Question:
Our company is pretty much interested in Vietnam market and would like to enter into market by setting up entity. Their business scope is to import beer, and may be some other alcohol drink, from Germany and to distribute locally in Vietnam. They are distributor not manufacturing.

I understand this sector is required the sub-permission from relevant authorities and subject to special consumption tax.

Could you please advise the procedure for license approval procedure, lead time and fee and other legal notice if any?

Answer:

We were requested to advice on setting up a foreign-invested company for import and export beer and some other alcohol drink. Therefore, we are grateful to present you our Legal Services Proposal for your review and consideration.

1.    BRIEF SUMMARY OF BACKGROUND AND OURCOMMENTS

Under Vietnam Law on Investment, for FIC, investors (the “Client”) are required to propose an Investment Project initially to obtain Investment Registration Certificate. The relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Registration Certificate. After getting the Investment Registration Certificate for Investment Project, the investor shall apply for the Enterprise Registration Certificate. With respect to trading company, after obtaining Enterprise Registration Certificate, it shall be required to obtain Import and Trading License.

Accordingly, regarding your case, we would like to provide some advice as follows:

(I)Regarding the proposed business activities of FIC

In order obtain the Investment Registration Certificate and Enterprise Registration Certificate in Vietnam for import and distribution of beer products, Client must satisfy conditions as follows:

-Client is prestigious & effective trader or manufacturing consumer products in their countries shown through incorporation certificate, audited financial statements of two last years, catalog, brochure, certificate (if any);

– The FIC has to have at least one warehouse for storing products;

– The capital injection into Vietnam should be at least 250.000 USD.

(II)Location of the head office and warehouse

Location of the head office shall be considered as the location of Investment Project. Accordingly, the competent authority shall examine whether such locations are in line with the master plan of the province or not. In order to get the license, the investor must prove that the FIC has the right to use the location through the leasing contracts. In order to prove such locations are in line with the master plan, the investor has to collect the legal documents of lessors to show out the purpose of such locations are suitable for locating the office and warehouse.

(III)Legal representative of the FIC

Under Vietnamese laws, the FIC can have one legal representative (individual who exercises the rights and fulfills the obligations on when making transactions on behalf of the enterprise, represents the enterprise) or more. There must always be at least one legal representative that resides in Vietnam. If the enterprise has only one legal representative, such person must resides in Vietnam. In case he/she is absent from Vietnam, he/she must authorizes another person in writing to perform the legal representative’s right and obligations.

(IV)Roadmap for the incorporation of the FIC:

Step 1: Applying for Investment Registration Certificate

  • Preparing the application dossier: We shall collect necessary information and documents from the Upon receipt of necessary information and documents from the Client, we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to the Client for comments. Then, after updating the application dossier based on the Client’s comments, we shall obtain the preliminary comments fromthe competent authority and send the finalized application dossiers for the Client to sign and seal. We anticipate that this phase shall be completed within 7 working days.
  • Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent It shall take about 15 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Registration Certificate.

Step 2: Applying for Enterprise Registration Certificate

  • Preparing dossier: Based on the information provided by the Client, we will draft and provide the application dossier in both Vietnamese and English for the Client’s comment. Then, after updating the application dossier based on the Client’s comments, we shall obtain the preliminary comments from the copetent authority and send the finalized application dossiers for the Client to sign and We anticipate that this phase shall be completed within 03 working days
  • Submission of application dossier: Within 01 working day from receipt of duly signed and sealed application dossier and after getting the Investment Registration Certificate, we shall submit the application dossier to the competent authority. It shall take about 07 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Enterprise

Within 2 working days we shall complete the post licensing procedures such as publishing the establishment information of company in National Registration Portal, obtaining seal for the FIC.

Step 3: Applying Business License

  • Submission of application dossier: Within 01 working day from receipt of duly signed and sealed application dossier and after getting the Certificate of Enterprise Registration, we shall submit the application dossier to the competent authority. It shall take about 45 working days from submission of application dossier to the competent authority for the licensing authority to grant the Business

2.       SCOPE OF WORKS

With regards to the establishment of FIC for import and export of chemcical products having HS Code described in Appendix I of this Legal Service Proposal, our scope of work shall be as follows:

SCOPE OF SERVICES
Preparation of the application documents:

·  Notifying application documents required in accordance with Vietnamese law;

·  Drafting application documents required for submission purpose;

·  Liaising with the Client to discuss the draft application documents;

·   Amending the application documents based on the Client’s comments;

·   Obtaining preliminary comments from the licensing authority on the draft application documents;

·  Finalizing the application documents following comments from the licensing authority; and

· Translating the final version of the application documents into Vietnamese for execution.

Licensing procedures:

·    Submitting the application dossier to the licensing authority on behalf of the client;

·  Monitoring and following up with the relevant authorities on the approval process;

·   Keeping the client updated on the developments and additional requirements, if any; and

·   Assisting the Client in obtaining the Investment Registration Certificate; Business Registration Certificate; Business Licnese.

Obtaining the seal of the FIC and implementing the procedures to declare the seal of FIC;

3.     PROFESSIONAL FEE

The fee for SB Law to perform services as mentioned in 2 above will be as follows:

i.For obtaining Investment Registration Certificate: 3,350USD (Three thousand three hundred and fifty US Dollar);

ii.For obtaining Enterprise Registration Certificate: 550USD (Five hundred and fifty US Dollar);

iii.For obtaining Business License: 2,560USD (Two thousand five hundred and fifty US Dollar);

iv.The fee is exclusive of VAT (10%) and actual cost for translating your documents from English into Vietnamese (10USD/150 words) and actual cost for travelling out of Hanoi or Ho Chi Minh City.

v.SB Law resever right to re-quote our service fee in case Client would like to setup retailed sale outlet for trading beer products.

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