Question: We ar setting up a Wholly Foreign Invested Company in Vietnam for producing software, please advise this.

Answer: We understand that you are seeking a law firm for supporting your foreign company (here in after referred to as “Client”) in setting up a Wholly Foreign Invested Company in Vietnam for producing software.

Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.

1. SETTING UP WHOLLY FOREIGN INVESTED COMPANY

The establishment of a Foreign Invested Company (Hereinafter referred to as “FIC”) in Vietnam requires an Investment Certificate and a Certificate of Business Registration fromthe licensing authority. Depending upon the location of the company, the licensing authoritymay be the Provincial People’s Committee (for companies located outside industrial or exportprocessing zones) or the provincial Industrial and Export Processing Zones ManagementAuthority (for companies located in industrial or export processing zones).

The roadmap for the incorporation of the FIC for producing software can be described infollowing steps as follows:

 Preparing the application dossier: We shall collect necessary information anddocuments from you. A list of required documents is detailed described in the Annex A ofthis Proposal. Upon receipt of necessary information and documents from you, we shalltranslate documents from English into Vietnamese and prepare the application dossierunder the standard forms. The initial drafted application dossier shall be sent to you for

your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send thefinalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 05 working days.

 Submission of application dossier for obtaining Investment Certificate: Within 02working days from receipt of duly signed and sealed application dossier, we shall submitthe application dossier to the competent authority. It shall take about 20 working days from submission of application dossier to the competent authority for the provincial licensing authority to grant the Investment Certificate.

 Submission of application dossier for obtaining Certificate of Business Registration:

Within 02 working days from receipt of Investment Certificate, we shall submit theapplication dossier to the competent authority for obtaining Certificate of BusinessRegistration. It shall take about 07 working days to complete.

 Post licensing: Within 13 working days we shall complete the post licensing proceduressuch as publishing the FIC in National Database of Enterprise Registration, obtaining sealand tax code registration.

2. INTRODUCTION TO SOFTWARE DEVELOPMENT IN VIETNAM

It is our understanding that you are now considering possibilities of setting up a foreign investedcompany for developing software in Vietnam.

Vietnam Government is now creating best supports for foreign investor making investment insoftware industries. Accordingly, FIC manufacturing software can enjoy Corporate IncomeTax (“CIT”) Exemption in 4 years, Deduction of CIT up to 50% in 9 years after completingperiod of tax exemption and favored CIT Rate of 10% in 15 years.

With the respect to capital required for FIC operating in the Software Industries, Vietnam Law does not stipulate any minimum capital rate.

However, according to our experience, you should consider an amount of 100,000USD (One hundred thousand US Dollar). The foreign investor can complete capital contribution within 36 months from the establishment of FIC in case FIC is structured under the form of Limited Liability Company.

Despite of that, competent authority may suggest Foreign Investor to complete its capital contribution within 12 months from the establishment of FIC.

If you would like further information on Setting up Company in Vietnam for producing software, 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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