How To Start A Restaurant In Vietnam
After being affected by the covid pandemic and global inflation, Vietnam's economy has begun to recover, especially in the food and beverage sector. With the strength of being a domestic and foreign tourist destination, the food service industry is an attractive industry code for foreign investment in the Vietnamese market. According to the provisions of Vietnamese law, foreign investors can open a 100% foreign-owned company in the food service industry in Vietnam
License for Opening a Restaurant in VietNam
There are fours forms for foreign investors investing in Vietnam, and for setting up a restaurant in Vietnam, two popular investment forms are:
(i) Establishing a new legal entity;
(ii) Purchasing and buying the capital (Merger and Acquisition – M&A in Vietnam);
Relating to opening a new company, foreign investors need to apply for the Certificates: (i) the Investment Registration Certificate (“IRC”) ; (ii) the Business Registration Certificate (“ERC”):
For the application of the Investment Registration Certificate, the foreign investors need to prepare the basic documents as follows:
(i) A Application Form;
(ii) A Proposal for Investment Project;
(iii) The certified copies of the passport for individual investors or the certified copy of the business registration certificate for the enterprise investor;
(iv) The financial reports of at least 02 years for the enterprise investor (be audited by the audit company); or the Bank statement for the individual investor;
(v) The leasing contract;
Timeline: within 15 working days from receipt of a full and valid application dossier, the Department of Investment of Planning will issue the IRC.
For ERC, after obtaining the IRC, the investor is required to apply for ERC to run the Restaurant in Viet Nam. The application for ERC consists of the basic documents as follows:
(i) A Application Form;
(ii) The company’s charter;
(iii) The IRC;
(iv) The certified copy of the passport or CCCD of the legal representative;
(v) List of company’s members;
Timeline: within 03 working days from receipt of a full and valid application dossier, the Department of Investment of Planning will issue the ERC.
Purchasing and buying the capital (Merger and Acquisition – M&A in Vietnam)
Step 1: Procedure for obtaining the approval on capital contribution, purchase of shareholding or purchase of a capital contribution portion.
The foreign buyer must satisfy the following conditions:
the market approach conditions applicable to foreign investors;
the foreign investor must ensure national defense and security;
the foreign investor must comply with the provisions of law on land regarding the conditions for receiving land use rights and conditions for using lands in islands and in border and coastal communes, wards and towns.
Timeline: fifteen (15) working days from the date the relevant authority receives the complete and full application dossier.
Step 2: Change the name of the owner in the ERC.
After obtaining the approval on capital contribution, purchase of shareholding or purchase of a capital contribution portion, the foreign buyer and local seller need to transfer the money via bank transfer and the new owner of the company need to submit for changing the new owner of the company in the ERC.
Timeline: three (3) working days from the date on which the relevant authority receives the relevant complete and full application dossier.
Sub-License for Starting a Restaurant in VietNam
After the company is established, the investors need to submit for the sub-licenses before running the restaurants:
(i) Applying for a Certificate of Food Hygiene and Safety;
The dossier includes:
1) Application for a certificate of food safety requirements;
2) The Certified copies of the ERC and IRC;
3) A description of facilities, equipment, and tools to ensure food safety conditions;
4) A certificate of health of the owner and the person directly involved in producing and trading food
Timeline: 10-15 working days from the date on which the relevant authority receives the relevant complete and full application dossier.
(ii) Applying for a Certificate of Fire Prevention and Firefighting (if needed)
(iii) Submitting for the requirements to sell alcohol on the spot:
The documents requested for the Application:
1) The Application Form;
2) The certified copies of ERC and IRC;
3) The copy of the lease/borrowing agreement proving legitimate use rights to expected premises to sell alcohol for on-premises consumption;
4) The copy of the alcohol purchase agreement conducted with the trader having the license for alcohol production/distribution/wholesaling/retailing;
5) The writing commitment made by the alcohol seller specified compliance with all requirements for fire and environmental safety according to regulations of law at the premises to sell alcohol for on-premises consumption.
Timeline: 10-15 working days from the date the relevant authority receives the complete and full application dossier.
With its position as the tourist center of Southeast Asia, Vietnam is a destination for investors in the restaurant industry and related services. Reducing administrative barriers is now creating favorable conditions for foreign investors to participate in the restaurant industry in Vietnam.
How DB Legal can assist
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