ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Thứ Sáu, 21 tháng 4, 2017

Vietnam Encourages Investment in Solar Power

What Investment Incentives for Solar Energy Project?
The Vietnam government has stepped up to encourage investment in solar power plant and project, which is part of the effort to close the gap of energy growth demand versus supply, and support the sustainable energy development in Vietnam.
According to Decision No. 11/2017/QD-TTg issued on Apr 11th, 2017 to be effective from Jun 1st, 2017, organizations and individuals involved in the development of solar power projects are entitled to investment, tax and land incentives.
Specifically, organizations and individuals involved in the development of solar power projects can legally mobilize capital from domestic and foreign organizations and individuals to invest in the implementation of solar power projects in accordance with the provisions of current law.

Solar power projects are exempted from import duties on imported goods to create fixed assets for the project; complying with the current law on import tax and export tax on goods imported for production of projects which are raw materials, supplies and semi-finished products which cannot be produced at home.
The exemption and reduction of corporate income tax for solar power projects shall be implemented the same as for projects in the field of investment incentives in accordance with current tax law.
On land preference, the Decision stipulates that solar power projects, transmission lines and transformer stations for connecting to electricity grids shall be exempted from or reduce land use fees, land rents and water surface rents in accordance with current law applies to projects in the field of investment incentives.
Based on the planning approved by competent authorities, the provincial people’s committees create conditions for arranging land funds for investors to carry out solar power projects. The compensation and support for ground clearance shall be implemented in accordance with the current land legislation.
The decision also specifies that organizations and individuals investing in the construction of solar power projects have the responsibility to install solar power equipment must ensure the safety of structures and work safety in accordance with the current regulations.
The investment in the construction of solar power projects shall comply with the current law provisions on investment, construction, fire prevention and fighting, environmental protection and other relevant regulations.
The  Vietnam laws on  electricity will be changed to attract investment of the private sector, boosting the industrial development of the country, which is always hunger for power to develop.
In early 2017, Vietnam government has re-structured electricity sector with vision up to 2020.  Accordingly, sustainable energy has been targeted to one of the growing sources in the coming future despite higher cost of development.
Vietnam has updated national power development plan up to 2020.  Building more thermal power plant will still be the main driver for sources of energy in the future development although concerns have arisen for environmental control.
Due to short of capital, Vietnam has encouraged investment in the form of Public Private Partnership in Vietnam, especially in infrastructure, energy project.

Thứ Năm, 20 tháng 4, 2017

How to Terminate Representative Office in Vietnam

Termination of operation of representative offices of foreign trader in Vietnam

Foreign Traders wishing to terminate the operation of representative office in Vietnam need to complete the procedure at Tax authorities, the Provincial Department of Industry and Trade and the procedure to return the seal at the police.


Pursuant to the provisions of the Vietnam laws, the termination of operation of representative offices of foreign traders in Vietnam at the Provincial Department of Industry and Trade shall be conducted as follows:
Preparation of dossiers for termination of operation of representative offices includes:
  • Notice of termination of operation of the representative office, made according to the form set by the Ministry of Industry and Trade, signed by the competent representative of the foreign trader.
  • List of creditors and unpaid debts, including tax debts and social insurance premiums;
  • List of employees and their respective current interests;
  • Documents evidencing that the representative office has fulfilled all tax and financial obligations to the State of Vietnam
The order and procedures for termination of operation of representative offices at competent agencies shall be as follows:
  • The foreign trader submits a dossier for termination of operation of the representative office directly or via post or online (if applicable) to the Provincial Department of Industry and Trade (or the Management Board of Industrial parks, export processing zones, economic zones and hi-tech parks) where the representative office is licensed.
  • Within three working days from the date of receipt of the file, the competent authority shall examine and request the supplement if the dossier is incomplete and invalid. Requests for supplementary records are made at most once during the process of processing applications;
  • Within a time-limit of five (05) working days from the date of receipt of a complete and valid file, the competent authority shall be responsible to publish on its website the termination of operation of the representative office.
  • Foreign traders shall publicly post up the termination of their operation at the representative office.
Foreign traders whose representative offices have terminated of operation shall be responsible for performing contracts, paying debts, including tax debts and settling lawful interests for laborers who have worked at the representative office in accordance with the laws.
Representative office in Vietnam could be terminated because the foreign trader might has no further interests in Vietnam or change its business model i.e. set-up 100% foreign owned company in Vietnaminstead.
It is important that, the foreign trader follow the laws to terminate its representative office, by fulfilling the tax obligations, request the Department of Trade and Industry, and return the seal to the public security.
The representative office have to follow the labour regulations in Vietnam in regard to employment termination for managers, employee and their personal income tax obligations.

Thứ Ba, 18 tháng 4, 2017

Where Foreign Investors Obtain Investment License in Vietnam?

To set up a business in Vietnam through foreign direct investment, foreign investors need to register the investment license from Vietnam Ministry of Planning and Investment (MPI).
Depending on investment business lines, investment conditions, scale of the projects, where investment project is located, other Vietnam State authorities would be involved.  MPI in Vietnam takes charge of developing legislation, guiding, consulting and coordinating with other State authority in regard to all investment in Vietnam.  Foreign investors apply for investment license at MPI which is acting as the contact point.  People’s Committee will be the government body that administer investment activities within its city or province and issue the investment license to the foreign investor.

In case the foreign investor setting-up  a business within an industrial zone, the management board of an industrial zone will have authority over the investment licensing process. For investment project which is larger than VND 300 billion (around USD 14.2 million) or in conditional investment area, MPI and other ministries will be involved in the evaluation process to recommend to the Prime Minister for approval.  Other ministries involved in investment project licensing would be Ministry of Trade and Commerce and Minsitry of Finance for settting up a trading company in Vietnam; Ministry of Science and Technology for investment in high-tech projects in Vietnam; Ministry of Education and Training for setting up education institute; Ministry of Health for investment in hospital in Vietnam, etc to ensure they are complying with the specific industry’s regulations.
At ANT Lawyers, a law firm in Vietnam with law offices in Hanoi and Ho Chi Minh City, we are able to assist clients in licensing and post-licensing matters to help clients with all questions and services in setting up and maintaining the company in Vietnam. We could be reached at email: ant@antlawyers.vn or office tel: +848 35202779.

Thứ Hai, 17 tháng 4, 2017

Conditions of Setting up Import and Export Company in Vietnam

Before Vietnam joined World Trading Organization (WTO), distribution and import, export activities conducted by foreign owned entities are strictly regulated by Vietnam government.  As such, foreigners could only conduct the import of goods through the Vietnam agents.
Since 2007, Vietnam has become an official member of WTO and it had to commit a route to open local market to foreign companies and traders, including foreign distributors.  Within 02 years from the date of accession to WTO, regulations with services and trading activities have been eased up gradually to be more open.  Since 2009, foreigner investors have been entitled to set up 100% foreign-owned companies to conduct activities related to the sale and purchase of goods including import and export, and distribution including acting as agents for purchase and sale, wholesale, retail and franchising.   This opens up opportunities for foreign investors to expand their trading activities in Vietnam.
1. Conditions for foreign-owned company in import and export or distribution field:
According to Article 4, Decree No. 23/2007/ND-CP on 12 February 2007 by the Government providing regulation for implementation of Commercial Law regarding purchase and sale of goods and activities directly related to the purchase and sale of goods by enterprises with foreign owned capital in Vietnam (“Decree No. 23”), the conditions for an enterprise with foreign owned capital to be granted a business license for activities of purchase and sale of goods and activities related to purchase and sale of goods in Vietnam shall comprise:
a. It is an investor belonging to a country or territory participating in an international treaty of which the Socialist Republic of Vietnam is a member and in such treaty Vietnam has undertaken to open the market on activities of purchase and sale of goods and activities directly related to purchase and sale of goods;
b. The form of investment is consistent with the schedules undertaken in international treaties of which the Socialist Republic of Vietnam is a member and is consistent with the law of Vietnam;
c. The goods and services in which business is conducted are consistent with Vietnam’s undertaking to open the market and are consistent with the law of Vietnam;
d. The scope of operation is consistent with Vietnam’s undertaking to open the market and is consistent with the law of Vietnam;
e. It has approval from the competent State body.
With respect to foreign investors not in the category stipulated in clause (a) above, the Minister of Industry and Trade shall consider each application on a case by case basis and must approve activities of purchase and sale of goods and activities directly related to purchase and sale of goods before the authorized State body grants a business license.

2. Conditions of foreign-invested enterprises on implementation export rights
According to Circular No. 08/2013/TT-BTC dated on April 22, 2013 issued by the Ministry of Industry and Trade detailing the goods trading and directly related activities of foreign-invested enterprises in Vietnam (“Circular No.08”), foreign-owned enterprises which have been licensed to conduct export activities are permitted to export, purchase goods in Vietnam for export, including goods imported in Vietnam by them or other enterprises already finished tax liability and other financial obligations, under the following conditions:
a. Export goods which are not in the list of those banned from export, list of those temporarily suspended from export, list of those of which the right to export is not granted according to international commitments;
b. For export goods in the list of conditional export goods, enterprises must meet conditions as prescribed by law;
c. For export goods in the list of goods to be exported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;
d. The export commodities must be suitable with content of the right to export which enterprises have been licensed for implementation.
The foreign-invested enterprises already licensed for right to export are entitled to directly do procedures for export of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to export are entitled to directly purchase only goods of Vietnamese traders who have business registration or right to import, right to distribute such goods for export; not entitled to organize the network of goods purchase in Vietnam for export, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.
3. Conditions of foreign-invested enterprises on implementation import rights:
Under Circular No. 08, foreign-owned enterprises which are licensed to import goods are permitted:
a. Import goods which are not in the list of those banned from import, list of those temporarily suspended from import, list of those of which the right to import is not granted according to international commitments;
b. Import goods belong in the list of conditional import goods, enterprises must meet conditions as prescribed by law;
c. Import goods belong in the list of goods to be imported under roadmaps specified in international commitments, enterprises must comply with the committed roadmap;
d. The import commodities must be suitable with content of the right to import which enterprises have been licensed for implementation.
The foreign-invested enterprises already licensed for right to import are entitle to directly do procedures for import of goods at customs agencies as prescribed by law.
The foreign-invested enterprises already licensed for right to import but not yet licensed for right to distribute are entitled to directly sell import goods for Vietnamese traders who have business registration or right to export, right to distribute such goods; not entitled to organize or participate in the network of goods distribution in Vietnam, unless otherwise provided by law of Vietnam or International treaties to which the Socialist Republic of Vietnam is a contracting party.
4. Conditions of foreign-owned enterprises on implementation distribution rights:
Distribution is defined as Decree 23 as “activities of wholesaling, retailing, agency  for purchase and sale of goods and franchising in accordance with the law of Vietnam”. The right to distribution is defined as “the right to undertake directly activities of distribution”.
Under Circular No. 08, foreign-owned enterprises which have been licensed to conduct distribution activities shall be permitted:
a) To conduct wholesaling, retailing, franchising and agency for trading goods manufactured in Vietnam and goods imported into Vietnam, except:
i) For goods on the list of those banned from business and list of those of which the right to distribution is not granted under international commitments;
ii) For goods restrained for business or goods of conditional business, enterprises must meet conditions as prescribed by law;
iii) For distribution goods in the list of goods to be distributed under roadmaps specified in international commitments, enterprises must comply with the committed roadmap.
b) The distribution commodities must be suitable with content of the right to distribution which enterprises have been licensed for implementation.
Depending on the method of business, investor could choose one of activities belonging to distributions rights. With each method, the investor needs to apply a suitable business registration issued by competent authorities.
Further, foreign invested enterprises whose investment registered retail business line in their investment certificate could open a single retail outlet in order to sell their goods to the end of user or customers.  The setting up of retail establishments including the first retail establishments must abide by law regulations on state management for retail activities and be conformable with the related master plans of central-affiliated cities and provinces, where are expected for setting up of retail establishments.   The setting up of retail establishments in addition to the first retail establishments are considered for each specific case based on the examination on economic demand of each locality where place retail establishment under the criteria: Quantity of retail establishments, stability of market, residential density and scale of district-level localities where are expected for the setting up of retail establishments.
Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation for setting up a trading company in Vietnam.
In order to seek further advice or request service, please contact us at ant@antlawyers.vn or call + 84 912 817 823.

Thứ Năm, 13 tháng 4, 2017

Process Setting-up Foreign Onwed Import Export Business in Vietnam

If a foreign-invested company wishes to apply for export/import or distribution rights, it has to submit the below listed documentation to the competent authorities:
1. Export/Import rights:
The foreign investors who invest to exercise right to export, right to import must follow procedures for grant of investment certificates; the foreign-invested enterprises in Vietnam which supplement the operational business activities for exercise of right to export, right to import must follow procedures for adjustment of investment certificates:
a. Dossier of verification for grant or adjustment of investment certificate as prescribed by law on investment;
b. A written explanation about the satisfaction of conditions in exercise of goods trading and directly related activities;
c. Documents proving the financial capability and experiences of investor in exercise of right to export and right to import;
d. Vouchers of tax agencies on performing the enterprise income tax liability within two consecutive years in the case the foreign-invested enterprises wish to supplement the exercise of right to export, right to import.

2. Trading activities/Distribution
The foreign investors with investment projects on exercise of goods trading and directly related activities in association with the setting up of enterprises must follow procedures for grant of investment certificates.
a. A dossier comprises:
i) Dossier of verification for grant of investment certificate as prescribed by law on investment;
ii) A written explanation about the satisfaction of conditions in exercise of goods trading and directly related activities according to the form MD-6 promulgated together with this Circular;
iii) Documents proving the financial capability and experiences of investor in exercise of busienss operation of goods trading and directly related activities.
b. After having acceptance opinion of the Ministry of Industry and Trade, the competent state agencies shall grant investment certificate. The investment certificate shall concurrently be business license.  Although not stipulated in the law, before granting an investment certificate with these business lines, the authorities usually consider application on case by case basis, taking into account market stability, population density in the area where the company is located and the consistency of the investment project with the master plan of the said area.
For these business lines the competent authorities must obtain the approval of the Ministry of Industry and Trade before issuing the investment certificate.
3. License for setting up retail establishments
If a foreign-invested enterprise wishes to set up a retail establishment in addition to the first retail establishment, it must follow procedures for license for setting up retail establishment, a dossier comprises:
a. Dossier of verification for grant or adjustment of investment certificate as prescribed by law on investment;
b. Dossier of license for setting up retail establishments, comprising:
i) Application for license to set up retail establishment;
ii) A written explanation about the satisfaction of conditions of setting retail establishments as per the law;
iii) Document of provincial People’s Committee that approves the working result of the Council of checking the
economic demand to consider the conformity of setting up of a retail establishment in addition to the first retail establishment.
iv) Report on exercise of goods trading and directly related activities of licensed projects;
v)Vouchers, which are issued by tax agencies, about exercise of enterprise income tax liability in two adjacent years.
After having acceptance of the Ministry of Industry and Trade, the competent state agency shall grant the license for the setting up of retail establishments.
Our lawyers of foreign investment practice at ANT Lawyers, a law firm in Vietnam are available to advise and provide client with service and representation in Vietnam.



In order to seek further advice, please contact us at ant@antlawyers.vn or call + 84 912 817 823.

Chủ Nhật, 9 tháng 4, 2017

Patent Registration Procedures in Vietnam

ANT Lawyers is a patent law firm in Vietnam that can assist client in the patent registration process and other patent relating issues.
Time and procedures for patent registration:
+ The time for form evaluation: 01 months from the date of receipt;
+ The time to publish the application: 18 months from the priority date or the 2nd month after receiving the request for content evaluation;
+ The time for content evaluation: 12 months after receiving the request for content evaluation or the date of publication
+ The time for patent protection is 20 years, for the patent for utility solution is 10 years.
Profile includes:
+ Declaration (02 sheets according to form);
+ Description (02 sheets, including drawings, if any);
+ Request for protection (02 sheets);
+ Relevant documents (if any);
+ Receipt of fees and charges.
Patent registration requirements:
1.Organizations and individuals that meet the following conditions may register for patent:
+ The author created the patent by his efforts and expenses;
+ Organizations and individuals investing in fund and material for the author in the form of contract work, unless the parties have other agreements and that agreements are not contrary to the provisions of law;
+ The case that many organizations and individuals working together to create or invest to create the invention, that organizations and individuals all have the right to register for patent and the registration will be implemented only if all organizations and individuals agree;
+ The case that the invention was created by using the technical facilities and expenses from state budget:
+ The case that the invention was created on the basis of entire state investment funds and technical facilities, the patent registration right belongs to the State. Organizations and state agencies are empowered as investor, representing State to exercise the right to register for patent;
+ The case that the invention was created on the basis of State contributes capitals which are funds and technical facilities, part of the patent registration right corresponding to the proportion of capital contribution will belong to the State. Organizations and Government agencies that are representatives of the State capital will be responsible for implementing the State’s patent registration right;
+ The case that the invention was created on the basis of research and development collaboration between state organizations, agencies and other organizations, individuals, if the cooperation agreement has no other provisions, part of the patent registration right corresponding to the proportion of capital contribution will belong to the State. State organizations and agencies participating in the research and development process will be responsible for implementing the State’s patent registration right.
2. To be granted the patent registration, the applicant must meet the following requirements: new; creative and capable of industrial application.
3. To be granted the patent protection/utility solution, the applicant must meet the following requirements: new and capable of industrial application.
Source: ANTLawyers.vn



Thứ Ba, 4 tháng 4, 2017

Note on Setting up a Representative Office in Vietnam

Setting up a representative office is considered one of the simplest forms of investment in Vietnam.
The representative office will help the foreign trader to lease office, hire people, open bank account, and promote the business activities in Vietnam market.  The chief representative if being foreigner will then could apply for work permit and temporary residence card to stay in Vietnam.  There is no income tax as the representative office therefore the liability to maintain a representative office is less hassle.  When the purpose of setting up representative office in Vietnam has been achieved, the closing down of the business shall be not as challenging as closing down a company.
According to Vietnam laws, representative office is a dependent unit, representing the foreign entity’s interests in Vietnam. Representative office is established by foreign entities to help them liaise, implement research activities, provide information and support them in seeking new partners as well as having understanding of the new market.
The foreign entity has to meet certain conditions before setting up representative office in Vietnam. It has rights and duties in accordance with Vietnam laws.
When preparing the application for license of representative office in Vietnam, the foreign entities have to note the following.
Prepare the application forms
The application forms as issued by Ministry of Industry and Trade. The application must be signed by legal representative of the foreign entity;
Notarize, legalize and authenticate documents
The foreign entity has to prepare and provide business registration certificate, audited financial report, charter, and office lease memorandum of understanding, passport of the legal representatives of the Representative Office in Vietnam. The documents issued in foreign countries have to be notarized, legalized and authenticated (apostille procedures) in accordance with Vietnam laws to be used in Vietnam. If the business registration certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;
Who should be the chief representative?
The Chief Representative of the Representative Office in Vietnam must be different from the Director of the foreign entity.
How long does it take?
It would take around 20 business days since application until receiving the business operation registration of representative office.
Source: ANTLawyers.vn