E-commerce is a business field chosen by many investors in the information technology development period. However, many foreign investors wonder what the legal procedures for establishing a company to provide e-commerce services include, and the establishment conditions are different from domestic investors? In order to answer the above questions, Viet An Law Firm would like to consult briefly about the procedures for establishing a foreign-invested e-commerce service company in Vietnam.
Legal grounds:
- Law on Investment 2014;
- Enterprise Law 2014;
- Decree No. 09/2018 / ND-CP guidelines for the law on commerce and the law on foreign trade management regarding sale of goods and other activities directly related to sale of goods of foreign investors and foreign-invested business entities in Viet Nam.
- Decree No. 52/2013 / ND-CP on e-commerce.
Conditions for establishing an e-commerce company:
Foreign investors may establish e-commerce service provision companies and grant business licenses when they meet the following conditions:
- For foreign investors within the country, the territory participating in an international agreement to which Vietnam is a member has committed to open the market for goods trading and activities directly related to trading goods:
- Meet market access conditions in international treaties to which Vietnam is a signatory;
- Having a financial plan to carry out the operation applying for Business License;
- There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.
- For foreign investors who are not foreign countries or territories participating in treaties to which Vietnam is a signatory; For business services not yet committed to opening markets in international treaties to which Vietnam is a contracting party:
- Having a financial plan to carry out the operation applying for Business License;
- There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.
- Meet the following criteria:
- In accordance with the provisions of specialized laws;
- Consistent with the level of competition of domestic enterprises in the same field of activity;
- Ability to create jobs for domestic workers;
- Capability and level of contribution to the state budget.
- In the case of goods that have not been committed to opening markets in international treaties to which Vietnam is a member:
- Having a financial plan to carry out the operation applying for Business License;
- There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.
- Meet the following criteria:
- In accordance with the provisions of specialized laws;
- Consistent with the level of competition of domestic enterprises in the same field of activity;
- Ability to create jobs for domestic workers;
- Capability and level of contribution to the state budget
- For goods being oil and lubricating grease: Considering licensing of the right to import, wholesale distribution right to foreign-invested economic organizations to perform one of the following activities: Oil production , lubricating greases in Vietnam; Production is allowed to distribute in Vietnam machinery, equipment and goods using specific types of lubricants and greases.
- For goods being rice; sugar; recorded items; Books, newspapers and magazines: Consider granting licenses to exercise retail distribution rights to foreign-invested economic organizations that already have retail establishments in the form of supermarkets, mini supermarkets and convenience stores for retail at those facilities.
Process of establishing an e-commerce service provider:
Step 1: Registration of investment
The investor applies for an Investment Certificate at the Investment Registration agency. An application for an Investment Certificate to perform import right includes the following documents:
- Written request for implementation of investment project (according to set form);
- Copies of identity card or ID card or passport for individual investors; Copies of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
- Proposal of investment project;
- Explanatory statement on satisfaction of conditions for carrying out of goods trading and directly related activities;
- Documents proving financial capacity;
- Authorization letter for Viet An Law Firm to carry out investment registration procedure.
Within 15 days after receiving a complete dossier, the investment registration agency shall grant an investment registration certificate; In case of refusal, they must notify in writing to investors and clearly state the reasons.
Step 2: Register the business
The investor submits the enterprise registration dossier at the one-stop service of the Department of Planning and Investment where the enterprise is headquartered. The application includes the following documents:
- Application form for enterprise registration;
- Charter of the company;
- 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);
- Copies of papers:
- For investors being individuals: Copies of citizen identity cards, identity cards, passport or other personal identification papers of founding members or founding shareholders;
- For institutional investors: A copy of the decision to set up the company, a business registration certificate or other equivalent document of the organization; Valid copy of identity card or passport of the organization’s legal representative;
- Power of Attorney for Viet An Law Firm to register the business.
Within 3-5 working days, if the dossier is valid and complete, the Department of Planning and Investment will issue an enterprise registration certificate.
After receiving the enterprise registration certificate, within 30 days after being publicized, an enterprise must publicly announce its business registration information on the National Business Registration Portal.
Step 3: Carve seal and seal specimen notice
The company engraved and announced the use of seal samples on the National Business Registration Portal.
The company may authorize Viet An Law Firm to carry out this procedure.
Step 4: Apply for a business license
Under the provisions of Decree No. 09/2018 / ND-CP, foreign-invested companies wishing to set up e-commerce service provision companies must have a business license. Accordingly, the investor submits the dossier to the licensing agency. Records include:
- An application for a business license (made according to form No. 01);
- Explanatory statement;
- Documents of tax authorities proving that the tax debts are no longer overdue;
- Copy: Certificate of Business Registration; Certificate of investment registration of projects on goods trading and activities directly related to goods trading (if any);
- Power of attorney for Viet An Law Firm to carry out the procedure.
Within 15-20 working days after receiving a complete and valid dossier, the licensing agency shall consider and grant the business license to the requesting company.
Note: Goods are not allowed to be traded on e-commerce website.
- Hunting rifles and shotguns, sporting weapons, support tools;
- Cigarettes, cigars and other finished tobacco products;
- Wine of all kinds;
- Rare and precious plants and wildlife, including living things and processed parts thereof;
- Other goods subject to restricted business as prescribed by law.
In addition, when establishing a website providing e-commerce services, the procedures for website registration must be carried out according to the provisions of law.
Viet An Law Firm provides legal services related to foreign investment. Customers with requirements or questions, please contact the company directly for advice and timely support.
