Gold trading is an area that attracts many investors’ interest. However, this is a conditional business line that requires certain paperwork. The following article of Viet An Law will provide you with the information you need to know about the conditions for establishing a gold trading company.

Legal basis

• Investment Law 2020;
• Enterprise Law 2020;
• Decree 24/2012/ND-CP on management of gold trading activities;
• Circular 16/2012/TT-NHNN guiding a number of articles of Decree 24/2012/ND-CP, amended and supplemented by Circular 38/2015/TT-NHNN; Circular 03/2017/TT-NHNN; Circular 29/2019/TT-NHNN; Circular 15/2021/TT-NHNN;
• Circular 24/2022/TT-NHNN amending and supplementing a number of articles of circulars regulating administrative procedures in the field of foreign exchange management;
• Decree 50/2016/ND-CP on administrative violations in the field of planning and investment

What is gold trading in Vietnam?

Gold trading includes the following activities:

• Activities of producing and processing gold jewelry and handicrafts;
• Business activities of buying and selling jewelry and handicrafts;
• Business activities of buying and selling gold bars;
• Gold export and import activities;
• Other gold trading activities; including gold trading on accounts and gold derivatives.

Conditions for establishing a gold and silver trading company

For companies trading in buying and selling gold jewelry, handicrafts

Companies trading in buying and selling gold jewelry and handicrafts must fully satisfy the following conditions:

• Facilities, locations and necessary equipment for the purchase and sale of precious gold and silver;
• Being an company established in accordance with the provisions of law, having registered business in buying and selling gold jewelry in the Certificate of Business Registration.

For companies engaged in the production of gold jewelry and handicrafts

Companies producing gold jewelry and handicrafts shall be granted the Certificate of eligibility for gold jewelry and handicraft production by the State Bank when fully meeting the following conditions:

• Being an company established in accordance with the provisions of law, having registered the production of gold jewelry and handicrafts in the Certificate of Business Registration.
• Having locations, facilities and necessary equipment for the production of gold jewelry and fine arts.

For outsourcing companies

• Must be an company established in accordance with the law.
• There must be registration for processing gold jewelry and handicrafts in the Certificate of Business Household Registration, Business Registration Certificate or Business Registration Certificate.
• Individuals, households and companies may process for companies producing gold jewelry and handicrafts.

For companies trading in buying and selling gold bars

For businesses:

• Must be an company established and operating in accordance with the provisions of law.
• Have operational experience of 2 years or more in this field.
• Have the paid tax amount of gold trading activities from VND 500 million/year or more in the last 2 consecutive years.
• Have charter capital of VND 100 billion or more.
• There is a network of branches, in Vietnam from 3 provinces and centrally run cities or more.

For credit institutions:

• Have registered gold and silver – precious stone trading activities.
• Having charter capital of VND 3,000 billion or more.
• Having a network of branches in Vietnam from 5 provinces and centrally run cities or more.

Note: Depending on the production size of the business, some additional licenses are required

According to Decree 24/2012/ND-CP stipulating that when a gold production business company needs to have sufficient licenses:

• License for import of gold materials for companies investing abroad in the field of gold mining;
• License to import gold materials for the production of gold jewelry and fine arts;
• Licenses for exporting gold materials mined by companies to companies with gold mining licenses;
• License to temporarily import gold materials for re-export of products;
• License for import of gold materials for foreign-invested companies to produce gold jewelry and fine arts.

For foreign investors

In order for foreign investors to establish a gold trading company in Vietnam, besides meeting the above conditions, foreign companies first need an Investment Registration Certificate.

The procedure for registration of an Investment Registration Certificate includes the following steps:

Step 1: Prepare dossiers for issuance of Investment Registration Certificate for foreign investors

A dossier of application for an Investment Registration Certificate includes:

• A written request for implementation of an investment project.
• Documents proving legal status:
• For institutional investors: a copy of the Certificate of Incorporation or other equivalent document confirming the legal status for institutional investors.
• For individual investors: Copy of identity card/identity card or passport for individual investors.
• An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital.  and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project.
• Documents proving the financial capacity of the investor:
• For institutional investors: financial statements of the last 02 years of the investor. Or pledge financial support from the parent company. Or pledge financial support by the financial institution. Or guarantee on the financial capacity of the investor. Or documents explaining the financial capacity of the investor.
  • For individual investors: confirmation of account balance, passbook;
• Head office lease contract, Documents proving the lessor’s leasing right (Certificate of land use right, Construction permit, Certificate of business registration with real estate business function of the lessor or equivalent documents).
• Proposing land use needs; in case the project does not request the State to allocate land, lease land, permit change of land use purpose, submit a copy of the site lease agreement or other document certifying that the investor has the right to use the location for the implementation of the investment project;
• Explanation on use of technology applied to investment projects, for projects using technologies on the list of technologies restricted from transferring in accordance with the law on technology transfer, including: technology name, technology origin, technological process diagram; main technical parameters, usage status of machinery, equipment and main technological lines;
• 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).

Number of documents: Investor submits 01 application

Step 2: Submit the application for issuance of the Investment Registration Certificate

Option 1: Declare information about investment projects online on the National Foreign Investment Information System

• Before carrying out the procedures for issuance of the Investment Registration Certificate, investors declare online information about investment projects on the National Foreign Investment Information System. Within 15 days from the date of online declaration, the investor shall submit the dossier for issuance of the Investment Registration Certificate to the Investment Registration Agency.
• After the Investment Registration Office receives the dossier, the investor is granted an account to access the National Foreign Investment Information System to monitor the processing of the dossier.
• The investment registration agency shall use the National Foreign Investment Information System to receive, process and return the results of investment registration dossiers, update the status of application processing and issue codes for investment projects.

Option 2: Investors submit dossiers for issuance of investment certificates at investment registration agencies according to their competence as follows:

• Department of Planning and Investment of the province where the company is headquartered.
• Management boards of industrial parks, export processing zones, high-tech parks and provincial economic zones where the company is headquartered.

Step 3: Issuance of Investment Registration Certificate

The time limit for issuance of the Investment Registration Certificate is 05 working days if the investment project needs approval of the investment school owner, 15 working days for the project that does not need to approve the investment policy

Some frequently asked questions when setting up a gold trading company in Vietnam

What procedures are required to establish a business in buying and selling gold bars?

Step 1: Prepare the application and submit the application at the Department of Planning and Investment

Step 2: Disclosure of business registration information

After being granted a business registration certificate, the company must publicly announce on the National Business Registration Portal according to the order and procedures within 30 days from the date of publication. Contents of announcement include: Contents of business registration certificate; Business lines; List of founding shareholders.

Note: according to the provisions of Clause 1, Article 26 of Decree 50/2016/ND-CP, if an company fails to announce or does not publish on time the prescribed business registration contents on the National Business Registration Portal, it will be fined from VND 1,000,000 to VND 2,000,000.

Step 3: Engrave the mark

Companies have the right to decide for themselves on the form, quantity and content of the company’s seal. Companies can authorize Viet An Law Firm or make their own seal engraving.

Step 4: Apply for a business license to buy and sell gold bars

Companies wishing to buy and sell gold bars shall submit directly or send by post 01 dossier to the State Bank of Vietnam to be granted a business license for buying and selling gold bars.

A dossier of application for a license for trading in buying and selling gold bars for company includes:

• An application for a license to buy and sell gold bars;
• Business registration certificate registration of gold trading activities;
• Certificate of branch operation registration;
• Certificate of tax authority and tax paid amount of gold trading activities in the preceding 02 years.

After receiving the dossier, the Foreign Exchange Management Department shall submit it to the Governor for consideration and decision on the issuance of licenses for trading in buying and selling gold bars.

Within 30 working days from the date of receipt of a complete and valid dossier of the company, the State Bank shall grant or refuse to grant a business license for buying and selling gold bars to the company.

Above are the advice of Viet An Law Firm on conditions for establishing a gold trading company, if you have any questions about the conditions for establishing a business, please contact us for the best support!