Conditions for establishing a fisheries company in Vietnam

As a country with many advantages and potentials for development in the seafood sector, there are many investors both domestic and foreign who want to establish business in this field. Understanding this, Viet An Law would like to provide you with some information about the conditions for establishing a fisheries company in Vietnam through the content of the article below.

Legal basis

• EVFTA, CPTPP, ACIA Commitments
• Enterprise Law 2020;
• Investment Law 2020;
• Fisheries Law 2017;
• Decree 26/2019/ND-CP details a number of articles and measures to implement the Law on Fisheries;
• Decree 11/2021/ND-CP stipulates the allocation of certain marine areas to organizations and individuals to exploit and use marine resources;
• Decree 66/2016/ND-CP stipulating conditions for business investment in plant protection and inspection; plant varieties; feeding common forest animals; breed; fisheries; food, amended from time to time.

What is fisheries?

According to Clause 18, Article 3 of the 2017 Law on Fisheries, fisheries is catching or fishing logistics for catching aquatic resources.

Can foreign investors provide fisheries services in Vietnam?

Regulations in EVFTA

• Annex 8-B: no commitments for the fisheries and aquaculture sector;
• Annex 8-C stipulates that Vietnam may enact or maintain any measures related to the operation of an enterprise provided that such measures are not contrary to the commitments mentioned in Annex 8-B (Vietnam’s Schedule of Specific Commitments) to the industry, subdivision of fisheries and aquaculture.

Provisions of CPTPP

Appendix NCM II-VN-29: Fisheries

Vietnam reserves the right to adopt and maintain any measures related to fisheries activities in waters under its sovereignty and jurisdiction as stipulated in the 1982 United Nations Convention of the Sea.

Vietnam does not grant investment licenses to foreign investors in the following areas:

• Marine and freshwater fisheries;
• Extraction of natural corals and pearls.

NCM Annex II – Sub-Annex A

• Vietnam is not limited to specialized consulting services related to freshwater and saltwater fish, breeding services
• Accordingly, foreign investors can invest in aquaculture at sea, not fisheries.

Based on some of the above agreements, it can be seen that at the time of signing, Vietnam had not committed to opening up to the fisheries service industry. However, this does not mean that foreign investors cannot set up fisheries enterprises in Vietnam, but only that it will allow Vietnam to freely set the conditions that foreign investors will have to meet if they want to do this service in the Vietnamese market.

Procedures for establishing a fisheries company in Vietnam

Both domestic and foreign investors, if they want to establish a fisheries company, need to have a Business Registration Certificate. However, compared to domestic investors, foreign investors will need an additional Certificate which is an Investment Registration Certificate.

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

Procedures for issuance of investment registration certificates for investment projects not subject to decisions on investment policies shall be carried out by investors as follows:

Online declaration of information about investment projects 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.

Submit dossiers directly for issuance of investment registration certificates

Investors shall submit dossiers for issuance of investment certificates at investment registration agencies within their competence as follows:

• Department of Planning and Investment of the province where the company is headquartered:
• Investment projects outside industrial parks, export processing zones, hi-tech parks, economic zones;
• Investment projects on infrastructure development of industrial parks, export processing zones, hi-tech parks and investment projects in industrial parks, export processing zones and hi-tech parks in localities where management boards of industrial parks, export processing zones and hi-tech parks have not been established.
• Investment projects implemented in many provinces and centrally-run cities;
• Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, high-tech parks and economic zones.
• Management boards of industrial parks, export processing zones, high-tech parks and provincial economic zones where the company is headquartered
• Investment projects on infrastructure development of industrial parks, export processing zones and hi-tech parks;
• Investment projects shall be implemented in industrial parks, export processing zones, hi-tech parks, economic zones.

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.

Step 4: Prepare business registration documents (procedures for both domestic and foreign investors)

The dossier includes:

• Application for business registration;
• The company’s charter;
• List of members or shareholders of the company (if it is a limited liability company with two or more members or a joint-stock company);
• A valid copy of one of the following attestation documents:
• Valid ID card or valid passport for individuals;
• Business registration certificate/Business registration certificate for organizations (except for cases where the organization is a Ministry / People’s Committee of the province or city) and enclosed with personal identification papers and authorized decisions of the authorized representative of the organization;

About the business lines, customers can refer to some of the following business lines:

Step 5: Engrave the company seal

Enterprises decide on their own seal samples and manage their seals.

Procedures to be followed after being granted an enterprise registration certificate.

• Hang a sign at the company headquarters.
• Open a bank account of the enterprise, notify the bank account to the Department of Planning and Investment where the enterprise carries out business registration procedures.
• Registration of electronic digital signatures.
• Issue invoices.
• Declare and pay license tax
• Make full capital contribution on time within 90 days from the date of issuance of business registration.

Note the conditions for establishing a fisheries company

• Captains and captains with a diploma or certificate of captain or captain of a fourth-class fisheries vessel for fisheries vessels of 400 CV or more; fifth class for fisheries vessels from 90 CV to less than 400 CV; small class for fisheries vessels from 20 CV to less than 90 CV.
• There are fisheries vessels certified by the fisheries vessel registration agency to meet technical safety conditions for fisheries vessels with a designed waterway length of 15 m or more without machinery or with machines with a total main machine capacity of 20 CV or more.

Above is basic information about the conditions for establishing a fisheries company. If you want to establish a company, please contact Viet An Law for the best service.