Set up a company in Vietnam for the Good Exchange

The Good Exchange is an organization with legal status, operating in the form of a limited liability company or a joint stock company in accordance with the Law on Enterprises. Accordingly, the Good Exchange will provide and maintain a specific, organized trading place with the necessary technical facilities to trade, buy and sell standardized goods in accordance with the rules Good Exchange transactions.

Conditions for market access to set up a company in Vietnam for the Good Exchange

Provisions in the CPTPP for short

Appendix NCM II-VN-32: Good Exchange: Vietnam reserves the right to adopt and maintain any measure related to the establishment and management of a Good Exchange.

Regulations of Vietnamese law

• Decree No. 51/2018/ND-CP dated April 9, 2018 of the Government amending and supplementing a number of articles of the Government’s Decree No. 158/2006/ND-CP dated December 28, 2006 Details of the Commercial Law on the purchase and sale of goods through the Good Exchange.
• Decree No. 158/2006/ND-CP dated December 28, 2006 of the Government detailing the Commercial Law on the purchase and sale of goods through the Good Exchange.

Regulations on the ratio of foreign investors participating in goods purchase and sale activities through the Good Exchange in Vietnam

• Foreign investors have the right to participate in the purchase and sale of goods through the Good Exchange in Vietnam.
• Foreign investors have the right to contribute capital to establish a Good Exchange in Vietnam; purchase shares or contributed capital of the Good Exchange in Vietnam according to the following regulations:
• Foreign investors are allowed to contribute capital to establish a Good Exchange in Vietnam; buy shares, contributed capital of the Good Exchange in Vietnam with the rate not exceeding 49% of the charter capital.
• Foreign investors are allowed to participate in the purchase and sale of goods through the Good Exchange as a customer or as a member of the Good Exchange (brokerage member, business member) with charter capital ownership ratio is not limited.
• Procedures for capital contribution, share purchase and stake by foreign investors shall comply with the provisions of the Law on Enterprises, the Law on Investment and other relevant laws.

Conditions for establishing a Good Exchange in accordance with current Vietnamese law

The Goods Exchange shall be established if the following conditions are fully satisfied:

• Charter capital of one hundred and fifty (150) billion VND or more;
• Having an information technology system that meets the requirements of technological and technical solutions in goods trading activities through the Good Exchange, specifically:
  • The server system operates stably and has at least one backup server that is always ready in case the main system fails;
  • The server system ensures the backup of data of business applications, transaction data, and ensures the recovery of data information in case of problems;
  • Application software must comply with the requirements of intellectual property rights as prescribed by law;
  • The  technology system meets technical regulations on network information security, if any.
• Having a charter of operation in accordance with the law.

Dossier to Set up a company in Vietnam for the Good Exchange

• A written request for the establishment of a Good Exchange;
• 01 copy of enterprise registration certificate;
• A written request for the establishment of a Good Exchange;
• Copy of enterprise registration certificate;
• Economic and technical explanation with contents of objectives, operation headquarters, facilities, information technology system with supporting documents;
• Draft operating charter of the Good Exchange.
• Minutes of approving the draft Charter. Draft of the Operational Charter signed by the legal representative of the Good Exchange.

Authorities competent to issue licenses to set up the Good Exchange

The Ministry of Industry and Trade is the agency that receives the application and is responsible for verifying the conditions and application for the establishment of the Good Exchange.

Procedure for granting a license to set up a company in Vietnam for the Good Exchange

• Traders send 01 dossier to the Ministry of Industry and Trade in one of three ways: Directly or by post or via the Ministry of Industry and Trade’s electronic network.
• In case the dossier is not valid, within 07 working days from the date of receiving the trader’s dossier, the Ministry of Industry and Trade shall send a written request to the trader to amend and supplement.
• Within 45 days from the day on which the valid application is received, the Ministry of Industry and Trade is responsible for verifying and granting the License to establish the Goods Exchange in case the trader fully meets the conditions as prescribed. In case of refusal to grant a License, the Ministry of Industry and Trade must reply in writing and clearly state the reason for the refusal.

Customers wishing to establish a foreign-invested company in Vietnam, please contact Viet An Law for the fastest and most professional support!