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 Hai, 27 tháng 3, 2017

10 Questions to Ask Before Setting-up Company in Vietnam

Foreigners are encouraged to make investment in Vietnam through direct investment by Setting up company in Vietnam.
However there are restrictions in some cases in regard to investment capital, investment area, special licenses required. The investor is suggested to consult with a law firm in Vietnam for advice and service offering.
Before setting up business in Vietnam, ask yourself the following questions:
1. Which business should I invest in Vietnam?
There are non-conditional investment areas and conditional investment areas.  Establishing company in the non-conditional investement areas are more simple than in conditional investment areas.  Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas.  Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding…which are more complicated with investment conditions.  Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.
2. What should I name the business in Vietnam?
The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name.  The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses.  For instance, the company could be named Alpha consulting limited liability company.
3. Where should I register the address of the business in Vietnam?
Not every address could be used to register a company.  The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.
4. What is the legal structure of the company?
Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.
5. How much capital is required to set-up a company in Vietnam?
The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required. In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.
6. Whom will be legal representative and work permit in Vietnam?
The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam. If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally.  The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.
7. How long does it take to set-up a company in Vietnam?
It depends on what type, scale, and whether or not conditions are required. For a simple minimum capital without conditions to set-up, it would take 30 working days. For setting up company in conditional investment areas i.e.  trading company in Vietnam, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days. For setting up company in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.
8. Whom will be granting the investment license in Vietnam?
For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved. For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.
9. What are the tax liability in Vietnam?
Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam. In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016. Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0. Import tax varies according to tariff. Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%. Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.
10. What are mandatory reports submissions requirement in Vietnam?
Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually. Foreign companies are also required to have financial audit taken before the financial year end. The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.
Source: ANTLawyers.vn


Thứ Năm, 23 tháng 3, 2017

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.
Source: ANTLawyers

Thứ Tư, 22 tháng 3, 2017

How Foreign Entity Could Set-up Representative Office in Vietnam?

A foreign business entity or a foreign trader is allowed to establish Representative Office in Vietnam according to the Commercial Law No 36/2005 and Decree No. 72/2006/NĐ-CP dated July 25th, 2006 detailing the commercial law regarding Vietnam-based representative offices and branches of foreign traders.
Representative office of a foreign business entity in Vietnam (referred as “Representative Office”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to survey markets and to undertake a number of commercial enhancement activities permitted by the law of Vietnam.  Representative Office will need to apply and obtain the establishment license; and have a seal bearing the name of the representative office.
Setting up a Representative Office is less complicated from setting up a company in Vietnam.  The Vietnam Department of Trade will be approving the establishment of Representative Office in Vietnam while Vietnam Ministry of Planning and Investment will be the State agency that coordinate the setting up a company in Vietnam.  The time duration to establish a Representative Office is shorter than to establish a company.  There are fewer conditions to meet than conditions in setting up a company in Vietnam.  The main difference between a Representative Office and a company in Vietnam is that the Representative Office could not directly conduct profit making activities.
Rights of the Representative Office:
  • To operate strictly in accordance with the purposes, scope and duration stated in the license for establishment of such representative office;
  • To rent offices and to lease or purchase the equipment and facilities necessary for the operation of the Representative Office;
  • To recruit Vietnamese and foreign employees to work for the Representative Office in accordance with the law of Vietnam;
  • To open accounts in foreign currency and in Vietnamese Dong sourced from foreign currency at banks which are licensed to operate in Vietnam, and to use such accounts solely for the operation of the Representative Office.
Obligation of the Representative Office:
  • Not to directly conduct profit making activities in Vietnam;
  • Not to enter into commercial contracts of the foreign business entity or to amend or supplement such contracts already signed except where the head of the Representative Office has a valid power of attorney from the foreign business entity;
  • To pay taxes, fees and charges and to discharge other financial obligations in accordance with the law of Vietnam;
  • To report on the operation of the Representative Office in accordance with the law of Vietnam
A foreign company which has effectiveness business activities will be allowed to open the Representative Office in Vietnam if this company has real demand to open the market in Vietnam and meet conditions as below:
  • Being a business entity or trader recognized by the law of the country or the territory (hereinafter referred to collectively as the country) where it has been lawfully established or made its business registration;
  • Having been operating for at least one year after its lawful establishment or business registration in its country.
The issuing period will be within 20 working-days after the date of submitting the full valid documents as requested.
ANT Lawyers has law offices in Hanoi, Ho Chi Minh, and Da Nang City.  For advice or service request, please contact us via email ant@antlawyers.vn, or call +84 8 3520 2779.  To learn more about us, visit www.antlawyers.vn.

Source: ANTLawyers

Thứ Ba, 21 tháng 3, 2017

How To Protect Trademark in Vietnam?

Trademark protection in Vietnam is initially obtained through trademark registration.
Trademark opposition could be filed to prevent a pending application for a mark from being granted application.  Litigation is the final measure to handle dispute during trademark protection in Vietnam.
Trademark is a sign that help distinguish the goods or services of one enterprise from those of others. Together with industrial design and patent, trademark of goods and services plays an extremely important role for the growth of the enterprise. Trademark establishes a link between enterprise and customer.  A strong trademark will attract customers to use goods or services. When trademark is popular and economic benefits achieved through sale of goods or provision of services coupled with trademark is large, the violation of trademark is inevitable.
The annual reports of the Vietnam National Office of Intellectual Property (NOIP) prove that trademark violation in Vietnam is the most popular, among other industrial property rights.  According to the preliminary annual report in 2011, and 2012, there has been more than 1,000 cases of trademark violations each year.  Report of 2013 shows more than 2,000 trademark infringements were handled with the total fines of trademark violators of around USD 1 million.  Having said that, it is important for trademark owner to register trademarks in Vietnam for better protection.  This is also suggested for even well-known trademarks.
For registration, trademark owner has two options: either directly register trademark in Vietnam by filling an application for registration with the Vietnam NOIP, or seek the protection in Vietnam through Madrid’s system.  For the first option, the trademark owner needs to prepare, file for registration, and pay fee as the requirement of Vietnam Intellectual Property law.  In case trademark needs to be protected in a number of nations, including Vietnam, trademark owner may register trademark through Madrid’s system.
Where the violation of trademark occurs, trademark owner needs to judge the level of infringement, level of damage to choose suitable resolutions.  Initially, the trademark owner may protect by requiring to the trademark violator to terminate the infringing acts, apologize, and rectify. In case of being damaged, trademark owners have rights to claim compensation.  If failing to reach result, trademark owner may use settlement mechanism through negotiation or mediation or could request the competent state agencies to handle acts of infringement through i.e. filling a denunciation application and submitting to the Vietnam NOIP.  Litigation might be required to handle acts of infringement.  Generally, the proceeding of civil litigation is more complex than the arbitration proceeding. In cases the trademark owner needs a decision from court in order to end trademark infringement, civil litigation is top priority. In the remaining cases, arbitration is a better choice with advantages of cheaper cost, shorter settling time, and more flexible.

Source: ANTLawyers

Chủ Nhật, 19 tháng 3, 2017

Marriage Involving Foreign Elements in Vietnam

Cross culture marriage in Vietnam is getting more popular due to the further integration of Vietnam into world’s economy and people relocation for better living.
It is understandable that a foreigner who works and lives in Vietnam wishing to register marriage with a Vietnamese or even another foreigner under Vietnam laws.
However, it is challenging for foreigners to be aware of the legal provisions governing the issue of marriage involving foreign elements in Vietnam. The parties involved in the marriage should to go through not so simple administrative procedures, because of the complexity of managing and protecting the legitimate rights of not only Vietnamese citizens, but also foreigners, to be governed under the Law on Civil Status.  It is not unfamiliar when husband and wife agree to sign prenuptial agreement, agreements on personal assets and properties, and agreements to separate assets and properties during the marriage time.
Procedures for Registration of Marriage in Vietnam
According to the current law provisions, the competence to register marriage between a Vietnamese citizen and a foreigner belong to the District People’s Committee where the Vietnamese citizen is residing. In addition to papers relating to declarations and documents that must be prepared, in order to marry a Vietnamese citizen, a foreigner have to submit papers proving their marital status issued by a competent authority of the country which he/she is a citizen. The certificate issued no more than six months, up to the time of application, confirming the current no spouse. In case, foreign law does not provide for the granting of papers certifying the marital status, the papers shall be replaced by the foreign competent bodies certifying that such persons meet all the marriage conditions under the laws of that country. Documents, papers issued by the competent authority of the foreign country must be notarized, legalized and authenticated.
After submitting complete, and valid dossiers and paying the necessary fees, if the marriage conditions are fully met, the chairperson of the District People’s Committee will approve the application. Upon marriage registration, both husband and wife must be present at the head office of the People’s Committee, and both will sign in the marriage certificate.
Foreigner’s Challenges?
To register marriage involving foreign in Vietnam, foreigners must have a marital status documents issued by a foreign competent authority where he/she is a citizen. Depending on the country, the paper proving citizen’s marital status issued to citizens when they apply for marriage registration is different. Most of the difficulties the foreigners encountered are the application for the issuance of papers abroad and at the same time they must carry out administrative procedures for the legalization of that document at the competent authority in Vietnam. Thus, the time required to prepare necessary documents and documents is generally long with strict administrative procedures.
In fact, marriages involving foreign couples encounter procedural difficulties and take a considerable amount time for preparation.
ANT Lawyers have experience in civil and family matters to advice clients whom are interested for such legal service in Vietnam.   We assist our clients in the process of reviewing agreements, procedures and concerned matters in civil and family.
Source: ANTLawyers.vn