Establishing Logistics company in Vietnam

Vietnam has been a foreigner investors’ destination, judged by the World Bank, because the predicted development growth will be 12% per year from now to 2020 time and the export-import turnover will reach 623 billion dollars in 2020. the need of improving Logistics is accompanied by this extraordinary growth, with the effort of qualifying economic development and maximize manufacturing enterprises’ benefits. As a consequence, the demand of establishing Logistics company in Vietnam has been spiking recently, this is deemed to both domestic and foreigner investors. To offer crucial information regarding protocol of initiating a business organization operating Logistics, Viet An Law Firm would like to provide clients conditions as well as procedure so that investors can legally doing business in Vietnam.

Legal foundation:

• Accession between Vietnam and WTO;
• Law on Investment 2014;
• Law on Enterprise 2014;
• Decree No. 78/2015/ND-CP;
• Decree No. 118/2015/ND-CP;
• Decree No.163/2017/ND-CP.

1. Domestic-invested company

It is considered to be reasonable that establishing Logistics domestic-invested company shall be much more simple than establishing foreign-invested company. If domestic investors institute a company with 100% domestic capital, aside executing establishing procedure pursuant to Law on Enterprise 2014 and Decree No.78/2015/ND-CP, investors are requested to be granted Business License for some of Logistics service at the state-authorized agencies, depending on services offered such as: Civil Aviation Authority of Vietnam, Vietnam Maritime Administration, …

Those establishing steps consists of:

Step 1: Submitting dossier of establishing enterprise, following Department of Plan and Investment’s forms;

The dossier comprises:

• Application form for enterprise registration;
• Article of Association;
• List of members or shareholders (if company is multi-member company limited of joint stock company);
• Legitimate copies one of:
  • Individual: ID paper or valid passport;
  • Organization: The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization.
• Decision on capital contribution if member is organization
• Letter of authorization for Viet An.

Step 2: Notifying establishment information (the content of Certificate of Business organization and information of business lines.)

After issued Certificate of Business organization, company has to publically announce in National Business Registration Portal.

Step 3: Creating company seal and notifying company’s seal

Within 01 day, from Certificate of Business organization is granted to company. Viet An shall create new company’s seal and notify seal sample to Business Registration Department.

After being established, company needs to apply for Business License for some Logistics conditional business lines. Consequently, it depends on which Logistics line that company has decided, company is required to satisfy specific conditions of that line, which is publicly announced in National Business organization, in conditional business lines.

2. Foreign-invested company

Step 1: Investors enumerate project’s information on National Investment Information Portal. Within 15 days from the date enumerating online, investors submit dossier to Investment registration agency.

The investment application dossier consists of:

• A written request for permission for execution of the investment project;

• A copy of the ID card or passport (if the investors is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investors (if the investors is an organization).
• An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
• Copies of any of the following documents: financial statements of the last two years of the investors; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investors’ financial capacity; description of investors’ financial capacity;
• Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investors have the right to use the premises to execute the project shall be submitted;
• Explanation for application of technologies to the project required;
• The business cooperation contract if the project is executed under a business cooperation contract.

Step 2: After receiving the dossier, Investment registration agency shall provide investors with an account accessed to National Foreign Investment Information Portal so as to supervise the proceeding progress.

Step 3: Investment registration agency shall use National Foreign Investment Information Portal to receive, proceed, respond dossier’s result, update the proceeding progress and issue the project’s code.

Within 35 days from the date investment registration agency receives the dossier, investors shall be granted Certificate of Investment registration and afterwards investors commence to establish business organization, following the above steps.

It is resemble with 100% domestic-invested company that foreign-invested company needs to apply for Business License for some lines belonging to Logistics service. There is, nonetheless, dissimilarity of requirements between domestic-invested companies and foreign-invested companies in some certain lines, which are regulated in specific legal documents.

Notice: As for Logistics service for which Vietnam has committed to open its market as specified in international treaties to which Vietnam is a signatory, foreign-invested company shall not be required Business License such as maritime transport service, container handling service – maritime auxiliary services,…