Question: My company is an entity formed under the laws of Japan.

It is also the sole shareholder of a Vietnam subsidiary.

We are seeking local counsel to assist with changing the corporate name of Vietnam subsidiary.

To that end we have the following questions:

(1)   Can your firm complete that type of work?

(2)   Would it be possible to provide a brief summary of the legal process for completing a corporate name change?

(3)   Generally how long does the process take?

(4)   Can you provide a fee estimate for completing a corporate name change?

Answer: We understand that your company (Japan) is now seeking legal advices foradjusting Investment Certificate of Vietnam subsidiary. (“the Company”) regarding name change of the Company. We therefore are grateful to present our LegalService Proposal for your review and consideration.

1.INITIAL ADVICES

We would like to note that the adding HS codes into the list of import and distribution right will be considered as the expansion of business.

Accordingly, in our experience, in case the foreign owned company wants to supplement the business of import and distribution of goods, the approval and issuance of the amended Investment Certificate (“IC”) will depend on following issues:

+With regard to result of business operation as recorded in its Audited Financial Statements of the lastest year, the item of loss & profit should be positive;

+The Client has duly paid all the payable taxes of the two lastest years (having attached financial documents);

+The Client has totally complied with the investment report scheme (e.g. quarter, annual report) as prescribed by applicable regulations.

As you may know, the new Law on Enterprises and Law on Investment have come into effect from the 1st of July 2015.

Pursuant to the new laws, investment registration procedures have been changed entirely. The newly established foreign-owned company shall have two (02) separate licenses, namely (i) Investment Registration Certificate (“IRC”) and (ii) Enterprise Registration Certificate (“ERC”), instead of the only combined Investment Certificate (“IC”) as before.

Following this regulation, company which is currently operated under an Investment Certificate intends to change content of such IC, if this content is recorded the same in both enterprise registration and investment project registration section, it is required to apply for a new Enterprise Registration Certificate.

The current Investment Certificate also has to be adjusted, and shall be changed to new form of Investment Registration Certificate.

Therefore, it is required to apply for obtaining new ERC and IRC. Under applicable laws, adjustment procedure including the following phases:

+Phase 1: Making adjustment of enterprise registration content recorded in the IC to change the Company’s name. New Enterprise Registration Certificate shall be granted with the new Company’s name. This procedure shall be handled by Enterpise Registration Division of  Province Department of Planning and Investment. It shall take around 10 working days to complete this procedure.

+Phase 2: Making adjustment of investment project registration content recorded in the IC to change name of investment project. New Investment Registration Certificate shall be granted as replacement of former IC. This procedure shall be handled by Investment Registration Division of Province Export Processing And Industrial Zones Authority. It shall take around 10 working days to complete this procedure.

+Phase 3: Making a new stamp according to name change of the Company. This procedure shall be handled by Enterpise Registration Division of Province Department of Planning and Investment and/or  Province Police Department. It shall take around 5 working days to complete this procedure

2. DELIVARABLES

The Deliverables will include documents prepared in Vietnamese and English to submit to the licensing authority. Client will review, approve and where necessary sign these documents.

3. PROFESSIONAL FEE

3.1. The Service fee for performing the SBLaw services as mentioned in Item above will be as bellows:

– Our total estimated service fee will be 3,000 USD (In word: U.S. Dollars Three thousand);

3.2. Services fee shall be paid to SBLaw as follows:

– Within 03 working days from the date of signing the legal service contract, Client will pay for SBLaw an advance payment which equivalent to 40% of the total estimated service fee;

– Within 03 working days from obtainment of Enterprise Registration Certificate, Client will pay for SBLaw 30% of the total estimated service fee;

– Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 03 working days from obtainment of Investment Registration Certificate;

– Client shall immediately notify SBLaw of when actual payment(s) will be made on the amount specified in the invoice(s). SBLaw will start working only upon receipt of payment of the respective invoice(s).

Alternatively, SBLaw reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice.

Further, in the event payments are not received by the payable date, SBLaw reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SBLaw.

If you would like further information on Seeking Vietnam Counsel, 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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