Question: Our company would like to set up foreign invested enterprise exercising import and export of agriculture products. Please quote.

Answer:

We understand that you are seeking legal advice on establishment of foreign invested enterprise exercising import and export of agriculture products in Hanoi, Vietnam. We therefore would like to present our proposal as follows:

I.    PRELIMINARILY COMMENTS OF SB LAW

  1. INVESTMENT REGISTRATION

According to Investment Law 2014, an investment in the form of the establishment of an economic organization will require a Foreign Investor to go through a two-step licensing process. Regarding trading services, applicable laws and regulations requires Foreign Investor and their Foreign Invested Enterprise to satisfy three-layer of conditions before officially providing trading services. The first one is investment conditions and the second being business conditions (also known as business condition or baby permit).

In summary, under applicable laws the following procedures need to be implemented:

+ Step 1: Obtaining an Investment Registration Certificate (IRC);

+ Step 2: Establishment of an enterprise by obtaining an Enterprise Registration Certificate (ERC) for the FIE.

2.   GENERAL REGULATIONS ON PURCHASE AND SALE OF GOODS APPLICABLE FOR FOREIGN INVESTED ENTERPRISE IN VIETNAM

Purchase and sale of goods and activities directly related to the purchase and sale of goods is engaged in export right, import right, distribution right and other activities specified in the Vietnam Commercial Law. When doing trading in Vietnam, the most common business lines the investor shall register is import right and/or export right.

If the NewCo practices import right only (without distribution right), it is allowed to import valid goods into Vietnam and directly provide to Vietnamese’s merchant(s) having business registration or companies having exportation/distribution right of such kind of goods. The NewCo is prohibited to participate in any retail network in Vietnam.

If the NewCo practices export right  only,  it  is  allowed  to  buy  goods  from  Vietnam  for exporting, including valid goods has been imported into Vietnam by the same company or other companies.

II.     SCOPE OF WORKS

DESCRIPTION

Pre-licensing procedure

1.      Consulting:

·    Attending various meetings with client to explain and confirm the main principles for setting up the Company;

·    Preparing a list of legal documents required for the appraisal of the set-up company. Based on the information provided by client, we will review and incorporate these documents into the application file;

2.      Drafting documents:

·  Drafting the Application Dossier for Investment Registration and Company Incorporation.

·  Drafting the Charter of the Company.

·  Drafting necessary document/paper for implementing the works, as the case maybe.

Licensing procedure

·    Reviewing and assembling all required documents to be included in the application file for the Investment Registration and Company Incorporation;

·  Representing client to submit the application files for the Investment Registration and Company Incorporation;

·   Acting as client’s attorney to follow up with the competent authorities regarding the

establishment of the company and obtaining the IRC and ERC.

Post-licensing procedure

·   Making public-notice on company establishment.

·   Obtaining Corporate Stamp and Stamp Specimen Registration Certificate.

·   Assisting Client on opening company bank account.

 

Roadmap for carrying out above scope of work can be described in details as follows:

a, Preparing the application dossier: We anticipate that this phase shall be completed within from 05 working days from full receipt of information/document provided by The application shall be delivered to Client for review and execution.

b, 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 authority.

c.        Licensing Procedure:

– For obtaining IRC and ERC, it would take around 30 working days approximately from the submission.

d. Post-licensing procedure: Within 05 working days approximately from the

III.                             PROFESSIONAL FEE

For setting-up a wholly foreign-invested enterprise which exercises import, export in Ho Chi Minh City, Vietnam, our professional fee shall be: US$ 2,800 (Two thousand eight hundred U.S. Dollars).

Note: This professional fee is exclusive of 10% VAT, translation cost (12USD/1 A4-size page/300 words), and disbursement incurred on Client’s behalf (if any).

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