Setting up a marketing business in Vietnam

Marketing is one of the ways that helps businesses bring their brand closer to customers, supports them in building their brand, and diversifies their products and services in the market. Due to its importance, marketing businesses have inevitably been established as a market trend. Thus, what are the requirements for setting up a marketing business? In the following article, Viet An Law Firm will provide our clients with the necessary information regarding the conditions for setting up a marketing business in Vietnam.

Marketing businesses in Vietnam

A marketing business is a type of business that operates in the field of product promotion and brand development. With the aim of understanding and satisfying customer needs, a marketing business serves as a bridge between businesses and their target customers.

In the era of information technology development, consumer habits of searching for information and making purchasing decisions have changed significantly. Therefore, marketing activities play a crucial role in the growth of businesses.

The business sectors that a marketing business must register include:

• Advertising
• Business services for the distribution and dissemination of films
• Market research services
• Management consulting services

The establishment of a marketing business in Vietnam is carried out in accordance with the following regulations:

• Vietnam’s commitments upon joining the WTO;
• Enterprise Law 2020;
• Investment Law 2020;
• Decree 31/2021/ND-CP detailing and guiding the implementation of some articles of the Investment Law.

Setting up a marketing business in Vietnam

Market access conditions for foreign investors

For advertising services (excluding tobacco advertising):

• Foreign investors are permitted to invest in Vietnam by establishing joint ventures or entering into business cooperation contracts (BCC) with Vietnamese partners who are already authorized to provide advertising services.
• Currently, Vietnam no longer restricts the foreign capital contribution ratio in joint ventures.
• Additionally, the advertising of alcoholic products must comply with state regulations, applied on a non-discriminatory basis.

For services related to film production, distribution, and screening::

• Vietnam has committed to opening the market only to investments in the form of business cooperation contracts (BCC) or joint ventures with Vietnamese partners who are authorized to provide these services in Vietnam.
• The foreign capital contribution in the joint venture must not exceed 51% of the legal capital.

Conditions for establishment according to Vietnamese law

Choosing the Appropriate Business Type

Select from the four common types of businesses in Vietnam as stipulated by the Enterprise Law 2020, including:

• Single-member limited liability company (LLC) and multi-member limited liability company (LLC);
• Joint-stock company;
• Partnership;
• Private enterprise.

Choosing the business name and headquarters location

The business name must not duplicate or be confused with the names of other registered foreign businesses in the national business registration database, except for those that have been dissolved or declared bankrupt by the court as stipulated in Article 41 of the Enterprise Law 2020. To check if your desired business name is already in use, please visit the following link or contact with Viet An law: https://dangkykinhdoanh.gov.vn/vn/Pages/Trangchu.aspx

Headquarters location: The business can use the private house of an individual or a friend as its headquarters. However, it is not allowed to use apartments or collective housing areas designated for residential purposes as the business’s headquarters. The address of the headquarters must be fully and clearly stated at four administrative levels.

Legal capital

Vietnamese law, in general, and the Enterprise Law, in particular, do not specify the charter capital required to establish a marketing business. Businesses should determine an appropriate level of charter capital based on their scale and business projects.

Choosing business sectors according to Legal regulations:

When establishing a marketing business, the following business sectors should be selected:

Procedures for setting up a marketing business

Step 1: Apply for an investment registration certificate

This step is only applicable if the company is established with foreign investor capital. The enterprise should follow the procedures at the Ministry of Planning and Investment according to the Investment Law 2020.

The documents required for obtaining an Investment Registration Certificate include:

• A copy of the citizen identification card or passport for individual investors; a copy of the Certificate of Establishment or equivalent document confirming the legal status of organizational investors;
• A written request to implement the investment project to apply for an Investment Registration Certificate;
• The investment project proposal, including details such as the investor executing the project, investment objectives, investment scale, investment capital and funding plan, location, duration, investment schedule, labor requirements, proposed investment incentives, assessment of the project’s socio-economic impact, and economic efficiency;
• A copy of one of the following documents: the investor’s financial statements for the last two years; financial support commitment from the parent company; financial support commitment from a financial institution; guarantee of the investor’s financial capacity; or documents explaining the investor’s financial capacity.

The procedures for issuing or adjusting the Investment Registration Certificate are stipulated in Article 36 of Decree 31/2021/ND-CP as follows:

• Step 1: The investor submits one set of application documents for the Investment Registration Certificate, including the contents specified in Clause 1, Article 33 of the Investment Law, to the investment registration authority. If the investment project is implemented in two or more provincial-level administrative units, the investor submits the application to the Department of Planning and Investment of one of the provinces or cities under central authority where the project is implemented, where the investor will establish or intends to establish the operating office, to apply for the Investment Registration Certificate for the project;
• Step 2: For investment projects that have already been implemented, the investor submits the application as prescribed in Clause 1, Article 36 of Decree 31/2021/ND-CP, replacing the investment project proposal with a report on the implementation status of the investment project from the start to the time of application for the Investment Registration Certificate;
• Step 3: The investment registration authority issues the Investment Registration Certificate to the investor within 15 days from the receipt of a complete and valid application, provided that the project meets the conditions in Section 2.1.

Step 2: Apply for an Enterprise Registration Certificate

The required documents include:

• An application for enterprise registration;
• A draft of the company’s charter;
• A list of members/shareholders (in the case of a limited liability company with two or more members or a joint-stock company);
• Legal documents of the members and the legal representative;
• Valid personal identification documents of the members or the representative (if any);
• A document confirming the legal capital;
• A certified copy of the practicing certificate.

After preparing the full set of documents, you can submit the application in two ways:

• Submit the enterprise registration application at the Business Registration Office – Department of Planning and Investment at the provincial level:
  • If the application is valid, you will receive a receipt and wait for the result. On the date indicated on the receipt, go to the Business Registration Office of the provincial Department of Planning and Investment to receive the result;
  • If the application is not valid, proceed to supplement and amend the documents as required, resubmit the application, and wait for the result.
• Submit the enterprise registration application online through the National Business Registration Portal: After preparing the full set of documents, scan all the documents, create a business registration account on the National Business Registration Portal, or use a digital signature to submit the application online. Enter the data into the enterprise registration form and upload the scanned documents to submit.

Step 3: Engraving a legal entity seal

After receiving the Enterprise Registration Certificate, go to an authorized seal engraving service to create the company’s legal entity seal. The enterprise will engrave the company seal and manage its use according to internal regulations.

Step 4: Other procedures after establishment

After establishing the enterprise, the following procedures must be carried out:

• Register for online tax declaration;
• Submit the tax registration form and pay the license tax;
• Obtain business licenses for conditional business sectors;
• Open a corporate bank account and register for invoice issuance.

Services for setting up a business of Viet An Law Firm

• Consulting on conditions, documents, and procedures for setting up a marketing business;
• Drafting the documents required for establishing a marketing business;
• Representing clients to apply for establishing a marketing business;
• Advising on procedures after the establishment of a marketing business;
• Providing services for social insurance declaration, payment, and personal income tax finalization for marketing businesses;
• Registering foreign exchange transactions when the enterprise opens a branch abroad;
• Supporting legal and internal procedures for the operation of the company and its branches.

The above information outlines the conditions for setting up a marketing business in Vietnam. If you have any questions or need further clarification, please contact Viet An Law Firm for the best support. Sincerely!