Establish a company in Vietnam operating in specialty clinics

In recent years, the demand for medical examination and treatment of Vietnamese people is increasing. Recently, 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 clinics in Vietnam. With the current openness in investment promotion policies, the establishment of a foreign-invested clinics in Vietnam today is no longer difficult. In order to help with legal procedures for foreign investors to establish a company in Vietnam operating in specialty clinics, Viet An Law 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 specialty clinics

According to Vietnam’s Schedule of Commitments in WTO

Medical and dental services (CPC 9312): No restrictions, except for the minimum investment capital of 200,000 USD.

According to Vietnamese law

• Having a Enterprise Registration Certificate and/or 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.

Procedures to establish a company in Vietnam operating in specialty clinics

Step 1: The investor applies for an Investment Registration Certificate

Dossiers include:

• A written request for implementation of an investment project;
• Documents on investor’s legal status: copy of identity card or identity card or passport (as an individual); a copy of the certificate of incorporation or equivalent document and the passport of the capital manager (as an organization);
• The investment project proposal includes the following contents: investor implementing the project, objectives, scale and investment capital, capital mobilization plan, location, duration, investment schedule, labor demand activities, proposals for investment incentives, assessment of the project’s socio-economic impacts and efficiency;
• 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;
• 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 Law Viet An.

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 in Vietnam operating in specialty clinics

Apply for a Enterprise Registration Certificate:

Business establishment profile includes:

• Application for business registration;
• Company charter;
• List of founding shareholders and shareholders being foreign investors (if it is a joint stock company); List of members (if it is a multiple-member limited liability company);
• Certified copy of identity card or citizen identification card or passport (if an individual); establishment decision, business registration certificate or equivalent document and citizen identification card or identity 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 Firm ;

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).
• Publishing 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 announced fee is 100,000 VND according to the provisions of Circular 47/2019/TT-BCT.

Corporate 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.

Requirements and conditions for applying for a license to operate a specialized clinic

Facilities conditions:

• A specialized clinic must have a medical examination and treatment room with an area of ​​at least 10 m2 and a place to receive patients (except for a health consulting clinic or a room for health consultation via information technology, telecommunications and other means of communication). through). Particularly for the surgical clinic, the cosmetology clinic must have an additional patient room with an area of ​​at least 12 m2; the rehabilitation clinic must have an additional rehabilitation room with an area of ​​at least 10 m2; HIV/AIDS clinics and treatment rooms must have an area of ​​at least 18 m2 (excluding waiting areas for examination), divided into two rooms to perform the function of medical examination and counseling for patients.
• In addition to the above provisions, depending on the scope of registered professional activities, the specialized clinic must satisfy the following additional conditions:
  • In case of performing procedures, including dental implant techniques, the procedure room must have an area of ​​at least 10 m2;
  • In case of functional exploration, the functional exploration room must have an area of ​​at least 10 m2;
  • In case of performing gynecological examination or examination for sexually transmitted diseases, the clinic must have an area of ​​at least 10 m2;
  • In case of family planning techniques, the room for performing family planning techniques must have an area of ​​at least 10 m2;
  • In the case of a cast, the room for a cast must have an area of ​​at least 10 m2;
  • In case of performing occupational therapy, the room for exercise therapy must have an area of ​​at least 20 m2;

• In case the dental-maxillary-facial clinic has more than 01 tooth chair, the area for each tooth chair must be at least 5 m2;
• In case a specialized clinic uses radiation equipment (including dental X-ray equipment attached to dental chairs), it must meet the provisions of the law on radiation safety;

Medical equipment:

• There is a box of anti-shock medicine and enough specialized emergency medicine;
• A health consulting clinic or a room providing health advice through information technology and telecommunications means is not required to have the medical equipment and instruments specified at the above two points, but must have sufficient information technology facilities. information, telecommunications and equipment suitable to the scope of registered activities. 

Personnel:

• The number of people working, the structure and professional titles of the polyclinic shall comply with the regulations of the Minister of Health.
• The person in charge of professional and technical expertise of the specialized clinic must satisfy the following conditions:
  • Being a doctor with a practicing certificate in accordance with the specialty registered by the clinic.
  • Having at least 54 months of medical examination and treatment in that specialty.
• For the following specialized clinics, the person in charge of professional and technical expertise must meet the following conditions:
  • Rehabilitation specialist clinic: Being a doctor with a practicing certificate in the specialty of physical therapy or rehabilitation;
  • Drug addiction treatment and support clinics: Be a psychiatrist, a general practitioner with a certificate of training in psychiatry or a traditional medicine specialist with a certificate of training in drug addiction. support drug addiction treatment by traditional medicine methods;
  • HIV/AIDS clinics and treatment: Being an infectious disease specialist or a general practitioner and having a certificate of training in HIV/AIDS treatment;
  • Nutrition clinic: Being a nutritionist or general practitioner and having a certificate of training in nutrition;
  • Cosmetic clinic: Being a doctor specializing in plastic surgery or plastic surgery;
  • Orthopedic clinic: Is a doctor specializing in andrology or a general practitioner and has a certificate of training in orrology.
• In addition to the person in charge of professional and technical expertise of the specialized clinic, other subjects working in the specialized clinic, if they perform medical examination and treatment, must have a practice certificate and be assigned jobs in accordance with the law. in accordance with the scope of professional activities stated in his/her practicing certificate.

Dossier composition:

• Application for a license to operate a specialized clinic
• 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 medical profession at the establishment but not subject to the issuance of practice certificates;
• A declaration of physical facilities, medical equipment, organization and personnel of the medical examination and treatment establishment according to the prescribed form;
• Documents proving that the medical examination and treatment establishment meets the conditions on physical facilities, medical equipment, and personnel organization suitable to the scope of professional activities of one of the above-mentioned forms of organization;
• 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;

Some questions related to establish a company in Vietnam operating in specialty clinics

What types of companies are allowed for foreign investors to do business in clinic services in Vietnam?

Investors can choose one of the following types:

• Single-member limited liability company
• Multiple-member Limited liability company;
• Joint Stock Company.

Can foreign investors invest 100% of capital to do business in clinic services?

Investors are allowed to invest 100% of capital to do business in clinic services in Vietnam.

What is the minimum amount of capital required to set up a clinic service business?

To invest in business in clinic services, investors must have a minimum capital of 200,000 USD

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

• Consulting on the conditions for establishing a foreign-invested company: 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, Enterprise Registration Certificate, 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.