Setting up a consulting company in Vietnam

1) Investing in management consulting services in Vietnam, what will you be permitted to do in a consulting business in Vietnam?

According to the WTO agreement and other trade agreements, foreign investors can conduct the lines of business as follows:

86501 General management consulting services
Advisory, guidance and operational assistance services concerning business policy and strategy and the overall planning, structuring and control of an organization. More specifically, general management consulting assignments may deal with one or a combination of the following: policy formulation, determination of the organizational structure (decision-making system) that will most effectively meet the objectives of the
organization, legal organization, strategic business plans, defining a management information system, development of management reports and controls, business turnaround plans, management audits, development of profit improvement programmes and other matters which are of particular interest to the higher management of an organization.
86502 Financial management consulting services (except business tax)
Advisory, guidance and operational assistance services concerning decision areas which are financial in nature, such as working capital and liquidity management, determination of an appropriate capital structure, analysis of capital investment proposals, development of accounting systems and budgetary controls, business valuations prior to mergers and/or acquisitions, etc., but excluding advisory services on short-term portfolio management which are normally offered by financial intermediaries.
86503 Marketing management consulting services
Advisory, guidance and operational assistance services concerning the marketing strategy and marketing operation of an organization. Marketing consulting assignments may deal with one or a combination of the following: analysis and formulation of a marketing strategy, formulation of customer service and pricing policies, sales management and staff training, organization of distribution channels (sell to wholesalers or directly to retailers, direct mail, franchise, etc.), organization of the distribution process, package design and other matters related to the marketing strategy and operations of an organization.
86504 Human resources management consulting services
Advisory, guidance and operational assistance services concerning the human resources management of an organization. Human resources consulting assignments may deal with one or a combination of the following: audit of the personnel function, development of a human resource policy, human resource planning, recruitment procedures, motivation and remuneration strategies, human resource development, labour-management relations, absenteeism control, performance appraisal and other matters related to the personnel management
function of an organization.

86505 Production management consulting services
Advisory, guidance and operational assistance services concerning methods for improving productivity, reducing production costs and improving the quality of production. Production consulting assignments may deal with one or a combination of the following: effective utilization of materials in the production process, inventory management and control, quality control standards, time and motion studies, job and work methods, performance standards, safety standards, office management, planning and design and other matters related to production management, but excluding advisory services and design for plant layout and industrial processes which are normally offered by consulting engineering establishments.
86506 Public relations services
Advisory, guidance and operational assistance services concerning methods to improve the image and relations of an organization or individual with the general public, government, voters, shareholders and others.
86509 Other management consulting services
Advisory, guidance and operational assistance services concerning other matters. These services include industrial development consulting services, tourism development consulting services, etc.

2) Preparing the Application for an Investment Registration Certificate in Vietnam

a/ A document about the investor’s legal status such as the passport if the investor is an individual, the business registration certificate if the investor is an enterprise.

b/ Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;

c) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project;

d) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;

3) Preparing the Application for Enterprise Registration Certificate in Vietnam

After the Investment Registration Certificate is issued, the Investor must prepare for the Enterprise Registration Certificate.

Application for registration of a limited liability company are as follows:

1. The enterprise registration application form.

2. The company's charter.

3. The list of members.

4. Copies of:

a) Legal documents of members who are individuals and legal representatives;

b) Legal documents of organization members, documents about the designation of authorized representatives, and their legal documents.

Legalized copies of legal documents of members of foreign organizations.

c) The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Application for registration of a joint stock company are as follows:

1. The enterprise registration application form.

2. The company's charter.

3. The list of founding shareholders; the list of shareholders that are foreign investors.

4. Copies of:

a) Legal documents of founding shareholders and shareholders that are foreign investors who are individuals and legal representatives;

b) Legal documents of shareholders who are organizations, documents about the designation of authorized representatives, and legal documents of authorized representatives of founding shareholders and shareholders who are foreign organizations.

Legalized copies of legal documents of members of foreign organizations.

c) The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

 

This information contained herein is of a general nature and is intended to provide updates on the Laws for information purposes only.. DB Legal shall not be liable for any use or application of the information for any business purpose.

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