Establish foreign-invested e-commerce service company in Vietnam

Nowaday, along with the development of the internet and mobile devices, consumers are increasingly prioritizing transaction through e-commerce. Vietnam’s e-commerce industry is experiencing stable growth. A series of e-commerce websites have been established to strengthen the expansion of goods and services of delivery, receipt, and payment. Viet An Law would like to send to customers who intend to establish a company operating in the field of e-commerce some legal opinions related to the procedures to be followed to be able to come into operation.

Legal basis

• The Law on Enterprise 2020;
• The Law on Electronic Transactions 2005;
• The Law on Information Technology 2006, as amended and supplemented in 2017;
• Decree 01/2021/ND-CP on enterprise registration;
• Decree 52/2013/ND-CP as amended and supplemented by Decree 85/2021/ND-CP on e-commerce;
• Decree 72/2013/ND-CP on management, provision and use of internet services and online information;
• Circular 47/2014/TT-BCT regulations on management of e-commerce websites.

Procedures for setting up an e-commerce company in Vietnam

After obtaining the Investment Registration Certificate of e-commerce services in Vietnam by satisfying all Conditions for establishing a foreign-invested company for e-commerce activities in Vietnam, foreign will continue to follow these below steps.

Step 1: Viet An Law receives information from customers

To establish a company, you need to provide Viet An Law with the following information:

• Business name: Vietnamese name of the business including business type + unique name.

Based on business needs and management, Viet An Law will conduct information consultation on types of businesses and look up names for free for customers to avoid the case of the same name, causing confusion with the previously registered business name.

• Address of corporate head office:  Enterprises should note that their head office cannot be apartment buildings and group houses.
• Charter capital:  Enterprises consider it suitable for business needs because the level of charter capital related to business lines is conditional on legal capital, escrow and annual licensing tax. It is noted that the industries that require legal capital, the minimum charter capital must be equal to the legal capital.

The charter capital which is the basis for applying the license tax rate is prescribed as follows:

In case, the company is established within the last 6 months of the year, 50% of the license fee for the whole year must be paid.

• Capital contributors, founding shareholders:  The enterprise must specify the capital contribution ratio together with personal identification documents such as citizen identity card, identification card or valid passport;
• Legal representative : Limited liability companies and joint stock companies may have one or more legal representatives. Enterprises must ensure that there is always at least one legal representative residing in Vietnam
• Business registration lines : Enterprises can refer to the search and choose the appropriate business line in Decision No. 27/2018/QD-Ttg regulating the system of economic sectors in Vietnam.

Viet An Law Firm will advise customers on business lines in accordance with the operational needs of the business and code the industry in accordance with the law. Here are some industry codes related to the field of e-commerce, customers can refer to:

Step 2: Complete the dossier

Immediately after receiving the above information from customers, Viet An Law will proceed to draft documents and then hand them over to customers for signature.

Company profile includes:

• Enterprise registration application form;
• Company charter;
• List of members for limited liability companies with two or more members; the list of founding shareholders and the list of shareholders who are foreign investors for joint-stock companies.
• A valid copy of one of the following authenticated papers:
  • Valid Citizen ID card/Identification card/Passport for individuals;
  • Certificate of Enterprise Registration Certificate for organizations (unless the organization is a Ministry/People’s Committee of a province or city) and enclosed with personal identification papers, authorization decision of the authorized representative of the organization ;
• Power of Attorney for Viet An Law to carry out the procedure.

Step 3: Submit your application

After receiving the application with the full signature of the customer, Viet An will submit an application for the Enterprise Registration Certificate and follow up the application until receiving the results.

Step 4: Get the results of the Enterprise Registration Certificate and perform the following procedures

• Engraving seals;
• Hanging signs at the company’s head office;
• Open the enterprise’s bank account and notify the competent state agency;
• Registration of electronic digital signatures for electronic tax payment;
• Declare and pay license tax;
• Place and issue invoices.

For your further information, kind refer to the article Things enterprises have to do after establishing in Vietnam of Viet An Law.

Step 5: Contribute capital

Members/shareholders must contribute capital fully and on time within 90 days from the date of issuance of business registration.

Apply for an e-commerce operation license

There are two (2) types of e-commerce website as regulated in two regimes of Vietnamese law as belows:

Conditions for setting up a sales e-commerce website

Traders, organizations and individuals may set up sales e-commerce websites if they satisfy the following conditions:

• Being a trader, organization or individual who has been granted a personal tax identification number.
• Notifying the Ministry of Industry and Trade about the establishment of an e-commerce website for sales according to regulations;

For your further information, kind refer to the article Conditions for setting up a sales e-commerce website in Vietnam of Viet An Law.

Conditions for setting up a website providing e-commerce services

Traders and organizations may set up websites to provide e-commerce services when fully meeting the following conditions:

• Being a trader or an organization established pertaining to the law
• There is a service provision project which clearly states the following contents:
  • Operational organization model, including service provision, promotion and marketing activities both inside and outside the online environment;
  • Delineation of rights and responsibilities between traders and organizations providing e-commerce services and service users.
• Registered to set up an e-commerce service provision website and registered by the Ministry of Industry and Trade as prescribed.

For your further information, kind refer to the article License of registration for setting up e-commerce service provision websites in Vietnam of Viet An Law.

Services of Viet An law firm on setting up an e-commerce company

• Consulting on conditions and arising legal issues related to the establishment of an e-commerce company;
• Consulting, preparing documents, performing procedures on behalf of customers with state agencies to establish an e-commerce company;
• Consulting on the following procedures for establishing an e-commerce company;
• Consulting and guiding procedures for notification and registration of e-commerce websites with the Ministry of Industry and Trade.

Viet An Law Firm provides legal services related to foreign investment. Customers with requirements or questions, please contact us directly for advice and timely support.