Establish a company in Vietnam operating in hospitals

In recent years, the demand for medical examination and treatment of Vietnamese people is increasing. Now, it has become common for people in need to go abroad (especially to neighboring countries such as Thailand, China, or Singapore) for treatment. However, it will be much more convenient if foreign investors directly open a general hospital in Vietnam. With the current openness in investment promotion policies, the establishment of a foreign-invested hospital in Vietnam today is no longer difficult.

In order to help with legal procedures for foreign investors to establish a hospital in Vietnam, Viet An Law Firm would like to have the following guidance:

Legal basis

• International treaties: WTO, AFAS, FTAs;
• Law on Investment 2020
• Law on Enterprise 2020
• Law on Medical Examination and Treatment 2009
• Decree 87/2011/ND-CP dated September 27, 2011 detailing and guiding the implementation of a number of articles of the Law on Medical Examination and Treatment;
• Decree 109/2016/ND-CP dated July 1, 2016 stipulating the granting of practice certificates to practitioners and the granting of operation licenses to medical examination and treatment establishments, as amended and supplemented by Decree 155/2018/ND-CP.

Investment conditions to establish a company in Vietnam operating in hospitals

According to international treaties to which Vietnam is a member

• Non restrictions, except for the minimum investment capital of 20 million USD.

According to Vietnamese law

• Having a Enterprise Registration Certificate or an investment license as prescribed by law for other medical examination and treatment establishments.
• Have an operating license issued by the Minister of Health, the Minister of National Defense or the Director of the Department of Health.

To establish a company in Vietnam operating in hospitals, foreign investors have two options as follows:

• Establishing a company with foreign capital;
• Contributing capital, buying shares and capital contributions to economic organizations.

Method 1: Establishing a company with foreign capital

Step 1: The investor applies for an Investment Registration Certificate

Records include:

• A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
• Documents on investor’s legal status: copy of identity card or identity card or passport (if individual); a copy of the certificate of incorporation or equivalent document and the passport of the capital manager (if an organization);
• Proposing investment projects. If the construction law stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal.
• 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;
• 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;
• Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any);
• Power of Attorney for Viet An Law.

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receiving the complete and valid dossier, the Department of Planning and Investment will issue the Investment Registration Certificate to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.

Step 2: Establish a company with foreign capital in Vietnam

Apply for a Enterprise Registration Certificate:

Business establishment dossier includes:

• Application for business registration;
• Company charter;
• List of founding shareholders and shareholders being foreign investors (as a joint stock company); List of members (as a two-member limited liability company );
• Certified copy of identity card or citizen identification card or passport (if an individual); establishment decision, enterprise registration certificate or equivalent document and citizen identification card or ID card or passport with written authorization for capital manager in Vietnam (if an organization) ;
• A certified copy of the issued Investment Registration Certificate;
• Power of attorney for Viet An Law;

Place of application: Department of Planning and Investment where the enterprise’s head office is located.

Duration: 03 – 06 working days.

Disclosure of business registration information

• After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Business Registration Portal and pay fees as prescribed by law. The content to be announced includes the contents of the Enterprise Registration Certificate and the following information:
  • Business lines;
  • List of founding shareholders; list of shareholders being foreign investors in the case of a joint-stock company (if any).
• Publication fee: The request for announcement of enterprise registration contents and payment of the fee for announcement of enterprise registration contents shall be made at the time the enterprise submits the enterprise registration dossier. In case the enterprise is not granted business registration, the enterprise will be refunded the fee for announcing the business registration content.

The publication fee is 100,000 VND according to the provisions of Circular 47/2019/TT-BCT.

Business seal

• A seal includes a seal made at a seal engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.
• The enterprise shall decide on the type, quantity, form and content of the seal of the enterprise, its branches, representative offices and other units.
• The management and keeping of the seal shall comply with the provisions of the company’s charter or regulations issued by the enterprise, branch, representative office or other unit of the enterprise with the seal. Enterprises use seals in transactions as prescribed by law.

Method 2: Contributing capital, buying shares, stakes to economic organizations

This method will help investors save more time and costs because they do not have to apply for an Investment Registration Certificate. However, investors must ensure the proportion of capital contribution of foreign investors in accordance with regulations. If choosing this method, investors only need to carry out the procedures for registration of capital contribution, purchase of shares and contributed capital at the Department of Planning and Investment. In addition, for activities that foreign investors are not allowed to carry out, it is necessary to consider and implement procedures to reduce industries.

Step 1: Foreign investors register to contribute capital, buy shares, and contribute capital to economic organizations

records include

• A written registration for capital contribution, share purchase, or capital contribution purchase includes the following contents: information on business registration of the economic organization to which the foreign investor intends to contribute capital, purchase shares, or purchase capital shares. contribution; business; list of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any); rate of ownership of charter capital of foreign investors before and after capital contribution, share purchase, purchase of capital contribution to economic organizations; expected transaction value of the contract of capital contribution, share purchase, purchase of contributed capital; information on investment projects of economic organizations (if any);
• Copies of legal papers of individuals and organizations contributing capital, buying shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, buying shares, purchasing capital contributions: Passport (if applicable) is an individual); Business license or equivalent document and Passport of the person authorized to manage the capital portion in Vietnam (if an organization);
• Written agreement in principle on capital contribution, share purchase, purchase of capital contributions between foreign investors and economic organizations in which foreign investors contribute capital, purchase shares, purchase capital contributions or between investors foreign investment with shareholders or members of that economic organization;
• A copy of the certificate of land use rights of an economic organization in which foreign investors contribute capital, purchase shares or purchase capital contributions, if such economic organization has a certificate of land use right in the island, commune, border wards and towns and coastal communes, wards and towns; Other areas affecting national defense and security, except for economic organizations implementing investment projects in industrial parks, export processing zones, hi-tech parks and economic zones established under the Government’s regulations. .
• Power of Attorney for Viet An Law.

Place of application: Department of Planning and Investment where the economic organization’s head office is located.

Procedures: If the foreign investor’s capital contribution, share purchase or capital contribution meets the conditions on ownership ratio and investment form in accordance with the Schedule of Commitments and Vietnamese law, Within 15 days from the date of receipt of complete dossiers, the Department of Planning and Investment will notify in writing. In case the application does not meet the conditions, the Department of Planning and Investment will notify in writing and clearly state the reason.

Step 2: Carry out the procedures for transferring shares, stakes and changing shareholders, members, and owners

Apply for a Hospital Operation License and a practicing certificate

Conditions for issuance of operation license

Hospital scale

• General hospitals must have at least 30 beds or more;
• Specialized hospitals and traditional medicine hospitals must have at least 20 beds; especially for specialized ophthalmology hospitals using high technology, there must be at least 10 beds.

Infrastructure

• Depending on the size of a general or specialized hospital, the hospital must be designed and built in the form of a block house and must satisfy the following conditions:
  • Arrange faculties, rooms and corridors to ensure professional activities according to a centralized, continuous and closed model within the hospital’s campus;
  • For general and specialized hospitals, the construction floor area must be at least 50 m2/patient bed or more; The width of the front (facade) of the hospital must be at least 10 m.
  • Have a backup generator;
  • Ensure the conditions for medical waste treatment according to the provisions of the law on environment.

Medical equipment

• There are enough means of emergency transportation inside and outside the hospital.
• In case there is no emergency vehicle outside the hospital, a contract must be signed with a medical examination and treatment establishment that has been granted an operating license and has a professional scope of activities in providing emergency services to support transportation. patient.

Organization

• Departments:
  • Having at least 02 out of 04 departments of internal medicine, surgery, obstetrics and pediatrics, for a general hospital, or an appropriate clinical department, for a specialized hospital;
  • Medical examination department: There is a place to receive patients, an emergency room, a patient stay, a clinic, a minor surgery room (if minor surgery is performed);
  • Paraclinical department: There is at least one laboratory and one imaging room. Particularly for ophthalmological hospitals, if they do not have an imaging department, they must have a professional support contract with a licensed medical examination and treatment establishment that has an imaging department;
  • Faculty of Pharmacy;
  • Other specialized departments and rooms in the hospital must be suitable to the size, functions and tasks.
• There are departments and divisions to perform the functions of general planning, personnel organization, quality management, nursing, finance and accounting and other necessary functions.

Personnel

• The number of full-time (organic) practitioners in each faculty must be at least 50% of the total number of practitioners in the faculty.
• The head of the clinical department must meet the following conditions:
  • Being a doctor with a practicing certificate suitable for that specialty;
  • Having performed medical examination and treatment in that specialty for at least 54 months. The assignment and appointment of the Dean of the Faculty must be made in writing;
  • As an organic practitioner at the hospital.
• Head of subclinical departments (laboratory, microbiology, pathology):
  • Head of Laboratory: Being a doctor or technician specializing in testing, holding a bachelor’s degree in chemistry or biology, or a pharmacist with a university degree or higher, and having a certificate of practice in laboratory testing.
  • A university-qualified test technician can read and sign the test results. In case the medical examination and treatment establishment does not have a specialist in testing, the doctor who appoints the medical examination and treatment establishment shall make a diagnosis.
  • In case there is a separate microbiology department, the head of the microbiology department must be a doctor or laboratory technician with a bachelor’s degree or higher, a practicing certificate in microbiology, or a bachelor’s degree in chemistry, biology, or pharmacy. A doctor with a university degree shall be granted a certificate of professional practice in microbiology.
  • In case there is a separate pathology department, the head of the pathology department: is a doctor specializing in pathology or a doctor with a training certificate in pathology and a practicing certificate in pathology.
  • Having worked in laboratory specialty or microbiology or pathology for at least 54 months or practicing in laboratory or microbiology or pathology for at least 36 months, including Post-graduate studies in these specialties, calculated from the date of commencement of laboratory work, microbiology, pathology (determined from the time of signing a labor contract or having a recruitment decision) to the date of employment. be assigned, appointed as the person in charge of professional and technical aspects of the department of laboratory testing, microbiology and pathology.
  • As an organic practitioner at the hospital.
• Head of Radiology Department:
  • The head of the imaging department must be a doctor who has a practicing certificate in imaging diagnostics and has directly conducted medical examination and treatment in imaging for at least 54 months or has practiced in the specialty area for at least 54 months. at least 36 months, including post-graduate studies in these specialties, counted from the date of commencement of radiology work (determined from the time of signing the labor contract). active or having a recruitment decision) to the date of being assigned or appointed as the person in charge of professional and technical expertise of the faculty;
  • The head of the Department of Radiology must have a bachelor’s degree in radiology with a university degree or higher, have a practice certificate, and have directly conducted medical examination and treatment in radiology for at least 54 months or have been practicing radiology for at least 54 months. radiology profession for at least 36 months, including the period of postgraduate study in this specialty, counted from the date of commencement of radiology work (determined from the time of signing the labor contract). active or having a recruitment decision) to the date of being assigned or appointed as the person in charge of professional and technical expertise of the faculty. Bachelor of Radiology with university degree can read and describe diagnostic images but cannot make diagnostic conclusions;
  • If the medical examination and treatment facility does not have a radiologist or radiologist, the doctor who appoints the imaging technique shall make a diagnosis;
  • As an organic practitioner at the hospital.
• The Dean of Pharmacy is an organic practitioner at the hospital and must meet the provisions of the law on pharmacy;
• Deans of other faculties who are not subject to the grant of practice certificates must satisfy the following conditions:
  • Graduating from a university and having worked in that specialty for at least 36 months from the date of being awarded the university diploma to the date of being assigned or appointed to be the dean of the faculty. The assignment and appointment of the Dean of the Faculty must be made in writing;
  • As an organic practitioner at the hospital.
• In addition to the subjects specified at Points c, d, dd, e, g and h of this Clause, other subjects working in hospitals, if performing medical examination and treatment, must have practice certificates and only to perform medical examination and treatment within the scope of their assigned work. The assignment must be made in writing, consistent with the scope of professional activities stated in the practice certificate;

Dossier composition includes

• An application for an operation license made according to the prescribed form;
• A valid copy of the establishment decision or the document bearing the name of the medical examination and treatment establishment issued by a competent state agency, for state medical examination and treatment establishments, or the enterprise registration certificate, for for a private medical examination and treatment establishment or an investment certificate for a foreign-invested medical examination and treatment establishment;
• A valid copy of the practice certificate of the person in charge of professional and technical expertise of the medical examination and treatment establishment; the person in charge of the specialized section of the medical examination and treatment establishment;
• List of registered practitioners at medical examination and treatment establishments (including registration of practitioners and people working in health professions at the establishment but not subject to the issuance of practice certificates) according to the form prescribed in Clause 1 of this Article. Appendix IV issued together with Decree 109/2016/ND-CP;
• A declaration of physical facilities, medical equipment, organization and personnel of the medical examination and treatment establishment according to Form 02, Appendix XI issued together with Decree 109/2016/ND-CP;
• Documents proving that the medical examination and treatment establishment satisfies the conditions on physical facilities, medical equipment, and personnel organization in accordance with the scope of professional activities of one of the forms of organization specified in Clause 1 of this Article. Section 1 Chapter III Decree 109/2016/ND-CP;
• The charter of organization and operation of state hospitals shall comply with the form prescribed by the Director of the Department of Health; for private hospitals, make according to Form 03 Appendix XI issued together with Decree 109/2016/ND-CP and initial operation plan for hospitals;
• A valid copy of the patient transport contract for the hospital that has no means of emergency transport outside the facility;
• The list of professional and technical expertise of the medical examination and treatment establishment proposed on the basis of the list of professional and technical expertise promulgated by the Minister of Health;

Service of establishing a company in Vietnam operating in hospitals of Viet An law firm

• Consulting on the conditions to establish a company in Vietnam operating in hospitals: capital contribution ratio of foreign investors in Vietnam; conditions for business lines; project implementation location; pay attention to the procedures before and after the establishment of a foreign-invested company;
• Consulting to choose the right type of company for investors: Limited Company or Joint Stock Company;
• Advice on opening a capital transfer account, capital contribution term;
• Consulting and guiding investors to prepare necessary documents to establish a foreign-invested company;
• Consulting, drafting company establishment documents for investors;
• Representing investors to work with competent Vietnamese state agencies in the process of carrying out the procedures for establishing a company for investors (Apply for Investment Registration Certificate, Investment Registration Certificate, etc.) enterprises, Business Licenses, Licenses according to specialized requirements, making seals of legal entities, procedures after company establishment,…;
• Comprehensive, regular advice, accounting services, tax law package of activities arising in the process of doing business in Vietnam for investors.