After joining the WTO, Vietnam has signed service agreements in the Schedule of Specific Commitments on Services-List of exemptions from Most Favored Nation treatment under Article II. Accordingly, computer services and other related services (CPC 841-845, CPC 849) are not restricted to cross-border supply and consumption abroad. In order to have a commercial presence, foreign investors need to meet the following requirements: “Within 2 years from the date of accession to the WTO, 100% foreign-invested enterprises may only provide services to foreign-invested enterprises. out in Vietnam. After 3 years since joining, branch establishment is allowed” and the head of the branch must be a permanent resident in Vietnam.
Thus, foreigners can set up a web design service business in Vietnam. If establishing a company with Vietnamese people, there are no restrictions except that the head of the company branch must be a permanent resident in Vietnam. If a company is established with 100% foreign investment capital, in the first 2 years (before 2009) it is only allowed to provide services to foreign-invested enterprises in Vietnam; after 3 years since joining (since 2010) branch was established.
According to the content of the client’s consultation request, two foreigners want to set up a web design service business and, if necessary, will establish it together with the Vietnamese. Viet An Law would like to propose two ways of establishment as follows: establishing a foreign-invested enterprise or establishing an enterprise with 100% Vietnamese capital and transferring the contributed capital to foreigners.
Regarding the type of business, according to the Enterprise Law 2020, there are 4 types of enterprises including: limited liability company, joint stock company, partnership company, and private enterprise. The type of business the customer can refer to in this case is a limited liability company, a joint stock company, a partnership company. However, the partnership has an unlimited liability regime, so the risk level of the members is very high; Joint-stock companies have more complicated procedures for establishing and managing joint-stock companies than other types because they are strictly bound by the provisions of law. Therefore, the type of limited company is suitable for customers’ requirements. Limited liability company is also a popular type of business in Vietnam with many advantages such as:
Company members are only responsible for the activities of the company to the extent of the amount of capital contributed to the company.
The number of company members is not much and they are usually known and trusted people, so it is easier to manage.
Establishment of a foreign-invested limited company
Step 1: Register a foreign investment project in Vietnam according to the procedures for granting an Investment Registration Certificate.
Dossier
The investor shall submit 01 application for the Investment Registration Certificate, including:
A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
Documentation of the investor’s legal status;
Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the investor’s financial capacity;
Investment project proposal includes the following main contents: investor or investor selection form, investment objective, investment scale, investment capital and capital mobilization plan, location, time deadline, implementation progress, information on the current status of land use at the project site and proposed land use demand (if any), labor demand, proposal for investment incentives, impact activities, socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection.
If the construction law provides for the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
In case the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or other documents determining the right to use the site shall be submitted for implementation. current investment project;
The explanation of the technology used in the investment project, for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;
BCC contract for investment projects in the form of BCC contract;
Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).
Step 2: Register to establish a foreign-invested company in Vietnam.
Establishment of a 100% Vietnamese-owned limited company and transfer of contributed capital to foreign investors
Step 1: Establishment of a limited liability company with 100% Vietnamese capital.
Dossier
Enterprise registration application form;
Draft of the Company Charter;
Copies of documents: Legal documents of the individual for the legal representative of the enterprise; Legal documents of the company owner (if the company owner is the State, no legal documents are needed, and if the company owner is a foreign organization, a copy of the legal documents must be legalized). consular legalization); Legal documents of the authorized representative; Investment registration certificate (only in case the enterprise is established by a foreign investor or a foreign-invested economic organization).
List of company members, for limited liability companies with two or more members;
Documents proving the headquarters if the company has its headquarters according to the number of floors of the building;
Original practicing certificate if the profession requires a practicing certificate;
Certificate of deposit for professions requiring legal capital;
In case the member is an organization, there is a written authorization to represent the management of the contributed capital;
Power of Attorney for Viet An Law Firm.
Step 2: Transfer the shares or stakes to foreigners.
Forms of capital contribution to Vietnamese companies
Purchase shares issued for the first time or additionally issued shares of a joint-stock company;
Purchase of capital contributions of members of a limited liability company to become a member of a limited liability company;
Purchase of capital contributions of capital-contributing members in a partnership to become a capital-contributing member of a partnership;
When do you need to register to purchase shares or purchase contributed capital?
The contribution of capital, purchase of shares, purchase of contributed capital increases the foreign investors’ ownership rate in economic organizations engaged in business lines and trades with conditional market access for foreign investors;
The capital contribution, share purchase or capital contribution purchase leads to foreign investors and economic organizations holding more than 50% of the charter capital of the economic organization in the following cases: increasing the percentage of charter capital ownership ratio of foreign investors from less than or equal to 50% to over 50%; increase the rate of ownership of charter capital of foreign investors when foreign investors already own more than 50% of charter capital in economic organizations;
Foreign investors contribute capital, purchase shares, purchase capital contributions from economic organizations having land use right certificates in islands and border communes, wards and townships; coastal communes, wards and towns; other areas affecting national defense and security.
Dossier for registration to purchase shares or purchase capital contributions:
Written registration of capital contribution, purchase of shares, stakes.
Copies of legal documents of individuals and organizations contributing capital, purchasing shares, purchasing stakes and economic organizations with foreign investors contributing capital, purchasing shares or purchasing capital contributions;
Written agreement on capital contribution, share purchase, stake purchase between foreign investors and economic organizations receiving capital contribution, purchase of shares or contributed capital;
Declaration document (enclosed with a copy) Certificate of land use right of the economic organization receiving capital contribution, shares or capital contribution of foreign investors (in case the economic organization has a Certificate of Land use right). receive land use rights in islands, communes, wards, border towns and coastal communes, wards and townships; other areas affecting national defense and security).
Letter of introduction, power of attorney to submit documents to Law Viet An.
After successfully registering to purchase shares or purchasing contributed capital, a company with 100% Vietnamese capital shall register the change of members or shareholders at the business registration office in accordance with the law on enterprises and shareholders. other laws corresponding to each type of economic organization.
After setting up a company providing web design services, the company needs to apply for a license to set up an electronic website if it needs to create its own website:
In order to be granted a License, an enterprise needs to meet all the conditions under Article 23 of Decree 72/2013/ND-CP. Specifically:
Being an organization or enterprise established under the law of Vietnam with a registered function, task or business line in accordance with the service and information provided, which has been posted on the National Information Portal. business registration;
Organized, responsive personnel;
Registered domain name used to set up general website, social network;
Meet the technical conditions;
Take measures to ensure information safety, information security and information management.
In addition, the license to set up a general website is valid for a term at the request of the organization or enterprise but must not exceed 10 years.
The above article is the adviec related to your inquiries about establishing a company in Vietnam for website design service. If you have any difficulties, please contact Viet An Law Firm for advice and further support.
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