How to Establish a Joint-Stock Company in Vietnam?

How to Establish a Joint-Stock Company in Vietnam?

In addition to limited liability companies, partnerships, and private enterprises, joint-stock companies are recognized by Vietnamese law. When a Vietnam authority issues a Certificate of Business Registration, a joint-stock company gains legal status. Consult with corporate lawyers in Vietnam to learn about the advantages of various company formations in Vietnam for the owner's efficient management and goals.

As per the meaning of the Law on Undertakings, a business entity is a venture whose sanction capital is separated into two halves called shares. A joint-stock company can have individuals or organizations as its shareholders; the minimum number of shareholders is three. Since there is no maximum number of shareholders, the company will be able to easily expand its operations on a larger scale. In addition, shareholders will only be responsible for the company's debts and other property obligations up to the amount of capital contributed. Due to the level of risk that shareholders must bear, this is an advantage of this type of business. Specifically, business entities reserve the privilege to give offers, bonds and different protections to raise capital, which is a component that different kinds of organizations don't have.

The owner of a business in Vietnam has the option of submitting a set of documents to the Business Registration Office where the intended head office is located on their own or by authorizing another individual, organization, or law firm in Vietnam to do so. These documents include:

1.An application for enterprise registration;

2.The company’s charter;

3.List of founding shareholders and list of shareholders being foreign investors;

4.Copies of the following papers:

a) Legal papers of the individual for the legal representative of the enterprise;

b) Personal legal papers for company members, founding shareholders, shareholders being foreign investors who are individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on appointment of authorized representatives.

For individuals and investors being unfamiliar associations, duplicates of lawful papers of the association should be authenticated and consularly sanctioned in Vietnam; The owner of a business in Vietnam has the option of submitting a set of documents to the Business Registration Office where the intended head office is located on their own or by authorizing another individual, organization, or law firm to do so. These documents include:

c)Investment registration certificate, in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other legal documents; implementation manual.

The Business Registration Office will process the application within three working days of receiving it.

ANT Lawyers could assist you in establishing a joint-stock company in Vietnam with their highly skilled staff and extensive experience in foreign investment. 

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How to Establish a Business in Vietnam

How to Establish a Business in Vietnam?

Lately, Vietnam has turned into an appealing objective for unfamiliar speculation because of its benefits of safety, political soundness, and great geological situation to exchange with the world. This serves as both the gateway to the economies in the western Indochina Peninsula and the region's connection hub. In addition, in order to make it easier for foreign investors to begin doing business in Vietnam, the government of Vietnam has been increasingly implementing more preferential policies.

Investors in Vietnam must first select an appropriate type of business based on the number of capital contributors, amount of capital contributed, and purse size before starting a business in Vietnam. Foreign individuals and organizations are permitted to establish a limited liability company, joint stock company, partnership, or private enterprise under Vietnam law.

The business line is the next issue to take into consideration. The company must register the appropriate business lines related to business activities in order to continue operating. On the off chance that the chose line of business doesn't need conditions, the venture can go into activity after the foundation of the organization. The majority of businesses would engage in this non-conditional business activity. However, if the investor selects a conditional business line, the company must first meet the necessary requirements, submit an application for a business license in accordance with the requirements, and then begin operations. This is regarded as a conditional investment area, with restrictions such as a license requirement, minimum charter capital, and foreign ownership ratio...

Investors must also select a location for their business that is legally permissible for business operations. The address of the business must be on Vietnam's territory and meet the requirements of the business's purpose, such as not being in a dormitory or apartment building solely for living; The factory must be in the right area for business...

Newly established businesses must have their own proper name, which cannot be the same as or similar to a business that has already been registered in order to serve the management of the state and facilitate business activities. When naming an organization, businesses are not permitted to use the names of functional agencies or state management agencies. The proper name and type of business must be included in the business's name. Businesses can use abbreviations or English names to avoid competing with other businesses. However, they must ensure that the company name does not create confusion by not including any cultural symbols, prefixes, or suffixes.

In Vietnam, investors must apply for an Investment Registration Certificate at an appropriate authority. All projects wishing to establish a new legal entity in Vietnam must go through this procedure. Depending on the project, an investment certificate application takes about 30 days to process. Foreign individuals and businesses must prepare an application for an Enterprise Registration Certificate at the Department of Planning and Investment within seven days of receiving an Investment Registration Certificate. The enterprise now possesses legal status in accordance with the provisions of the Vietnam Law on Enterprises.

The company could perform monthly compliance services on its own or with the assistance of professionals, such as submitting foreign labor reports, investment reports, tax reports, and health and insurance reports to authorities in order to avoid penalties from the start.

ANT Lawyers is a law firm in Vietnam that will always contact the authorities to obtain legal updates on issues pertaining to investment registration or conducting business in Vietnam. 

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ALIBABA FROM CHINA ACQUIRES LAZADA VIETNAM

Recently, there is a trend that foreign company comes and buy company in Vietnam, in order to expand their business operation and also set foot in Vietnam market, where is emerging as a potential market of the area.

Alibaba Group – China’s giant technology corporation has spent 1 billion USD to acquire Lazada, thereby officially set foot in the online sales market of Vietnam.

On April 12th 2016, the China’s giant technology group named Alibaba Group announced that it has reached an agreement to acquire the control of e-commerce platform in Southeast Asia, which is Lazada with an amount of 1 billion USD , thereby officially set foot in Vietnam.

The transaction includes an investment of 500 million USD in Lazada’s newly issued equity and the repurchase of shares of some Lazada’s shareholders include Rocket Internet SE, Tesco Plc and Investment AB Kinnevik with a total investment value of Alibaba reach approximately 1 billion USD.

This acquisition is expected to help worldwide brands and distributors that are trading on the platform of Alibaba, as well as local vendors can reach the consumer market of Southeast Asia. In addition, Alibaba deal with a certain number of shareholders of Lazada, giving Alibaba the right to purchase and shareholders the right to sell its remaining shares in Lazada at the market prices in 12-18 months after the completion of the transaction.

Lazada is headquartered in Singapore, which was founded and operated by Rocket Internet SE from Germany. The company carries out e-commercial activities in Indonesia, Singapore, Malaysia, Philippines, Thailand and Vietnam.

According to Bloomberg, the deal came from the objectives set by the billionaire cum Alibaba’s chairman Jack Ma, targeting at least half of company revenue comes from markets outside of China.

Through the deal with Lazada, Alibaba generate more revenue from sale of clothing and electronics in 6 regional markets in Southeast Asia where Lazada if operating, including Vietnam.

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SAIGON CO.OP COOPERATED WITH WILMAR (JAPAN) TO BUILD SAUCE FACTORY

Nam Duong International Food Co., Ltd will implement the project with a total investment capital of 577.2 billion VND (equivalent to 25.6 million USD) to build a new factory in Hiep Phuoc Industrial Zone (Nha Be, Ho Chi Minh City).

Accordingly, Nam Duong International Food Co., Ltd is a joint venture between Saigon Co-op (a large retailer in Vietnam) and Wilmar International Limited (Singapore) with the capital contribution ratio is 49% and 51% respectively.

After the joint venture was established, the preparing procedures for the new factory will be conducted expeditiously. The factory will specialize in manufacturing sauces and spices to serve the domestic and export market.

The brand “Nam Duong” owned by Saigon Co.op, which was founded in 1951, is one of the brands in the sauces and spices industry in Vietnam, with products: soy sauce, sauce, chili and tomato sauce. These products are preferred by domestic and abroad consumers. These products are now being exported to markets such as the US, Canada and Europe.

As the leading retailer in Vietnam, Saigon Co.op understands the trend, tastes and appetites of consumers. On the other hand, Wilmar Group which has extensive experience in manufacturing and distribution of food worldwide. Through this joint venture, the Nam Duong’s sauces and spices products will meet the international production standards and safety and will be sold in a global distribution network but still preserve the traditional flavors in each product.

The main objective in the development strategy of Wilmar is aimed at building and developing closed business models with diverse agricultural commodities, proactive from input raw materials to produce and distribute finished products. Currently, the Group has more than 500 factories in China, India, Indonesia, Indonesia, Vietnam and 50 other countries worldwide. The Group develops based on multinational human resources base with 92,000 employees.

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GOOD RISK MANAGEMENT FOR ENTERPRISE – THE KEY TO SUCCESS

Risk is an inevitable factor in business operation activities, higher return is always accompanied by higher risks. Coping and managing risk is an integral part of any business if you want to make profit and create value to shareholders. However, in fact, there are a lot of businesses does not manage risk effectively and furthermore not fully understand about the risks that they are facing.

Risk can be defined broadly as any factors or events could drive business and production activities of the enterprise below forecasted. Specifically, the measures that are commonly used as capital risk, profit risk or cash flow risk, depending on the emphasis that are accounting balance sheet and statement of cash flows.

According to the Vietnam Ministry of Industry and Trade, in recent times, there are many corporate scams between Vietnam and foreign enterprises. In particular, the main behaviors are foreign companies purchase/sell goods or provide services for partners in Vietnam and the Vietnam partner fail to make payment.

Typically, a director has scammed 3 billion VND of foreign companies and he was arrested. Although his company does not have pepper but he still receives nearly 350,000 USD of the Egyptian company, then appropriated half. According to the investigation, a few years ago, Vinamex Co., Ltd signed contract with a Libya company in Egypt to sell 4 black pepper containers with price of 669,600 USD even though the Vinamex Company do not have condition to implement the contract and also do not have goods.

To obtain the money of partners, the Director of Vinamex forging multinational bills of lading, certificate of plant quarantine and then send to Lybia Company. The Lybia Company then transfer to Vinamex a deposit amount of 348,300 USD. After that, Vinamex’s director withdraws all money to pay for his company’s debt.

After months have been urging, the Vinamex Company buy a container of black pepper worth 174,150 USD and then send to Lybia Company. The remaining amount equivalent to 3 billion VND was appropriated by the Vinamex’s director. The Lybia Company has adopted Vietnam embassy in Egypt to submit the denunciation.

In fact, many business leaders often put heavy emphasis on the business activity, profit, and revenues instead of concentrating more on risk management. Improving risk management process will create a tight and effective control of the Board of Directors, on the other hand will help integrate the risk management process into every daily decision-making process.

Businesses do not improve the risk management process will be faced with a lot of different types of risks: financial losses serious, adverse effects on cash flows and the value of shares, as declining prestige with customers, employees and investors.

Businesses that do not improve the risk management process will have to face with a lot of different types of risks: serious financial losses, adversely affecting cash flows and the value of shares, decreasing prestige with customers, employees and investors.

In the period of global crisis had been predicted that almost bottomed out and started to show signs of recovery, although the recovery process can occur with different speed and characteristics depending on sector and location of the business, the fully preparation of business in all aspects including process and risk management strategy could helps business not falling into the passive and also have more possibilities to take advantage of growth opportunities after the recession.

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GOOD RISK MANAGEMENT FOR ENTERPRISE – THE KEY TO SUCCESS

Risk is an inevitable factor in business operation activities, higher return is always accompanied by higher risks. Coping and managing risk is an integral part of any business if you want to make profit and create value to shareholders. However, in fact, there are a lot of businesses does not manage risk effectively and furthermore not fully understand about the risks that they are facing.

Risk can be defined broadly as any factors or events could drive business and production activities of the enterprise below forecasted. Specifically, the measures that are commonly used as capital risk, profit risk or cash flow risk, depending on the emphasis that are accounting balance sheet and statement of cash flows.

According to the Vietnam Ministry of Industry and Trade, in recent times, there are many corporate scams between Vietnam and foreign enterprises. In particular, the main behaviors are foreign companies purchase/sell goods or provide services for partners in Vietnam and the Vietnam partner fail to make payment.

Typically, a director has scammed 3 billion VND of foreign companies and he was arrested. Although his company does not have pepper but he still receives nearly 350,000 USD of the Egyptian company, then appropriated half. According to the investigation, a few years ago, Vinamex Co., Ltd signed contract with a Libya company in Egypt to sell 4 black pepper containers with price of 669,600 USD even though the Vinamex Company do not have condition to implement the contract and also do not have goods.

To obtain the money of partners, the Director of Vinamex forging multinational bills of lading, certificate of plant quarantine and then send to Lybia Company. The Lybia Company then transfer to Vinamex a deposit amount of 348,300 USD. After that, Vinamex’s director withdraws all money to pay for his company’s debt.

After months have been urging, the Vinamex Company buy a container of black pepper worth 174,150 USD and then send to Lybia Company. The remaining amount equivalent to 3 billion VND was appropriated by the Vinamex’s director. The Lybia Company has adopted Vietnam embassy in Egypt to submit the denunciation.

In fact, many business leaders often put heavy emphasis on the business activity, profit, and revenues instead of concentrating more on risk management. Improving risk management process will create a tight and effective control of the Board of Directors, on the other hand will help integrate the risk management process into every daily decision-making process.

Businesses do not improve the risk management process will be faced with a lot of different types of risks: financial losses serious, adverse effects on cash flows and the value of shares, as declining prestige with customers, employees and investors.

Businesses that do not improve the risk management process will have to face with a lot of different types of risks: serious financial losses, adversely affecting cash flows and the value of shares, decreasing prestige with customers, employees and investors.

In the period of global crisis had been predicted that almost bottomed out and started to show signs of recovery, although the recovery process can occur with different speed and characteristics depending on sector and location of the business, the fully preparation of business in all aspects including process and risk management strategy could helps business not falling into the passive and also have more possibilities to take advantage of growth opportunities after the recession.

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VIETNAM AND EUROPEAN UNION WILL ELIMINATE OVER 99% IMPORT TARIFFS ON EACH OTHER

At a press conference on October 30th in Vietnam informed of important agreements between Vietnam and European Union (EU), Mr. Bruno Angelet – Ambassador, Head of Delegation of the European Union (EU) said that early August 2015, the EU and Vietnam has announced the conclusion of negotiations but the negotiation group continues to resolve the remaining technical issues, while improving documents.

Once completed, the Agreement must be approved by the National Assembly of Vietnam, the Council and the European Parliament. Accordingly, Vietnam and the EU will eliminate over 99% of import tariffs.

For the few remaining tariffs, both parties will grant each other tariff quota or tariff reduction. This can be seen as the highest level of commitment that Vietnam has achieved in the FTA has been signed so far.

In the investment sector, the commitments to ensure an open business and investment environment to help promote high quality investment flows of both the EU and other partners in Vietnam. Thus, Vietnam has the opportunity to become the connection for trade and investment activities between EU and other countries in the region.

In addition, the commitments related to investment, liberalization of trade, service, Government procurement and intellectual property protection… will also open up opportunities for both sides to approach each other’s markets and ensure balance overall benefit.

EU can become the best partner in the future of Vietnam because Vietnam is also becoming one of the most dynamic countries and have good relationship with EU in the region. EU can support Vietnam in many fields such as governance models and provide excellent services in the field of infrastructure, training and education, the judiciary and law, health, social insurance and sustainable energy.

ANT Consulting is here to assist you from the outset; providing intelligence, information, management or support and administrative services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:

• Market Entry
• Tax Advice
• Legal Advice
• Outsourcing Services

We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.

We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

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VIETNAM: THE POTENTIAL DESTINATION FOR VENTURE CAPITALS

If we see the business, the attention of Venture Capitals (VCs) and foreign investors are the indication then Vietnam is emerging as a potential environment for the startup operation.

Besides the investment funds that have been presented in Vietnam as IDG Ventures Vietnam, a number of new VCs have joined the Vietnam entrepreneurship ecosystem and are very optimistic about the ahead opportunities.

On August 2015, the Captii Ventures owned by Captii Corporation has invested a sum of 6 numbers to the startup OnOnPay phone recharge. This represents the first venture investment of Captii in Vietnam.

Factors attracting investors here are the demographic advantages and business models that can be replicated. According to Techlist.asia, the startup figure in Vietnam has risen to 1,400, bringing this country becomes the 3rdlargest startup ecosystem in Southeast Asia after Singapore and Indonesia.

With a population of 90 million people who are in the process of economic growth, young population structure, emerging middle class and the rate of Internet user is increasing rapidly, especially mobile phone, Vietnam is in the beginning phase of a very exciting cycle.

Moreover, Vietnam is a large, young and growing rapidly economy, the technology index such as the ratio of using the Internet and smart phone are in large-scale, the leading founder generation have achieved success and demonstrate the potential of the talent and market of Vietnam.

Compared to other Southeast Asian countries (Indonesia, Thailand, Malaysia, Singapore, Philippines and Vietnam), Vietnam has strong advantages in the available technique human resources, energy, resources and potential growth the market.

Moreover, the new policy on foreign investment has entered into force on July 1st 2015 with more freedom for foreigners to own real estate in Vietnam and simpler procedures for projects or portfolios.

In the 3 areas that Captii Ventures is focusing on that are market, digital media and apps for business, they will participate more actively in at least two areas that are market and apps for business.

Not only with the VCs, Vietnam startup is also attractive to other foreign companies such as Yello Mobile from South Korea, the company has invested in CleverAds advertising company and Websosanh – the price comparison site.
Garena, a Singapore’s internet company has invested Series B for Foody, startup locations that in the same month continued to receive Series C investment from Tiger Global Management – US venture capital fund.

Transcosmos, a software manufacturing company based in Tokyo, had previously acquired a 30% stake in Hotdeal e-commerce platform in a deal signed on August 2015.

Read More

VIETNAM: THE POTENTIAL DESTINATION FOR VENTURE CAPITALS

If we see the business, the attention of Venture Capitals (VCs) and foreign investors are the indication then Vietnam is emerging as a potential environment for the startup operation.

Besides the investment funds that have been presented in Vietnam as IDG Ventures Vietnam, a number of new VCs have joined the Vietnam entrepreneurship ecosystem and are very optimistic about the ahead opportunities.

On August 2015, the Captii Ventures owned by Captii Corporation has invested a sum of 6 numbers to the startup OnOnPay phone recharge. This represents the first venture investment of Captii in Vietnam.

Factors attracting investors here are the demographic advantages and business models that can be replicated. According to Techlist.asia, the startup figure in Vietnam has risen to 1,400, bringing this country becomes the 3rdlargest startup ecosystem in Southeast Asia after Singapore and Indonesia.

With a population of 90 million people who are in the process of economic growth, young population structure, emerging middle class and the rate of Internet user is increasing rapidly, especially mobile phone, Vietnam is in the beginning phase of a very exciting cycle.

Moreover, Vietnam is a large, young and growing rapidly economy, the technology index such as the ratio of using the Internet and smart phone are in large-scale, the leading founder generation have achieved success and demonstrate the potential of the talent and market of Vietnam.

Compared to other Southeast Asian countries (Indonesia, Thailand, Malaysia, Singapore, Philippines and Vietnam), Vietnam has strong advantages in the available technique human resources, energy, resources and potential growth the market.

Moreover, the new policy on foreign investment has entered into force on July 1st 2015 with more freedom for foreigners to own real estate in Vietnam and simpler procedures for projects or portfolios.

In the 3 areas that Captii Ventures is focusing on that are market, digital media and apps for business, they will participate more actively in at least two areas that are market and apps for business.

Not only with the VCs, Vietnam startup is also attractive to other foreign companies such as Yello Mobile from South Korea, the company has invested in CleverAds advertising company and Websosanh – the price comparison site.
Garena, a Singapore’s internet company has invested Series B for Foody, startup locations that in the same month continued to receive Series C investment from Tiger Global Management – US venture capital fund.

Transcosmos, a software manufacturing company based in Tokyo, had previously acquired a 30% stake in Hotdeal e-commerce platform in a deal signed on August 2015.

Read More