Set up a foreign-invested e-commerce service company in Vietnam

E-commerce is a business line chosen by many investors in the era of information technology development. However, many foreign investors wonder what is the legal procedures for establishing an e-commerce service company, are the conditions for establishment different from domestic investors? To answer the above questions, Viet An Law Firm would like to provide the legal investment consultancy and procedure for clients to set up a company in Vietnam.

Legal basis  

• The Law on Investment 2020;
• The Law on Enterprise 2020;
• Decree No. 09/2018/ND-CP stipulating in detail the Commercial Law and the Law on the management of foreign trade activities of purchase and sale of goods and activities directly related to the purchase and sale of goods by investors Perfumery c outside, foreign-invested economic groups in Vietnam;
• Decree No. 52/2013/ND-CP on e-commerce.

Conditions to set up company e-commerce with foreign investment

Foreign investors may set up an e-commerce service company and issue a business license when meeting the following conditions:

For foreign investors belonging to countries or territories participating in international treaties to which Vietnam is a contracting party to open the market for goods trading and activities directly related to the sale and purchase goods:

• Meeting all market access conditions in international treaties to which Vietnam is a member;
• Have a financial plan to do the activity applying for a Business License;
• No overdue tax debts if they have been set up in Vietnam for 1 year or more.

For foreign investors who do not belong to a country or territory to a treaty to which Vietnam is a signatory; For business services which are committed to open markets in international treaties to which Vietnam is a signatory:

• Have a financial plan to carry out the business license application;
• No overdue tax debts if they have been set up in Vietnam for 1 year or more.
• Meet the following criteria:
• Under provisions of specialized law;
• Under the level of competition of domestic enterprises in the same field of activity;
• Ability to create jobs for domestic workers;
• The ability and extent to contribute to the state budget.

The process to set up an e-commerce services foreign investment company

Step 1: Issuance of Investment Registration Certificate

The investor applies for an Investment Registration Certificate at the investment registration agency. A dossier of application for an investment certificate for electronic trading service includes the following documents:

• Proposal for investment project implementation (form);
• Documents on the legal status of investor:  Copy of ID card or ID card or passport for the individual investor; A copy of the Certificate of Establishment or other equivalent document certifying the legal status of the institutional investor;
• Investment project proposal;
• Statement of eligibility for e-commerce service performance ;
• Documents proving the financial capacity of the investor: including at least one of the following documents: the investor’s financial statements for the last 2 years; commitment to the financial support of the parent company; commitment to the financial support of a financial institution; guarantees on investors’ financial capacity; Other documents proving the financial capacity of the investor;
• Documentation of the project site: Copies of land use right papers or other documents identifying the site use rights to implement the investment project ;
• Power of attorney for Viet An Law Firm to carry out investment registration procedures.

Within 15 days after receiving a complete dossier, the investment registration agency shall grant an investment registration certificate; In case of refusal, it must be notified in writing to the investor, clearly stating the reason.

Step 2: Obtaining the Enterprise Registration Certificate

Investors shall submit their application for enterprise registration certificate through National Enterprise Registration Portal. The application includes the following documents:

• Application form for enterprise registration;
• Company charter;         
• A 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 members, shareholders being foreign organizations, the legal copies of the organization’s legal papers must be legalized) :
• Copy of citizen ID card or identification card or passport for the legal representative of the enterprise;
• Copy of citizen ID card or identification card or passport of the individual for company members, founding shareholders, foreign investors being individuals;
• Legal papers of the organization for members, founding shareholders, shareholders being foreign institutional investors;
• Legal papers of individuals for authorized representatives of members, founding shareholders, shareholders being foreign institutional investors ;
• Decision chooses an authorized representative.
• Certificate of investment registration ;
• Power of attorney for Viet An Law Firm to conduct business registration.

Within 03 – 05 working days, if the application is valid and complete, the Department of Planning and Investment will issue the Enterprise Registration Certificate and publicize business registration information on the National Enterprise Registration Information Portal.

Step 3: Engraving company seals

The Enterprise Law 2020 has removed the regulations on legal entity seals. Therefore, the Company can decide on its own whether or not to engrave the legal entity seal; at the same time, to have autonomy in the content, quantity, and use of the legal seal. In case there is a need to use a seal, the company will engrave the seal at the seal-making function.

Companies can authorize the implementation of the Law on Vietnam An insecticidal g this.

Step 4: Apply for related Business License

Under the provisions of Decree No. 09/2018 / ND-CP, a foreign-invested company wishing to operate an e-commerce service provider must have a business license. Accordingly, the Investor submits 02 sets of documents to the licensing agency. Records include:

• An application form for a Business License (according to form 01);
• Explanation;
• Documents from tax authorities proving that there are no overdue tax arrears;
• Copy: Enterprise registration certificate; Certificate of project investment registration n goods sale and purchase activities and activities directly related to the purchase and sale of goods (if any);
• Power of attorney for Viet An Law Firm to carry out the procedure.

Within 15 – 20 working days from the date of receipt of complete and valid dossiers, the licensing agency shall consult with the Ministry of Industry and Trade.

Within 15 days after receiving the dossier, the Ministry of Industry and Trade shall issue a written approval for the grant of a business license; In case of refusal, there must be a written reply clearly stating the reason.

Within 03 working days after receiving the written approval from the Ministry of Industry and Trade, the licensing agency issues the business license. In case the Ministry of Industry and Trade issues a written refusal, the licensing agency shall reply in writing, clearly stating the reason.

Key note

The goods are not allowed to trade on the e-commerce website.

• Hunting rifles and shotgun ammunition, sports weapons, support tools;
• Cigarettes, cigars, and other finished tobacco products;
• Alcohol of all kinds;
• Rare wildlife and plants, including living things and processed parts thereof;
• Other goods are restricted from trading as prescribed by law.

In addition, when the company establishes an e-commerce service website, it is necessary to carry out the registration procedure for an e-commerce website under the law. Viet An Law Firm provides legal services related to foreign investment. If you have a need or have questions that need answers, please contact the company directly for advice and timely support.