Question: I am a Malaysian, looking to set up an e-business company (online-based selling) based in Vietnam, specifically in Hanoi. I am more interested in a Sole Proprietorship at the moment.

Could you assist me in this process, and if so, what are the procedures and fees involved?

Answer: This is reference to your email below. I am Lawyer of SB Law. I was entrusted to provide you legal advice on this matter.

From your email, we understand that you would like to setup a sole proprietorship in Vietnam for running an e-commerce platform? Please confirm.

 1. BRIEF INTRODUCTION ON ESTABLISHMENT OF FOREIGEN INVESTED COMPANY (FIC).

1.1.The establishment of a FIC in Vietnam requires an Investment Certificate from the licensing authority.

Depending upon the location of the company, the licensing authority may be the Provincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).

We would like to clarify that the procedure for establishment of a FIC in Vietnam generally takes a rather long time in comparison with other countries in the region.

Our practical experiences show that although the total time for establishment of a foreign invested company as stipulated under Vietnam Investment Law 2014 is only 15 days, the actual process may take a longer time due to that the competent authority must consult other relevant offices to evaluate the investment project.

With respect to several cases that involves with relocation of 10,000 people or more in highlands; 20,000 people or more in other areas or requirement for changes of land purposes or project in several special field such as Construction and operation of airports; air transport; Construction and operation of national seaports; Petroleum exploration, extraction, and refinery etc, it shall require for approval from the National Assembly, Prime Minister or Provincial People Committee before starting the licensing process. In this case, we assume that your case is not subject to such requirement for approval.

However, we reserve our right to re-quote our professional fee and amend the work schedule if your case is subject to approval of the National Assembly, Prime Minister or the Provincial People Committee.

In order to setup a FIC, it shall require you to undergo two following steps:

Step 1: Obtainment of Investment Certificate. The Law requires that within 15 working days from submission of the application dossier the competent authority shall have to issue the Investment Certificate for Foreign Investor.

However, having preliminarily discussed with the Licensing Authority, we do not much expect that the licensing authority can comply with this requirement in practice, especially, those relating to conditional investment sectors. For granting the Investment Certificate, the relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:

·Legal framework including Vietnam’s WTO Commitments, Vietnam Investment Law, Vietnam Enterprise Law, Regulations applicable to specific industries as well as the master economic development plan of the city or province that the FIC shall register its head-office.

·Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.

Step 2: After obtainment of Investment Certificate, Client shall be required to obtain the Certificate of Business Registration. The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Business Registration for forming the Foreign Invested Company.

1.2. Specific Comments Vietnam Government does not commit to open market for foreign investor to run business activities on e-commerce platform. Then, the Business License for foreign investor in this field shall be granted on case-by-case basis.

According to our practical experience in previous case, Vietnam Government has opened mind on facilitating foreign investor conducting business activities in IT fields as well as Ecommerce platform.

However, due to that E-commerce Platform activities were not mentioned in Vietnam-WTO Commitment, then, it shall require us to get approval from relevant ministries including Ministry of Industry and Trade, Ministry of Planning and Investment and Ministry of Information and Communication before granting business license to you.

We expect that this administrative procedure shall last about 2 months before granting you the Investment Certificate.

If you would like further information on Setting up Sole Proprietorship in Hanoi, 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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