Foreign investor establish logistics company in Vietnam

In the modern economy, logistics plays a very important role, greatly affecting other manufacturing and service industries. Therefore, logistics not only attracts domestic capital but also receives much attention from foreign investors. The following article summarizes the conditions and procedures for foreign investors to establish logistics companies in Vietnam.

According to WTO Protocol to accession, regarding logistics services, Vietnam has committed to opening the following sub-sectors:

• Container handling services, except services provided at airports (part of CPC 4711);
• Storage and warehouse services (CPC 742);
• Freight transport agency services (CPC 478);
• Customs Clearance Services;
• Other services (part of CPC 749, including the following activities: bill auditing; freight brokerage services; freight inspection, weighing and sampling services; freight receiving and acceptance services; transportation document preparation services).

Conditions that foreign investors need to meet to establish a company in Vietnam:

1. The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory;
2. The investor’s charter capital: Depending on the activity that foreign investors wish to operate, the charter capital of them will be different:

• Container handling services: Foreign investors are entitled to contribute not exceeding 50% of charter capital of the company.
• Storage and warehouse services: From January 11, 2014, foreign investors are allowed to establish joint ventures with Vietnam, with no restriction on foreign capital or 100% foreign-invested company.
• Clearance Services: From January 11, 2012, foreign investors are allowed to establish joint ventures with Vietnam, with no restriction on capital contribution from foreign party.
• Freight transport agency services: From January 11, 2014, foreign investors are allowed to establish joint ventures with Vietnam, with no restriction on foreign capital or 100% foreign-invested company.
• Other: From January 11, 2014, foreign investors are allowed to establish joint ventures with Vietnam, with no restriction on capital contribution from foreign party.

Procedures for foreign investors to establish logistics company in Vietnam:

Step 1: Registration for decisions on investment policies or application for Certificate of  investment registration.

Under the Law on Investment 2014, foreign investors wishing to establish a company in Vietnam must carry out procedures for decisions on investment policies from the National Assembly, the Prime Minister or the People’s Committee of province, depending on the scale and other characteristics of the project. Other projects which are not compulsory to have the decisions on investment policies, foreign investors shall apply for the Certificate of Investment Registration.

A project dossie registration for decision on investment policies from the People’s Committees of provinces consists of:

• A written request for permission for execution of the investment project;
• A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).
• An investment proposal;
• Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s 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 investor has the right to use the premises to execute the project shall be submitted;
• Explanation for application of technologies to the project (required in some type of company regulated by Law on Investment 2014);
• The business cooperation contract (if the project is executed under a business cooperation contract).

If the project is subject to issuance of a decision on investment policies from the Prime Minister or the National Assembly, there will be more documents required, depending on the features of the project.

If the project is subject to issuance of a decision on investment policies, the registry office shall issue the Certificate of investment registration to the investor within 05 working days from the receipt of the decision on investment policies.

If the project it not subject to issuance of a decision on investment policies, the foreign investor shall follow the procedures below:

• The investor shall submit the documents mentioned above to the Department of Planning and Investment where company’s headquarter is located;
• Within 15 days from the receipt of sufficient documents, the the Department of Planning and Investment shall issue the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.

Notices: Foreign investors establishing a company in industrial parks, export-processing zones, hi-tech zones, and economic zones, the investment registration procedures will be done at the Management boards of that industrial parks, export-processing zones, hi-tech zones, economic zone.

For projects that are not required decisions on investment policies, foreign investors will just apply for investment registration certificates at the Department of Planning and Investment of provinces.

Step 2: Establishing an enterprise

Application for establishing an enterprise includes:

• An application form for business registration;
• The company’s charter;
• A list of founding shareholders/members (not for single-member liability company);
• Copies of:
  • The ID card or other ID papers of founding shareholders and foreign investors being individuals;
  • Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization;
  • The ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.
  • If shareholders are foreign organizations, the copy of the Certificate of Business registration or an equivalent document must be consularly legalized.
• The Certificate of Investment registration of the foreign investors.

Foreign investors prepare the application file and submit it to the Business Registration Office of the province/city where the company is located. After 3 to 5 working days, the Business Registration Office will issue the Certificate of business registration to the investor.

Notice: The documents of the foreign investor must be Consular Legalized, translated into Vietnamese and notarized before submitted.

For more information about the conditions and procedures for establishing a logistics services company for foreign investors, please contact Viet An Law Firm for more information.

Viet An Law Firm is a reputable and professional unit providing consultancy services and supporting procedures related to the fields of: foreign investment; establishment of enterprises; apply for sub-license of conditional business lines; protection of intellectual property; work permit…