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GLOBAL INFO

Vietnam

COUNTRY:

VIETNAM

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

The main company forms in Vietnam are the Limited Liability Company (Ltd.), Joint-stock Company (Jsc.), Partnership and Private Company

2.      Which is the most preferred company form by foreign investors?

Limited Liability Company and Join-stock Company

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

Normally, no minimum amount of capital is required. However, if a company conducts a business line which is conditional on a legal capital e.g. real Estate Trading, such amount must be satisfied;

Contributed assets may be Vietnam Dong (VND), convertible foreign currencies, gold, value rights to use land, value of intellectual property rights, technologies, technical secrets, and other assets that can be assessed in VND;

Members of a Ltd. or Shareholders of a Jsc. shall contribute capital of pay for registered shares fully as agreed within 90 days from the issuance date of Business Registration Certificate.

4.      What are the basic rules of shareholders liability for company debts in this company?

The principal guidelines is that shareholders of a Jsc. and members of a Ltd. are only liable for the company’s debts and other liabilities up to the value of capital contributed to the company.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

A company can only have one director. Director of a company must not be prohibited from managing companies and must be natural persons. A director is not required to have Vietnamese Nationality.

However, a company can have more than one legal representative. Legal representative(s) of a company must satisfy conditions as director and at least one of them must reside in Vietnam. In case such residential legal representative leaves Vietnam, he/she must authorize other person to act as a legal representative.

 

6.      How long does the registration procedure of this company take?

Registration must be completed within 3 days from the date of submission and filing of all required documentation.

7.      What are the main costs of formation of this company in local currency?

The main enterprise registration fee is 200,000 VND. However, enterprises are required to public its information and its seal on National Business Registration Information System. The publication costs 300,000 VND per activity.

8.      What is the average attorney’s fee of the formation of this company in local currency?

Fees vary from VND 22 million (US$1,000) to VND 11 million (US$5,000) depending on the business area the company is engaged and the percentage of foreign shareholding

.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

A company shall register its changes in headquarter; name; legal representative(s); charter capital; capital contribution ration; members of a Ltd. or founding shareholders of a Jsc.; business lines; foreign shareholders of an unlisted Jsc.; tax registration information ; information as to company’s manager, foreign shareholders; private placement of shares; authorized representatives; and business suspension.

10.   What are the main auditor requirements?

A Jsc. shall have its annual financial statements audited in case the laws provide so.