As a large processing and manufacturing market, many foreign investors wish to export Vietnamese goods to the world market; At the same time, the Vietnamese consumer market also favors imported from abroad. That’s the potential, but many investors often encounter problems with legal procedures before doing business legally in Vietnam, especially business licenses. To assist clients in this procedure, Viet An Law Firm would like to present the following article on granting business licenses to foreign company in Vietnam.
Legal basis
Decree 09/2018/ND-CP detailing the commercial law and foreign trade management law on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign investors and organizations. economic organizations with foreign investment in Vietnam.
Business licenses to foreign company in Vietnam
After establishing a commercial presence in Vietnam in the form of an enterprise, to do business legally, before conducting actual business, the enterprise needs to apply for business licenses depending on the business line according to regulations. legal regulations. Business licenses are issued to economic organizations with foreign investment capital to business and trading in Vietnam, such as:
Exercise the right to the retail distribution of goods, excluding goods specified in Point c, Clause 4, Article 9 of Decree 09/2018/ND-CP;
Exercise the right to import and wholesale distribution of goods specified in Point b, Clause 4, Article 9 of Decree 09/2018/ND-CP;
Exercise the right to the retail distribution of goods specified in Point c, Clause 4, Article 9 of Decree 09/2018/ND-CP;
Providing logistics services; except for logistics service sub-sectors in which Vietnam has committed to open the market in international treaties to which Vietnam is a member;
Leasing of goods, excluding financial leasing; except for rental of construction equipment with operators;
Providing services of organizing bidding for goods and services.
[…]
The content of the Business License includes information about the name, code, and address of the business; owners, capital contributing members, founding shareholders; distributed goods; Activities directly related to buying and selling goods and other contents.
Conditions for issuance of Business License in Vietnam
To be granted a Business License, foreign businesses need to meet certain regulated conditions. Pursuant to Article 9 of Decree 09/2018/ND-CP, specific conditions are prescribed to suit each case as follows:
In the case of foreign investors belonging to countries or territories participating in international treaties to which Vietnam is a member and committing to open the market for goods purchase and sale activities and activities directly related to sales of goods:
Meets market access conditions in international treaties to which Vietnam is a member;
Have a financial plan to carry out the activities requested for a Business License;
No overdue tax debt in case established in Vietnam for 1 year or more.
In the case of foreign investors not belonging to countries or territories participating in international treaties to which Vietnam is a member
Conditions specified in Points b and c, Clause 1, Article 9 of Decree 09/2018/ND-CP;
Satissfying specialized legal regulations; Consistent with the level of competition of domestic enterprises in the same field of operation; Ability to create jobs for domestic workers; Ability and level of contribution to the state budget.
For business services that have not been committed to market access in international treaties to which Vietnam is a member:
Conditions specified in Clause 2, Article 9 of Decree 09/2018/ND-CP.
In the case of trading goods that have not been committed to market access in international treaties to which Vietnam is a member: Oil, lubricants; rice; road; recorded items; books, newspapers, and magazines
Conditions specified in Clause 2 of this Article 9 Decree 09/2018/ND-CP;
For goods that are oil and lubricants: Consider licensing to exercise import rights and wholesale distribution rights for foreign-invested economic organizations that carry out one of the following activities oil production or lubricating grease in Vietnam; Manufacturing or being permitted to distribute in Vietnam machinery, equipment, and goods that use specific oils and lubricants.
For goods that are rice; road; recorded items; books, newspapers, and magazines: Consider licensing retail distribution rights for foreign-invested economic organizations that already have retail establishments in the form of supermarkets, mini supermarkets, and convenience stores to retail at those establishments.
Application dossier for issuance of Business License to foreign enterprises
Application dossier for a Business License is all the documents that need to be prepared to be granted a Business License. According to Article 12 of Decree 09/2018/ND-CP, application documents for a Business License for foreign enterprises include:
No
Type of document
Form
1
Application for Business License
Form No. 01 in the Appendix issued with Decree 09/2018/ND-CP
The explanation contains:
Explanation of the conditions for granting the corresponding Business License according to the provisions of Article 9 of Decree 09/2018/ND-CP.
Business plan: Describes the content and methods of implementing business activities; presents business plans and market development; labor needs; Evaluates the socio-economic impact and efficiency of the business plan.
Financial plan: Report on business performance results based on audited financial statements of the most recent year in the case established in Vietnam for 01 year or more; explanation of capital, capital sources, and capital mobilization plans; Attached are financial documents;
Business situation of buying and selling goods and activities directly related to buying and selling goods; The financial situation of the foreign-invested economic organization as of the time of application for a Business License, in the case of granting a Business License specified in Clause 6, Article 5 of Decree 09/2018/ND-CP.
3
Tax authority documents proving no overdue tax debt
4
Copy: Enterprise registration certificate; Investment registration certificate for projects selling and buying goods and activities directly related to buying and selling goods (if any).
5
Power of Attorney for Viet An Law Firm to carry out the procedure
According to the form drafted by Viet An Luat.
Note on the number of records:
In case of granting a Business License to carry out activities specified in Point a, Clause 1, Article 5 of Decree 09/2018/ND-CP: 01 set;
In case of granting a Business License to carry out activities specified in Points b, d, dd, e, g, h, and i, Clause 1, Article 5 of Decree 09/2018/ND-CP: 02 sets;
In case of granting a Business License to carry out activities specified in Point c, Clause 1, Article 5 of Decree 09/2018/ND-CP: 03 sets.
Procedures for granting a Business License in Vietnam
Pursuant to Article 13 of Decree 09/2018/ND-CP, procedures for granting Business Licenses to foreign enterprises include the following specific steps:
Step 1: Apply to the licensing agency;
Step 2: Process documents and issue Business License:
Within 03 working days from the date of receiving the dossier, the Licensing Agency shall check and request amendments and supplements if the dossier is not complete and valid.
Within 10 working days from the date of receipt of complete and valid documents, the Licensing Agency checks the satisfaction of the corresponding conditions specified in Article 9 of Decree 09/2018/ND-CP:
In case the conditions are not met, the Licensing Agency will respond in writing and clearly state the reason;
In case the conditions are met: The Licensing Agency shall issue a Business License to carry out the activities specified in Point a, Clause 1, Article 5 of Decree 09/2018/ND-CP; In case of refusal to grant a permit, there must be a written response clearly stating the reason; The Licensing agency sends the dossier together with a document to seek opinions from the Ministry of Industry and Trade and industry management ministries according to the provisions of Point a or b, Clause 3, Article 8 of this Decree (Form No. 09 in the Appendix issued with this Decree).
Within 15 days from the date of receipt of the dossier, the Ministry of Industry and Trade and the industry management ministry, based on the corresponding content specified in Article 10 of this Decree, will issue written approval to issue a Business License. In case of refusal, there must be a written response clearly stating the reason.
Within 03 working days from the date of receiving the written approval from the Ministry of Industry and Trade and the industry management ministry, the Licensing Agency shall issue the Business License. In case the Ministry of Industry and Trade or the industry management ministry issues a written refusal, the Licensing Agency will respond in writing and clearly state the reason.
Business license application service of Viet An Law Firm
Consulting on conditions and application documents for Business Licenses for foreign company;
Drafting dossiers for granting business licenses to foreign company;
Representing clients to carry out procedures for applying for licenses with competent authorities;
Regularly consulting for businesses when doing business in Vietnam.
Clients who need advice on granting business licenses to foreign company in Vietnam, please contact Viet An Law Firm for the best support.
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