Set up a company in Vietnam with foreign investment in aquaculture

Vietnam has great potential for aquaculture development. The coastline is more than 3,260 km long with 112 estuaries and creeks with rich potential for brackish and salt water aquaculture. The system of rivers and canals of our country is very diverse and interlaced with up to 15 rivers with a basin area of ​​300 km2 or more. In addition, there are thousands of large and small islands scattered along the sea which are areas where aquaculture can be developed all year round. In the sea, there are 4,000 large and small islands, of which there are large and populated islands such as Van Don, Cat Ba, Phu Quy, Con Dao and Phu Quoc, with many bays, pools, crevices, and ocean currents. Therefore, aquaculture from being a sub-productive occupation with self-sufficient nature has become a concentrated commodity production industry with advanced technical level, developed in all aquatic resources. Not only domestic investors do business in this field, but also foreign investors have paid attention and invested to set up foreign-invested companies in aquaculture. Viet An Law summarizes specific contents for foreign investors to consider when investing in aquaculture as follows:

Conditions to set up a company in Vietnam with foreign investment in aquaculture

Regulations in EVFTA

• Appendix 8-B: unbound for fishing and aquaculture;
• Annex 8-C (Vietnam’s exception to national treatment)

Vietnam may adopt or maintain any measure relating to the operation of an enterprise within the meaning of points 1€ and 1(m) of Article 8.2 (Definitions) that is inconsistent with paragraph 2 of Article 2. 8.5 (National Treatment), provided that the measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam’s Schedule of Specific Commitments) for fisheries and aquaculture sub-sectors and sub-sectors.

Regulations in CPTPP

Appendix NCM II-VN-29: Seafood

Vietnam reserves the right to adopt and maintain any measure relating to fishery activities in waters under Vietnam’s sovereignty and jurisdiction as provided for in the 1982 United Nations Maritime Convention.

Investment licenses are not granted to foreign investors in the following areas:

• Marine and freshwater fishing;
• Exploiting natural corals and pearls.

Appendix NCM II – Sub-Appendix A

• Services related to fishing (including specialized consulting services related to freshwater and saltwater fish only, breeding services) (CPC 882): non restricted.
• Accordingly, foreign investors can invest in marine aquaculture.

Regulations of Vietnamese law

Company in Vietnam with foreign investment in aquaculture must be licensed by the Ministry of Agriculture and Rural Development for aquaculture at sea to foreign investors and foreign-invested economic organizations as prescribed in Article 38 of Decree No. 26/2019/ ND-CP (as amended and supplemented by Decree No. 12/2020/ND-CP).

Procedures for setting up a company in Vietnam with foreign investment in aquaculture

Step 01: Apply for an Investment Registration Certificate for a foreign-invested company

If the projects do not use land (without direct land lease from the state) that do not use technologies on the list of restricted transfers), the procedures for approval of investment policies are not required. Foreign investors carry out the procedures for applying for an Investment Registration Certificate.

Dossier for issuance of Investment Registration Certificate to a foreign-invested company:

• A written request for implementation of an investment project;
• Documents on investor’s legal status
  • For individual investors: Copy of citizen identification card, ID card or passport
  • For institutional investors: copy of Certificate of Establishment or other equivalent document certifying legal status;
• The investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule, demand for labor, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copy of one of the following documents:
  • The investor’s financial statements for the last 2 years;
  • Commitment to financial support of the parent company;
  • Commitment to financial support of financial institutions;
  • Guarantee on the financial capacity of the investor;
• Documents explaining the financial capacity of the investor;
• Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
• The explanation on the use of technology includes the following contents: technology name, technology origin, technological process diagram; Main technical parameters, usage status of main machinery, equipment and technological lines for projects using technologies on the List of technologies restricted from transfer
• BCC contract for investment projects in the form of BCC contract.
• Power of Attorney for Viet An Law.

The agency that submits the application for the Investment Registration Certificate to the company with 100% foreign capital at the investment registration agency

• If the company is located in an industrial park, it is the Management Board of industrial parks.
• If the company is located outside the industrial park, it is the Department of External Economic Relations – Provincial Department of Planning and Investment.

Step 02: Establish a business and issue an Enterprise Registration Certificate

After obtaining the Investment Registration Certificate, investors need to prepare documents to set up a business.

Dossier of establishment of a foreign-invested company

• Enterprise registration application form;
• Company charter;
• List of members/shareholders;
• Copies of the following papers: Citizen identification cards, People’s identity cards, Passports or other lawful personal identification of members being individuals;
• The establishment decision, the enterprise registration certificate or other equivalent documents of the organization and the authorization letter; Citizen’s identification card, ID card, passport or other legal personal identification of the authorized representative of the member being an organization;
• For a member being a foreign organization, a copy of the Enterprise Registration Certificate or an equivalent document must be consularly legalized;
• Investment registration certificate for foreign investors in accordance with the Law on Investment.

The agency that submits the application for an enterprise registration certificate to a company with 100% foreign capital

Business registration agency :  Provincial Department of Planning and Investment.

Duration to issue business registration certificates for companies with 100% foreign capital: 05 working days from the date of receipt of complete and valid documents

Step 03: Publication the statement of establishment of a foreign-invested company

After an enterprise is granted an enterprise registration certificate, it must make a public announcement on the national business registration portal according to the order and procedures and pay fees as prescribed.

The content to be announced includes the contents of the Business Registration Certificate and the following information:

• Business lines;
• List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Executing agency: Reporting division of the Business Registration Authority – Provincial Department of Planning and Investment.

Step 04: Engrave the seal of the foreign-invested company

After obtaining the Enterprise Registration Certificate and having posted the enterprise establishment statement. The enterprise conducts seal engraving at one of the licensed seal engraving units. Enterprises decide by themselves the number and form of seals within the scope permitted by law.

Step 05: Apply for a license for marine aquaculture

Dossier for license for marine aquaculture

• Registration form;
• Description of the aquaculture project;
• A report on assessment of environmental impacts on aquaculture or a written commitment to environmental protection and an environmental protection plan appraised by a competent authority according to regulations;
• Map of the sea area with the coordinates of the corner points of the proposed sea area.

Procedures for licensing aquaculture at sea

• Organizations and individuals wishing to license aquaculture at sea shall send dossiers to the Directorate of Fisheries;
• Within 45 days from the receipt of the satisfactory application, the competent authority shall appraise the application, consult the environment authority and relevant unit and consider issuing the mariculture license if all regulations are complied with;
• In case of refusal, the Directorate of Fisheries shall reply in writing, clearly stating the reason.

Customers wishing to set up a company in Vietnam with foreign investment in aquaculture, provide legal advice during the implementation of an investment project in Vietnam, please contact Viet An Law Firm for the best support!