How Foreign Entity Could Set-up a Branch Office in Vietnam

A foreign business entity or a foreign trader is allowed to set-up a branch in Vietnam to conduct business activities.

Having the right to conduct business activities and make profit are how a branch differs from a representative office in Vietnam.  A branch depends on the foreign business entity that set-up the branch while a foreign owned company set-up in Vietnam exists by itself.  The Vietnam Department of Industry and Trade will be approving the establishment of a branch in Vietnam while Vietnam Ministry of Planning and Investment will be the State agency that coordinate the setting up a company in Vietnam.

In particular, the branch of a foreign business entity in Vietnam (referred to as the “Branch”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to enter into contracts in Vietnam and conduct activities being the purchase and sale of goods and other commercial activities consistent with its licence for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

The Branch will need to apply and obtain the establishment license; and have a seal bearing the name of the Branch.

1. Rights of the Branch

• To rent offices and to lease or purchase the equipment and facilities necessary for the operation of the branch.
• To recruit Vietnamese and foreign employees to work for the branch in accordance with the law 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 Vietnam Law.
• To open Vietnamese dong and foreign currency accounts at banks which are licensed to operate in Vietnam.
• To remit profits abroad in accordance with the law of Vietnam.
• To have a seal bearing the name of the branch in accordance with the law of Vietnam.
• To conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

2. Requested conditions for establishment the Branch in Vietnam

A foreign company which has effectiveness business activities will be allowed to open the Branch in Vietnam if this company has real demand to open the market in Vietnam and meet some conditions as below:

• Being a trader recognized by the law of the country where it has been lawfully established or made its business registration;
• Having been operating for at least five years after its lawful establishment or business registration.

3. Issuance the Certificate of Branch:

The issuance of the Certificate of Branch will be implemented by the Department of Industry and Trade Department  after the foreign company meets all of conditions as Vietnam legal requirements.

The issuing period will be within 20 working-days after the date of submitting the full valid documents as requested.

At ANT Lawyers, a law firm in Vietnam with offices in law office Hanoiand Ho Chi Minh City, we are available to assist clients in licensing and post-licensing matters to help clients with all questions and services in setting up and maintaining the company or other form of business entities in Vietnam. We could be reached at email: ant@antlawyers.vnor office tel: +848 35202779.

Source: ANTLawyers.vn

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Industrial Design Registration in Vietnam

Industrial design is the appearance of the product which is expressed through shapes, lines, colors or combinations of these factors. 

A product as being commercially marketed will have a certain style with a combination of certain shapes, lines, colors, etc which is the design of the product. When a new design to be launched, if it attracts customers, there is a big chance there will be fake or imitated products.  Therefore, before a new design is launched, business owners need to conduct registration procedures for protection of industrial designs.  That is the action for the protection of its product design and the prestige of the enterprise in the market.  This protection will prevent the infringement of the design, therefore the registration of industrial design protection is essential.

ANT Lawyers’ services in the field of industrial design registration advice covers:  

• Look-up, assess and consult possibilities to register industrial design in Vietnam and abroad;

• Represent clients in applying for certificates of industrial design, record modification, extend degree of industrial protection in Vietnam and abroad;

• Evaluate the effectiveness of the certificate of industrial design registration and the possibility of industrial design rights violation;

• Implement of the protected industrial design rights: investigate, monitor, negotiate, seek arbitration or initiate a lawsuit or request other competent agencies for handling of infringement in Vietnam and abroad;

• Negotiate, draft, evaluate and register the of changing industrial design ownership in Vietnam and abroad;

• Advise on building strategies, brand development; For advice and specific details in each case, please contact us directly for advice.

Source: ANTLawyers.vn

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How to Establish a Company in Vietnam

Foreign investors may invest in the form of 100% capital to establish a limited liability company, joint stock company, partnership company or other forms in investment in Vietnam.

10Questions to Ask Before Setting-up Company in Vietnam

Foreign investors that invest in Vietnam for the first time must have investment projects and fill in investment registration or examination procedures at state agencies in charge of investment in order to be granted investment registration certificates. Investment certificates shall concurrently be business registration certificates.  Company with 100% foreign capital has founded and operated from the date of issuance of the investment certificate.

A project dossier for establishing a company in Vietnam shall comprise:

• Registration/Request for issuance of Investment Certificate;
• A report on financial capability of the investor;
• Draft of the company’s charter;
• List of members of company;
• Copy of the people’s identity card, passport or other lawful personal certification, for individual members;
• Copy of the establishment decision, business registration certificate or other equivalent document, for member organizations;
• Copies of the authorization document, the people’s identity card, passport or other lawful personal certification, for authorized representatives.
• Copies of the business registration certificates of the foreign member organizations must be authenticated within three months before the date of submission of the business registration dossier by agencies where such organizations are registered;
• Written authorization of the investor in case investor is organization and valid copy of the lawful personal certification of the authorized representative. Documents in foreign languages must be translated into Vietnamese, notarized and legalized;
• The joint-venture contract or Business Cooperation Contract (BCC);
• Other documents required by Vietnam law.

The establishment of a company in Vietnam would take from 30 days.  The extra time might be needed in case the investment area is conditional or the State government needs to examine the investment project.  Minimum capital, special licenses or other conditions might be required in certain investment projects.

The  law  on  investment constantly changes which ANT Lawyers will monitor and provide relevant update.

Source: ANTlawyers.vn

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