Establish a company in Vietnam operating in the commercial sector

Domestic trade plays an essential role in the consumption of products, meeting the demand for goods, and making an important contribution to the development of the economy. According to the provisions of the Law on Investment 2020, Vietnam’s WTO commitments, and bilateral free trade agreements between Vietnam and countries in the region and the world, foreign investors can invest in public foreign-invested companies in the field of commercial business. Foreign organizations and individuals that are allowed to establish foreign-invested companies operating in the field of commerce in Vietnam include:

• Foreign individuals who are citizens of WTO member countries, or a country that has signed a Free Trade Agreement with Vietnam;
• Organizations and enterprises holding the nationality of WTO member countries, or a country that has signed a Free Trade Agreement with Vietnam.

Legal basis

• International treaties: WTO, AFAS, FTAs, VKFTA;
• Law on Investment 2020
• Law on Enterprises 2020;
• Law on Commercial 2005;
• Decree No. 35/2006/ND-CP dated March 31^st, 2006;
• Decree No. 08/2018/ND-CP dated January 15^th, 2018 amending Decree No. 35/2006/ND-CP;
• Decree No. 09/2018/ND-CP dated January 15^th, 2018.

Scope of commercial business

Commercial activities are activities for profit-making purposes, including purchase and sale of goods, provision of services, investment, commercial promotion and other activities for profit-making purposes.

According to the provisions of Decree No. 09/2018/ND-CP, foreign investors are allowed to invest in specific commercial activities as follows:

• Performing the right to export;
• Performing the right to import;
• Performing the right to distribute;
• Providing commercial inspection services;
• Providing logistics services;
• Leasing of goods, excluding financial leasing;
• Providing trade promotion services, excluding advertising services;
• Providing commercial intermediary services;
• Providing e-commerce services;
• Providing services of organizing tenders for goods and services.

Investment conditions in the commercial sector

For foreign investors being individuals:

• Copy of identity card, citizen ID card, or passport for individual investors (Notarized copy, consular legalization at Vietnamese diplomatic missions abroad);
• Confirmation of the investor’s bank account balance corresponding to the expected investment capital in Vietnam (If it is a foreign bank, it is necessary to provide a notarized copy, consular legalization at Vietnamese diplomatic missions abroad);
• A head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction license, Enterprise registration certificate with the real estate business function of the lessor or equivalent documents);
• The export, import, and distribution of goods must have HS codes and do not fall into the case of banning or restricting import, export, or distribution and conform to the roadmap according to Vietnam’s commitments upon joining the WTO;

For foreign investors being organizations (foreign companies):

• A copy of the Certificate of Establishment or another equivalent document confirming the legal status of the investor being an organization (Notarized copy, consular legalization at the Vietnamese diplomatic missions abroad);
• A copy of one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; commitment to financial support of financial organizations; guarantee on the financial capacity of the investor; Confirm the investor’s bank account balance corresponding to the expected investment capital in Vietnam (Notarized copy, consular legalization at Vietnamese diplomatic missions abroad);
• A notarized passport of the director – the legal representative of the company in Vietnam (If it is a foreigner, they need a notarized copy, consular legalization at Vietnamese diplomatic missions abroad);
• Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction license, Enterprise registration certificate with the real estate business function of the lessor or equivalent documents).
• If the project uses technology, it is necessary to attach an explanation of the use of technology for the specified project, including the following contents: technology’s name, technology’s origin, technological process diagram; main technical parameters, use status of machines, equipment and main technological lines;
• The export, import, and distribution of goods must have HS codes and do not fall into the case of banning or restricting import and export, distribution and conforming to the roadmap according to Vietnam’s commitments upon joining the WTO.

The process to establish a company in Vietnam operating in the commercial sector

In order to establish and put into commercial operation a foreign-invested company, investors need to carry out the following procedures:

• Establishment of a foreign-invested company
• Apply for granting a business license, a license to set up a retail establishment

Procedures to establish a company in Vietnam operating in the commercial sector

Procedures for establishing a company operating in the commercial sector, investors can refer to the following articles of Viet An Law: https://vietanlaw.com/establish-foreign-invested-enterprise-in-export-import-and-distribution-of-goods/

Procedures for applying for a business license, a license to set up a retail establishment

Conditions and procedures for applying for a business license, a license to set up a retail establishment, investors can apply similar to the procedures in this article: https://vietanlaw.com/set-up-a-retail-establishment-license-for-a-foreign-invested-company-in-vietnam/

Service of establishing a foreign-invested company with of Viet An law firm

• Consulting on the conditions for establishing a foreign-invested company: capital contribution ratio of foreign investors in Vietnam; conditions for business lines; the project implementation location; pay attention to the procedures before and after the establishment of a foreign-invested company;
• Consulting on choosing the type of company suitable for investors: Limited Liability Company or Joint Stock Company;
• Consulting on opening a capital transfer account, the capital contribution timeline;
• Consulting and guiding investors to prepare necessary documents to establish a foreign-invested company;
• Consulting, and drafting the dossier to establish a company for investors;
• Representing investors to work with competent Vietnamese state agencies in the process of carrying out the procedures for establishing a company for investors (Apply for granting the Investment Registration Certificate, Enterprise Registration Certificate, Business License, Licenses according to specialized requirements, making seals of legal entity, procedures after the company establishment,…;
• Comprehensive, regular consulting, accounting services, the tax law package of activities arising in the process of performing business in Vietnam for investors.