Question: I am writing on behalf of a UK-based manufacturer, who is interested in setting up a local subsidiary in Vietnam for marketing and potentially establishing manufacturing facilities in the longer term.

We are seeking to engage a legal firm to assist in the incorporation of the local subsidiary and provide corporate secretarial support services for an initial period of 1-3 years. The latter should cover, but not be limited to the following:

Registration of the legal entity and registration of licenses and permits as required

Application for employment / residency permits for individuals and families

Opening of local bank accounts

Preparation and filing of the annual audited accounts and tax returns

Preparation of resolutions, minutes of meeting of the directors

Convening, facilitating and attending directors’ and shareholders’ meetings and preparing chairman’s scripts and minutes

Maintenance of any statutory registers and records

Provision of nominee directors (helpful for initial setup period but not a pre-requisite)

If your firm is able to provide the above, can you please give us an indication of your rates and time typically required?

Answer: I am grateful to know you and your business. Through your email below, we noted that your Companyintend to setup a subsidiary in Vietnam. The subsidiary shall carry out marketing activities and potentially establish a manufacturing facilities in the longer term.

In light of above, we suggest that your Company should consider following option:

Step 1: Setting up a Representative Office in Vietnam. The Representative Office shall (i) act as a liaison contact; (ii) expedite development of co-operation projects of your Client in Vietnam; (iii) carry out market research to promote opportunities in sale and purchase of goods for your Client; (iv) monitor and facilitate the implementation of singed contracts of your Client with its Vietnamese partners or in relation to the market in Vietnam. Setting up Representative Office does not require your Client to make capital contribution in Vietnam.

Furthermore, the licensing work can be completed within 15 working days from submission of required documents to the competent authority.

Then, this option shall help your client to save much time and cost in comparison with setting up a subsidiary company which shall require them to (i) prepare an investment project, (ii) make capital contribution to the Subsidiary company, (iii) invest more time to complete licensing process (at least 22 working days from submission of required documents in a smooth forward process). In addition, due to that the representative office is not allowed to carry out activities for purpose of making profit, it does not require your client to pay corporate income tax or prepare annual financial statement.

Step 2: Upon when your Client decides to setup a manufacturing facilities in Vietnam, they can setup a subsidiary company in Vietnam.

Please also note that, with Representative Office, your Company can obtain Work Permit and Residence Permit for its employees and their family in Vietnam.

Kindly let us know your opinion. If you have any further question, please feel free to contact us.

We are looking forward to hearing from you soon.

 

If you would like further information on Incorporating a local subsidiary in Vietnam, please either email to our Partners at: info@sblaw.vn or call to our Office:

Ha Noi Office: +84 (4) 62 62 0246

HCM Office: +84 (8) 35 208 101.

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