company (LLC)

LLC is a form of enterprise which is established by contributing of members. The Member shall be responsible for all debts and assets within the company capital.

There are two types of LLC:

–    One member LLC is an enterprise owned by an organization or individual;

–    LLC with 02 or more than 02 members is an enterprise owned by organizations or individuals, in which the number of members shall not less than 02 members and not exceed 50 people.

Organizational and management structure of LLC normally include: Member’s Council, General Director or Director.

2. Joint Stock Company (JSC)

JSC is an enterprise which has charter capital divided into equal portions called shares. JSC shall have not less than 03 members, and no limited for maximum shareholders. The shareholders shall be responsible for all debts and assets within the company capital. JSC can raise the capital by issuing more shares or other securities. However, each time of raising fund, the current shareholders have to buy at least 20% of total shares offered for sale.

The main difference between LLC and JSC is about the way of raising fund. Only JSC can raise fund by issuing more shares or other securities for outside investors. More importantly, only JSC can join Stock Exchange or public on Stock Exchange.

3. Partnership

Partnership is a company which created by at least 2 members. All the members will be the co-owners of the company which is conducting business under one common name.

4. Representative Office (RO)

RO is the simplest way to establish the presence of foreign investor in Vietnam. Under the law of Vietnam, RO can implement the following works:

  • To operate strictly in accordance with the purposes, scope and duration stated in the license for establishment of such RO;
  • To rent offices and to lease or purchase the necessary equipment and facilities for the RO operation;
  • To recruit Vietnamese and foreign employees to work for the RO in accordance with the law of Vietnam;
  • To open accounts in foreign currency and in Vietnam Dong sourced from foreign currency at banks which are licensed to operate in Vietnam, and to use such accounts solely for the RO operation.

Generally, a RO can do all of business activities that the parent company does except direct trading in Vietnam. All contracts must be signed by the parent company and all types of payment MUST go to the parent company.

To establish RO in Vietnam, the foreign company needs to obtain License with Stamp. The license is valid for 5 years, and it can be extended with no limited time.

5. Branch Office

Unlike Representative Office, branches of foreign business entities are allowed to conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the laws of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

A branch of foreign business entities shall have the following rights and obligations:

  • To rent offices and to lease or purchase the necessary equipment and facilities for the branch operation;
  • To recruit Vietnamese and foreign employees to work for the branch in accordance with the laws of Vietnam.
  • To enter into contracts in Vietnam in accordance with the activities stated in the license for establishment of such branch and in accordance with the law.
  • To open Vietname Dong and foreign currency accounts at banks that are licensed to operate in Vietnam.
  • To remit profits abroad in accordance with the laws of Vietnam.
  • To have a seal bearing the name of the branch in accordance with the laws of Vietnam.
  • To adopt the accounting system stipulated by the laws of Vietnam; where it is necessary to adopt a different commonly used accounting system, approval from the Ministry of Finance of the Socialist Republic of Vietnam must be obtained.
  • To report on the operations of the branch in accordance with the laws of Vietnam.

6. The investing measures by signing Contracts

Business co-operation contract (BCC) means the investment form signed between investors in order to co-operate in business and to share profits or products without creating a legal entity.

Build-operate-transfer contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; and, upon expiry of duration time, investor shall, without compensation, transfer such facility to the State of Vietnam.

Build-transfer-operate contract (BTO) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall grant investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

Build-transfer contract (BT) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall create conditions for the investor to implement another project in order to recover invested capital and gain profits or to make payment to the investor in accordance with the agreement in BT contract.

Foreign investors may sign BOT, BT and BTO contracts with a competent State body to implement infrastructure construction projects in Vietnam. Typically, these contracts are for projects in fields of transportation, electricity production, water supply, drainage and waste treatment.

The rights and obligations of foreign investor will be regulated by signed BOT, BT and BTO contracts. The Government encourages both public- and private-sector investors to participate in BOT, BTO and BT in following sectors:

(i)     Construction, operation and management of brand-new infrastructure facilities; and

(ii)     Renovation, expansion, modernization, operation and management of the existing infrastructure facilities such as:

•     Roads, bridges, tunnels, and ferry landings;

•     Railway bridges and railway tunnels;

•     Airports, seaports and river ports;

•     Clean water supply systems and sewage systems;

•     Wastewater, waste collecting and handling systems;

•     Power plants and power transmission lines;

•    Infrastructure works of Health Service, Education, Training, Career Training, Culture, Sport and Offices of State Agencies; and

•     Other projects that may be determined by the Prime Minister


About us

Viettonkin JSC provides consulting services in a customer-centered approach. Our services are specially designed and tailor-made to suit various tastes of our customers who are business corporations from foreign countries. Our focus is on how to best help our clients with our Optimal Solutions and Comprehensive Package Services specifically meeting their needs.
 

Our Offices

VIETTONKIN JSC

Head Office 

Level 4, Naforimex Building, 40 Hai Ba Trung Street, Hoan Kiem District, Hanoi, Vietnam

Tel: +84 4 3872 8518 / 3976 1385

Hotline: +84 1886 6858
Fax: +84 4 39761547

E-mail: info@viettonkin.com.vn

Ho Chi Minh Office

Room 2A1, Vietphone Building, 64 Nguyen Dinh Chieu Street, Da Kao Ward, District 1, HCMC, Vietnam.

Phone: +84 8 3910 0093 / 3911 8211

Hotline: +84 9 1886 6858
E-mail:
 info@viettonkin.com.vn

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