Conditions for establishing a foreign-invested travel company in Vietnam

Legal grounds:

• Law on tourism 2017;
• Law on investment 2020;
• Law on enterprises 2020;
• Decree No.168/2017/ND-CP;
• Decree No.01/2021/ND-CP;
• Decree No. 94/2021/NĐ-CP;
• Schedule of commitments on services of Vietnam in WTO.

Scope of travel services

Foreign-invested providers shall only provide international tours for inbound tourists unless otherwise prescribed by the treaties to which the Socialist Republic of Vietnam is a signatory.

Investment form

When setting up a foreign-invested company in Vietnam, there are usually two methods:  Investment in the form of capital contribution or purchase of shares or stakes and investment in the establishment of a business organization. However, to establish a foreign-invested tourism company in Vietnam, an enterprise may only put the company into operation by allowing foreign investors to contribute capital or purchase shares or stakes in the enterprise in Vietnam.

Capital and capital contribution ratio of foreign investors

According to the Schedule of commitments on services of Vietnam in WTO, foreign investors are allowed to provide travel agencies and tour operator services (CPC 7471) through a joint venture with a Vietnamese partner there is no restriction on the capital contribution of the foreign side, provided that the capital contribution is less than 100%. In addition, for tour organization activities, foreign investors are required to enter into a joint venture with a domestic travel company that has been granted an international travel business license.

Conditions on investors:

Foreign investor: Individuals shall have full legal capacity. If it is an organization, it must have a business registration certificate with consular certification. Investor’s nationalities are countries in WTO

Vietnamese partners: Vietnamese enterprises have a license to provide international travel services. The enterprise has paid a deposit to a bank with a deposit level of 50.000.000 VND (Fifty million Vietnam dongs). This margin is valid until December 31, 2023.  From January 1, 2024, the deposit level for international travel service business according to Article 14 of Decree 168/2017/ND-CP is 250.000.000 VND (Two hundred fifty million Vietnam dongs).

The person in charge of the provision of travel services and tour guides

The person in charge of the provision of travel services holds a college degree or higher in travel; In case he/she holds a college degree or higher in another major, a certificate of training in international tour operation is required.

Tour guides in foreign-invested travel companies in Vietnam must be Vietnamese citizens.

Order and procedures for establishing a foreign-invested travel company in Vietnam

Step 1: Establishing a travel company in Vietnam with 100% domestic capital

When you establish a travel company in Vietnam, the business line must have an industry code: Tour operators, details: Domestic travel business; International tourism business. (Industry code: 7912)

Documents include:

• Application form for enterprise registration.
• The company’s charter.
• List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company;
• A certified copy of your identity card or citizen identification card or passport (if you are an individual); establishment decision, business registration certificate or equivalent document, and citizen identification card or identity card or passport with written authorization for the capital manager in Vietnam (if an organization);
• Authorization letter for Viet An law firm.

The person responsible for the application for enterprise registration shall submit the application to the Business Registration Office of the province where it is headquartered.

Step 2: Apply for an international travel business license

An application for the license for the provision of international tours includes:

• An application form for issuance of the license for the provision of international tours according to the specimen prescribed by the Minister of Culture, Sports and Tourism;
• A certified true copy of the business registration certificate or investment registration certificate issued by a competent authority;
• A certificate of deposit payment;
• A certified true copy of qualifications of the person in charge of the provision of travel services prescribed in Point c, Clause 2, Article 31 of this Law;
• A certified true copy of the decision on appointment or employment contract between the travel service provider and the person in the charge of the provision of travel services.

The enterprise applying for the license the for provision of international tours shall submit 01 application to the General Department of Tourism.

Step 3: A foreign investor shall follow procedures for registration of capital contribution or purchase of shares or stakes of Vietnam tourism companies

Documents for registration of capital contribution or purchase of shares or stakes of Vietnam tourism companies include:

• A registration form for capital contribution/purchase of shares/stakes
• Copies of legal documents of the individual or organization that contributes capital or purchases shares/stakes and of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;
• A principal agreement on capital contribution or purchase of shares/stakes between the foreign investors and the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors or between the foreign investors and the shareholders or members of such business organization;
• Authorization letter for Viet An Law Firm.

Enterprises submit an application for capital contribution/purchase of shares/stakes to the Investment Registration Office of the province where it is headquartered.

Customers wishing to establish a foreign-invested travel company, please contact Viet An Law Firm for detailed support!