Vietnam Client case studies in 2023
Vietnam import and wholesale subsidiary completes annual accounting and tax filings
Since 2003, Healy Consultants Group assists multinational Clients with business set up in Vietnam, including i) annual accounting and tax obligations ii) legal registered office and iii) tax registration.
In late 2020, we were engaged by an existing Client, whose business is the import and wholesale of pad printing equipment, to complete the annual accounting and tax filings , along with the renewal of other corporate services, for their Vietnam subsidiary.
In January 2021 our Client settled our renewal fee, including i) the provision of registered office for one year ii) business license fee iii) annual corporate income tax filing with the Vietnamese General Department of Taxation (GDT) and iv) quarterly Value Added Tax (VAT) and Personal Income Tax (PIT) filings.
- I emailed my Client a detailed engagement project plan outlining i) the documents required to progress the Vietnamese company renewal process ii) a breakdown of weekly and monthly deliverables and iii) an estimated timeline to complete the engagement.
- The engagement project plan is designed to help our Clients visualise the engagement and understand the timelines to legally complete the annual obligations of its Vietnam subsidiary. The Client can therefore prepare the necessary documents to efficiently and effectively complete the required renewal steps in a timely manner.
- The financial year-end of the Vietnam subsidiary is 31 December. The company has to meet the following deadlines.
Filings Deadline Annual corporate tax filings 31 March VAT and PIT (Jan-Mar) 31 March VAT and PIT (Apr-Jun) 31 July VAT and PIT (Jul-Sept) 31 Oct VAT and PIT (Oct-Dec) 31 Jan
Accounting and tax filings
- The Client supplied me with a trial balance for the financial year ended (FYE) 31 December 2020. I reviewed and confirmed the accuracy of the trial balance.
- Immediately thereafter, our auditor in Vietnam started the audit.
- In the meantime, my team and I completed the annual business license fee payment for our Client’s Vietnam subsidiary with the Ministry of Industry and Trade.
- Our auditor requested some samples of i) invoices and ii) supporting documents from the Client to finalise the draft report.
- The Client supplied us with the additional documents and reverted to the auditor’s queries.
- The auditor finalised the report and sent the draft unqualified audited financial statement for FYE 31 December 2020 to the Client.
- Once the Client approved the draft report, I sent the signing pages to the director of the Vietnam subsidiary for their signature.
- Immediately after, the Client signed off the report and the auditor issued the final unqualified report.
Annual and quarterly filings
- Our team prepared the draft corporate tax return form and sent it to the Client for their approval.
- Once the Client approved and signed the return, our tax agent lodged the same with the Vietnamese with the GDT tax portal.
- The Vietnam entity is also required to file quarterly i) VAT and ii) PIT returns with GDT.
- Every 10th of the following month, the Client sent us with the i) bank statements and ii) sales and purchase invoices issued during the filing period.
- Thereafter, our local team will prepare the draft VAT and PIT return and send it to our Client’s review.
- Immediately after securing the Client’s approval, we did lodge the same with GDT via the tax portal.
- Our team have completed the VAT and PIT filings for March, June, September and December quarter of 2021.
- Following engagement completion, Healy Consultants Group emailed a summary of obligations to our Client, including i) financial statements ii) receipt of the business license fee payment and iii) acknowledgement of the corporate tax return and VAT and PIT filings.
- For staff learning purposes, our Client supplied us with engagement feedback.
- Our Business Website Department also requested a professional reference from our Client as well as an online review.
Vietnam Company Renewal Service
- In January 2020, Healy Consultants Group in-house Accounting and Tax Department e-mailed our Client to remind him of the upcoming annual statutory accounting and tax filing obligations for his Vietnam LLC;
- By month-end, he settled our renewal engagement fees, including completely and accurately discharging the company’s annual statutory accounting and tax filing obligations in a timely manner;
- One of Healy Consultants Group’s Accounting and Tax Department (ATD) team members was assigned to project manage the renewal service.
- Our ATD team provided our Client with a detailed project plan outlining i) the engagement process ii) expected timelines and iii) foreseeable challenges during renewal;
- To assist our Client with his Vietnam annual accounting and tax filings, our ATD team prepared financial statements for our Client’s signature based on management accounts provided by our Client;
- Our ATD team supplied weekly detailed engagement status updates on the renewal engagement progress;
- In March, the ATD team prepared a draft i) audited financial statement and ii) tax computation for our Client’s review and approval;
- Our auditor couriered the hard copy audited financial statements for our Client’s signature in April. Immediately after that, the ATD team submitted the tax return.
- In May 2020, the ATD team completed the engagement by successfully i) preparing audited financial statements and ii) settling corporate income tax for our Client’s Vietnam LLC.
US pad printing manufacturer establishes an import and sales center in HCMC
Our Client, is a US based company specializing in providing printing equipment, machinery, proprietary supplies and technical support to Clients in the apparel and industrial markets. Global subsidiaries and representatives across Central and South America (Mexico, Guatemala, Brazil, Ecuador, Costa Rica and Panama), Germany, UAE, India, Bangladesh, Philippines, Indonesia and Sri Lanka. To further establish an ASEAN presence, Vietnam was identified as a market with great potential.
Having found Healy Consultants Group business website through Google, our Client approached Healy Consultants in June 2016 and settled an initial retainer fee to determine the ultimate corporate structure and share capital requirements to register their business.
After expert analysis, and comparisons with other market competitors and deliberations with Kunal Fabiani, our Client decided to register a LLC office in HCMC with the recommended share capital amount of US$100,000 for foreign owned trading companies.
Healy Consultants Group immediately prepared and emailed our Client an engagement advancement proposal including an updated sales invoice, engagement letter and due diligence checklist of documents required for the business setup.
Our Client promptly provided us with the due diligence documents and settled our fees in several instalments. Thereafter, Healy Consultants Group prepared a detailed engagement project plan mapping out a step by step plan to engagement completion as well as a quality business plan to assist with corporate bank account opening in Vietnam.
LLC registration & Business License
Healy Consultants Group confirmed with the HCMC Department of Planning and Investment (DPI) the optimum structure for our Client’s business and informed our Client of the same.
Within 2 weeks, Healy Consultants Group then prepared the draft Foreign Investment Certificate and Business License documents. Kunal emailed the same to our Client for review, signature, notarization and apostille in U.S.A and courier back to HMCC together with attested documents for i) the corporate shareholders and ii) the local Vietnamese legal representative;
Upon receipt of the original attested documents from our Client, Healy Consultants Group submitted the complete quality business license registration application with the DPI.
Within 2 months of submission of the detailed application and business plan, the Vietnamese government approved and issued the business license certificate. Within the next 90 days, before the company could legally engage in trading activities, our client was to inject the share capital amount of US$100,000 to a Vietnamese capital account number to secure the Certificate confirming the foreign investment (FIC).
Corporate bank account opening
With the LLC registered and business license obtained, Healy Consultants Group approached a leading local bank in Vietnam to secure both capital and corporate bank accounts. Healy Consultants Group then prepared all the required bank due diligence documents and prefilled the corporate bank account application forms.
Healy Consultants then setup a meeting with the bank’s relationship manager and our Client’s local legal representative to submit a quality bank account application including attested documents. Within 3 weeks thereafter, the bank’s compliance department approved the USD capital account and VND corporate bank account. Kunal emailed our Client the bank account numbers so the share capital injection could timely be fulfilled.
While the account numbers were timely approved, our Client had difficulty with internet banking access. Consequently, Healy Consultants assisted reset internet banking passwords and user ids several times and had the bank courier a new token device to U.S.A before our Client could enjoy online access to their new bank account.
Foreign Investment Certificate
Since business prospects had slowed down during the company setup process, our Client decided to delay the injection of share capital and requested Healy Consultants to apply for an extension. Kunal advised our Client that the possible outcomes if the extension was rejected including i) paying a fine of approximately US$2,000 for late injection and ii) cancellation of the business license if the funds were not injected within 30 days of rejection.
Our Client acknowledged the risk and requested Healy Consultants to proceed. Kunal promptly submitted an application with DPI and within 3 weeks successfully obtained an additional extension of 60 days. 2 weeks later, without our client injecting the share capital, DPI issued the Foreign Investment Certificate for our Client.
To conform to the HCMC DPI statutory requirements, Healy Consultants Group procured and provided our Client with a company stamp and couriered original corporate documents to our Client’s HQ office in USA. Healy Consultants further provided monthly and quarterly accounting services to support our Client until they hired their own local accountants.
Printed circuit board company setting up in Hanoi
Our Client is an electronic component trading and servicing company based in Singapore. The company’s main product is printed circuit board and it serves customers in the electronics manufacturing industry globally. As the Vietnam market for PCB is growing, our Client wishes to establish a company there to promote and sell their products.
Our Client is an electronic component trading and servicing company based in Singapore. The company’s main product is printed circuit board and it serves customers in the electronics manufacturing industry globally. As the Vietnam market for PCB is growing, our Client wishes to establish a company there to promote and sell their products.
Due to the tight deadline to sign the contract, Mr. Simon, our client engagement director, recommended to establish a 100% local owned limited liability company. Since setting up a business in Vietnam for foreign owners is a complicated and lengthy process, this strategy would enable our Client to issue sales invoice and sign contracts as soon as possible. Initially, the company’s shareholder and director would be our Client’s Vietnamese JV partner, Mr. Nguyen.
Thereafter, at later stage of the engagement, Healy Consultants would assist to increase the company’s charter capital. change its structure from local-owned to 80% foreign-owned, appoint the Singaporean owner as company’s shareholder and director, and apply for a foreign investment certificate (FIC).
Together with our Vietnam lawyers, Healy Consultants drafted a detailed business plan outlining the tasks and estimated completion time. Thereafter, we emailed our Client the business plan, corporate structure and project plan for their confirmation. The project was expected to take 8 months to complete.
Company incorporation and Corporate bank account
In April, our Client confirmed and couriered us all requested documents, and Healy Consultants prepared the incorporation forms for Mr. Nguyen’s signature and submit them to the Hanoi Department of Investment and Planning.
Within two weeks, the company was successfully incorporated and could legally enter into contracts. Healy Consultants also helped our Client to issue the company’s seal, red invoices and register it with the local tax authority.
Based on our Client’s preference, Healy Consultants assisted Mr. Nguyen to open a corporate bank account with an international bank in Vietnam, with him as the sole account holder and bank signatory.
Changing company name and business activities
In late June, Healy Consultants received instructions from our Client to change the company name and increase the share capital. Although this was not within the scope of the initial agreement, we immediately prepared the necessary documents for their signature, and submitted them together with an application to increase the company’s charter capital. We emailed our Client the amended Business Registration Certificate. The company’s seal, tax registration and red invoices also needed to be amended accordingly.
In August, our Client further requested us to add several business activities to its business registration certificate. Healy Consultants again prepared all necessary documents for Mr. Nguyen’s signature and submitted them to Hanoi DPI.
Application to purchase shares for foreign shareholder
The project was finally back on track after a three-month delay due to the additional requests sent by our Client. Healy Consultants prepared the required documents to approve the Singaporean owner’s right to purchase shares in the company. Approximately 20 days later, Hanoi DPI approved the share purchase application and issued an updated business registration certificate. Healy Consultants couriered the document to our Client’s Hanoi office and emailed a scan copy of the same to their Singapore office.
Capital account opening
In accordance with Circular 19/2014/TT-NHNN, the company is required to open a capital account for the foreign capital contribution. Based on our Client’s reference, Healy Consultants contacted Standard Chartered Vietnam regarding the same.
Unfortunately, the multinational bank in Vietnam refused to open a capital account unless the company could produce an investment certificate. Normally, the investment certificate is the first document for a foreign investor setting up a new company in Vietnam. However, this didn’t not apply to this project because our Client was purchasing shares from an existing company, in which case the investment certificate should be applied after capital account is opened. We believed the bank might have been confused about different routes to invest in the country.
Although Healy Consultants managed to negotiate with the international bank to waive this requirement for 30 days, based on our experience, it is unlikely that the investment certificate will be issued within this timeframe. Additionally, if the certificate was not provided within 30 days, the company’s corporate account would also be frozen, risking all business operation to be halted. As an alternate solution, we secured preliminary approval from a well-known local bank, to open the capital account without the investment certificate. However, our Client did not wish to follow our recommendation, and believed they could get the investment certificate within 30 days with another consultant firm. Although we did not believe this is a realistic goal based on our experience, Healy Consultants respected our Client’s decision, and transferred all remaining corporate documents back to our Client’s Hanoi office.
Throughout the engagement, Healy Consultants has aggressively and skilfully negotiated with various third-parties including government authorities, local banks, lawyers, translators and accountants. We timely responded to unforeseeable difficulties and challenges such as the inefficiency and delay from third-parties and additional service requests from our Client. Every week, Healy Consultants provided our Client a detailed engagement status update, outlining tasks to be completed, problems encountered and suggested solution. Unfortunately, our Client wished to engage another consultant firm when the engagement was 75% completed, and it was terminated early.
Registration of an advertising company in Vietnam
- In 2014, our Client, an Indian public limited company, contacted Healy Consultants Group to project-manage their expansion in multiple countries: Vietnam (further described below), as well as other Asian and Middle Eastern countries;
- The business of our Client is based on a proprietary website and a successful online application, already popular in the Indian subcontinent to search for restaurants and read their reviews;
- While access to the website is free for both the restaurants willing to be listed and for website visitors, our Client’s business generates its income by charging a fee to restaurants willing to promote themselves through online ads;
- The goal of our Indian Client was to be able to invoice its Vietnamese customers through a local subsidiary for the provision of online advertising.
- For this engagement, Healy Consultants and our Client agreed to prepare an engagement strategy document, that is to say a feasibility study including all business setup and licensing requirements, detailed steps to complete registration of the company and expected timelines to complete the same;
- The final document also included an accurate estimate of engagement costs, and other regulatory and compliance information important to know to run a successful business in Vietnam;
- A (redacted) copy of this document can be found by clicking on this link redirecting to our website;
- Our main findings and recommended strategy were:
- Requirement to form a joint venture – the advertising industry is not fully open to foreign investment in Vietnam. We consequently assisted our Client to comply with such requirement by providing him a professional passive nominee joint venture partner;
- Nominee LLC registration – we recommended our Client to register a company initially owned solely by the joint venture partner and only add our Client as 99% shareholder at a later stage during the engagement;
- Website registration strategy – As required by Vietnamese regulations, our Client needed to register his website in Vietnam and, for this purpose, to provide a translated version of its content. We negotiated with Ministry of Industry and Trade to minimize the number of webpages required for the application, hence henceforth costs and registration timeframe.
- The above strategies legally allowed our Client to complete registration of his company within one month, whereas registration of a wholly foreign-owned company would have taken a minimum of six months.
Nominee LLC setup
- We started the engagement by drafting a quality nominee joint venture agreement, protecting our Client against any (unlikely) misuse of the company by the joint venture partner and completed complete due diligence on this individual and his advertising business;
- During the first two weeks of the engagement, we secured a business registration certificate from the Department of Planning and Industry (DPI) of Ho Chi Minh City, allowing our Client to start recruiting local staff;
- During the two following weeks, we also open the current account of the company, allowing our Client to receive and make payments;
- After completion of the above, we were ready to proceed to the change of corporate structure. the first step to complete the same was to secure approval of DPI for an increase of capital, financed by a purchase of shares by our Client;
- For this purpose, we drafted a quality share purchase agreement to be signed and returned by our Client directly to Vietnam, along with legalized copies of the corporate documents of his preferred holding vehicle (an Irish LLC);
- We timely secured approval of DPI within one month and were now ready for the most challenging parts of the engagement: the opening of the capital account, followed by the application for an investment certificate.
Capital bank account opening
- In Vietnam, all foreign investors are required to channel their investments through a special type of account, locally known as a capital account. Because of our Client’s existing relationship with a top US bank, our Client had a strong preference to open such account with this bank’s Vietnam branch;
- During the early phase of the engagement, Healy Consultants hence contacted this bank, which confirmed its interest to open the account for our Client without travel.
Challenge we faced
- However, when the banking component of the engagement started, we quickly found out that this top USA bank was unaware of Vietnamese regulations on foreign investment: while the same require the capital account to be opened before investment certificate application;
- For several weeks, the bank kept insisting for Healy Consultants to supply the investment certificate before issuing the account numbers, in spite of our in-house lawyers providing regulatory evidence this was not required and actually contradictory with Vietnamese laws.
Solution we created
- Fortunately, Healy Consultants devised an alternative strategy to confirm to the bank we were right: we voluntarily submitted an incomplete application to DPI, which reverted within a few days to state they could not review the application without a bank letter confirming the opening of a capital account;
- After provision of this document, the top USA bank finally acknowledged its error and promptly provided us capital account numbers.
Investment certificate approval and website registration
- The investment certificate application is usually the most challenging part of the project for industries restricted to foreign investment like advertising. We expect the process would take at least four months and involve several requests from DPI for additional information and documents;
- For this specific project, it proved to be unexpectedly uneventful. Thanks to the professionalism and expertise of our local lawyers who prepared the application, we managed to secure the investment certificate within two months;
- Healy Consultants also timely completed website registration, by negotiating with DPI to submit an application file including only the mandatory regulatory documents, as well as three sample Ho Chi Minh City restaurants descriptions and reviews, completed during the lunch of our affiliate office’s staff.
- Today, our Indian Client has an operational business in Vietnam, able to run a website hosted locally and also to trade with local customers, in a fully compliant manner with Vietnamese regulations on advertising;
- We are proud of having assisted our Client to realize the same and we hope that our work will also assist both the Vietnamese people and tourists to choose their preferred venue for future dinner gathering in Vietnam.
Project management firm moves into Vietnam real estate
Our Client Thomas is the managing director of a successful real estate project consulting firm headquartered in Chicago, US. The firm provides project management services to major real estate projects in cities around the world, such as planning for large commercial and residential development projects. This includes preparing feasibility studies, contact negotiation and transactions management. Despite its global Client portfolio, the company has limited experience in emerging markets in Asia. Thus, our Client approached us with a view to expanding into Vietnam, where property markets and opportunities are growing rapidly.
Vietnam is a complicated jurisdiction in which to set up a company. Incorporation procedures, particularly for foreign investors, are complex and require substantial amounts of paperwork. Successful entry into Vietnam depends on an in-depth understanding of the local market and procedures. Because our Client wanted to operate autonomously in Vietnam with 100% foreign ownership, it became clear that a wholly-owned foreign entity (WOFE) was the optimum corporate structure in this case. Thus, Healy Consultants explained in detail the potential challenges of setting up a foreign-owned business in Vietnam, as well as the costs of doing so. With this clarified, Thomas gave us the verbal go-ahead to proceed with the engagement by setting up a company in Ho Chi Minh city, Vietnam’s commercial capital. Thomas duly signed Healy Consultants’ Client Engagement Letter, in which the Client’s preferred corporate structure was outlined (including the US parent company as sole shareholder). Furthermore, the Client supplied director due diligence required by both our Firm, as well as the Vietnamese authorities, including passport copies the US-based directors, the Certificate of Incorporation of the US parent company (certified by the Vietnam Embassy) and a copy of audited financial statements of the US parent company.
To legally incorporate a company in Vietnam, it is necessary to have an office premises, without which it is not possible to obtain an Investment Certificate for the company. As Thomas had not planned to travel to Ho Chi Minh City until the company had been incorporated, he engaged Healy Consultants to find suitable office space for the Firm. Our Vietnam real estate expert worked according to the specifications and budget outlined by our Client, and e-mailed digital photographs to Thomas in the US for his review. Within two weeks a suitable office space was located. An office lease was drawn up and signed by Thomas and couriered back to Healy Consultants. Next, Healy Consultants applied for the company name with the Ministry of Planning and Investment, with written approval received within five days.
To apply for the Investment Certificate, Healy Consultants visited the Ministry of Planning and Investment to obtain a foreign investment application form. Furthermore, documents including the Company Charter, Minutes of Meeting and the Directors Resolution were drafted by Healy Consultants and then couriered to Thomas for his signature and return to us. A challenge at this stage of the engagement was that all official documents were in Vietnamese. However, Thomas expressed his trust that the documents were in order and signed them immediately, returning them to us without delay. However, it remained a recurrent theme throughout the engagement that any due diligence documents supplied by Thomas for submission to the Vietnamese authorities had to be translated into Vietnamese and certified as a true copy by the Vietnamese embassy in Washington DC, adding time to the engagement. Upon receipt of the signed documents, Healy Consultants visited the Business Registration Office (BRO) at the Ministry of Planning and Investment, and paid the official company registration fee of 200,000 Vietnamese dong (US$12). After three weeks, Healy Consultants received the Investment Certificate from the BRO, a copy of which was e-mailed to Thomas.
Seal making license
With this step complete, Healy Consultants applied for a seal-making license at the Administrative Department for Social Order (ADSO) at the Municipal Police Department in Ho Chi Minh. Although having an Investment Certificate allows a company to conduct business as a legal entity in theory, in practice it is almost worthless without a company seal, without which Thomas’ company would be unable to register with the tax authorities, open a bank account or apply for utilities. Healy Consultants completed an application form for a seal provided by the ADSO, as well as a notarised copy of the Investment Certificate (notarisation had been arranged by through Healy Consultants’ solicitor). Obtaining a license to make a seal proved time consuming. Despite following up by phone with the ADSO to check the status of the license, we were required to visit the offices twice in one week to move the process forward. Ten days after receiving the Investment Certificate, Healy Consultants received a license enabling us to arrange for a seal to be made by an ADSO-recommended seal maker. The following day, the original ADSO application was submitted to the seal-maker, in addition to the seal-making license, along with a fee of US$15. The seal was delivered to the ADSO for collection within six days.
Having obtained the BRC and company seal, Thomas’ company was a legal entity. However, in order to support its operations, Thomas required a corporate bank account which allowed him to receive and make payments to Vietnamese Clients and the US parent company. Healy Consultants prepared a US dollar and Vietnamese dong currency bank account opening application pack on our Client’s behalf. Earlier in the engagement, Healy Consultants had Thomas sign a Power of Attorney to allow us to open the corporate bank account on his behalf. The application form was couriered to Thomas for his signature and return to us, which was done within one week. We visited the bank branch in Ho Chi Minh and submitted the complete application pack, including the application form, the Investment Certificate, a resolution of the management board on the authorised bank signatories and the company seal. We also attended a brief interview at the bank on Thomas’ behalf, explaining why the company required a corporate bank account in Vietnam. We received the bank account opening approval within a few days, and e-mailed Thomas his new account number.
Notification of company incorporation
While waiting for bank account approval, the next task was to arrange to publish notification of the company’s formation in the Saigon Times Daily, an English language business newspaper, at a cost of US$65.
Healy Consultants visited the Municipal Taxation Department in Ho Chi Minh to apply for a tax code for the company, and pay the business license tax of 3 million dong (US$185). Our staff prepared a detailed application pack for the tax department, including a standard declaration of tax registration and the notarised company Investment Certificate. Within one week the tax code was received from the Ho Chi Minh Municipal Taxation Department, which also serves as confirmation that the company complies with the Ministry of Finance’s regulations on accounting standards. Healy Consultants then applied to purchase a set of pre-printed value added tax (VAT) invoices from the Municipal Tax Department, which were received within one week.
Thomas relocated to Ho Chi Minh City a few weeks after incorporation to oversee local logistics and negotiate contracts with locally-based real estate construction firms. The engagement was completed smoothly and efficiently by Healy Consultants’ staff in Ho Chi Minh and Singapore, who worked hard to overcome the time differences between Asia and Chicago to keep Thomas updated on the project status at all times, without him needing to visit Vietnam.
International money exchange opens Ho Chi Minh office
Our Client is a Singapore-based international money exchange business, with branches in London, Singapore, Hong Kong, Malaysia and Australia. The Client wished to extend its reach in Asia by opening an exchange centre in Ho Chi Minh city, Vietnam’s commercial capital. Our Client indicated to us that the business would involve foreign currency exchange as well as remittances to foreign countries. Our Client also indicated that the business would require a 500 sq ft shop in central Ho Chi Minh.
From the outset we made it clear to our Client of the challenges of setting up a money exchange business in Vietnam. Since it falls under a ‘banking services’ category, the business requires approval from the State Bank of Vietnam in Hanoi. That said, our Client was keen to proceed, settling our engagement fees as well as signing our Client Engagement Letter and providing the due diligence as required by both Healy Consultants and the Vietnamese authorities (who required all documents to the translated into Vietnamese, adding both time and expense to the engagement).
Despite the challenges, Healy Consultants completed the engagement for our Client in a timely and efficient manner. Services provided by Healy Consultants to complete incorporation included:
- Obtaining foreign investment approval and a business license from the State Bank of Vietnam in Hanoi for the foreign exchange business. The application to the State Bank included submitting a Business Plan for the company’s proposed foreign exchange activities, information about the shareholders and directors, and an analysis of the market conditions. Healy Consultants prepared all supporting documentation required to obtain State Bank approval;
- Locating a 500 sq ft office premises in Ho Chi Minh and arranging for the Client to sign a lease agreement;
- Obtaining a Business Registration Certificate from the Department of Planning and Investment;
- Obtaining a company seal from the Municipal Police Department in Ho Chi Minh;
- Publishing notification of the company’s formation in the local English-language Vietnamese newspaper;
- Obtaining a company tax code from the Municipal Taxation Department in Ho Chi Minh;
- Registering the company with the Ho Chi Minh Trade Union.
Following incorporation, Healy Consultants obtained Temporary Resident Cards (Employment Visas) for 10 expatriate staff (Indian citizens) from the Vietnam Labour Department of the Immigration Office.
Australian market research company setup a Vietnam representative office in Hanoi
Our Client, Mike is the CEO of Eastern Group. Eastern Group is an Australian-owned independent company that does business in Vietnam, Asia and Australia. With comprehensive market research, Eastern Group maximizes the efficiency of Clients’ investment opportunities. The focal areas of expertise provided by the firm include knowledge management, business intelligence, competitive intelligence, and business investigations.
Eastern Group would like to conduct market research for their Australian-based private equity Clients to invest in Vietnam. Vietnam was chosen because Vietnam boasts a major trade and commercial hub with quality shipping ports for Eastern Group’s Client base of private equity, shipping and investment firms, including their major Client, Cargo Office International. Being close to Vietnam’s freight management business, this offers the company excellent market opportunities.
Mike contacted Healy Consultants to discuss his goal of expanding his company in Vietnam. After understanding the corporate objective that Mike outlined to Healy Consultants, we then recommended the group to set up a representative office in Vietnam. Healy Consultants then sent Mike a detailed cost proposal to set up the Vietnam representative office. Healy Consultants started the registration process once he signed Healy Consultants’ Client Engagement Letter, provided necessary due diligence, and remitted the engagement fees to our bank account to enable our team to start the engagement. At this point, our Vietnam team, in consultation with our Singapore office, prepared a detailed Engagement Project Plan, outlining the project steps and deliverables from Healy Consultants, as well as the likely timeframe to finish the whole engagement.
Representative office registration
Vietnam representative office set up is a time consuming, and complex process. However, Healy Consultants’ transparent, logical engagement procedures ensure that the procedures are as smooth as possible. Healy Consultants started the incorporation after Mike signed our Client Engagement Letter, returned the original document to our Singapore office, submitted his due diligence and had Mike confirm his corporate structure.
Before Healy Consultants commenced the representative office set up process, the Vietnam government must review and approve a lease agreement for office premises. As requested by Mike, Healy Consultants assisted him in locating permanent office premises in Hanoi. This includes i) sourcing for the permanent office premise, ii) arranging an office viewing iii) negotiating the terms and conditions of the lease agreement iv) preparing the lease agreement in the format stipulated by the Vietnam Government.
Healy Consultants first performed a company name search at the Business Registration Office of the Vietnam Department of Planning and Investment. After their approval, Healy Consultants submitted the registration application to the Department of Industry and Trade of Province in Hanoi (“DOIT”). The application includes i) application dossier for Registration of Investment, ii) audited financial reports of parent company and other information requested by Vietnamese authorities.
After one month from the date we submitted the RO application package, Healy Consultants received the RO license certificate. To support the set-up, Mike travelled to Hanoi personally to apply for the RO seal from the police department in Hanoi. Thereafter, Healy Consultants accompanied Mike to visit a local Vietnam bank’s Hanoi branch to proceed with RO bank account opening. Healy Consultants submitted a full set of corporate documents and a business plan highlighting the company’s activities. The business plan contained details such as the company’s activities (and its products and services), information on the shareholders and directors, a brief market analysis and some financial projections. Healy Consultants submitted the complete account application pack, and accompanied our Clients to the bank for a brief interview, where they explained why they required an account in the bank. On the same day, Healy Consultants received approval for the corporate bank account and Mike made the initial deposit to the bank account.
To support the set-up, Healy Consultants applied for a tax code at the Municipal Taxation Department in Hanoi and pays the business license tax of 3 million Dong. Healy Consultants received approval from the tax authority in two weeks. Immediately after the approval, Healy Consultants publishes an announcement in the public newspaper in Vietnam including details of i) name of representative office, ii) address of headquarters and representative office, iii) line of business, and iv) full name, resident address, nationality, number of identification card, passport or other relevant personal certification of owner, members and legal representative.
To comply with the Vietnam Companies Act, Healy Consultants submitted the registration of activity of the representative office to the “DOIT”.
Corporate bank account
After confirming that Mike’s representative office is successfully being set up, Healy Consultants applied the internet banking and ATM card facilities for the representative office. Over the course of the following two weeks we received (in sealed, separate envelopes) internet banking and ATM card PIN numbers, which we kept safely for our Clients’ collection.
Other support services
Because Mike is the chief representative officer of the RO, a work permit is required for him to stay and work legally in Vietnam. Healy Consultants submitted the application dossier for Mike’s work permit to the Department of Labor of Hanoi (“DOLISA”). Following this, Mike supplied legalized personal information requested by the Department of Labor of Hanoi. Four weeks from the date of submission, Mike received his work permit application approval.
To further support Mike’s business engagement in Hanoi, Healy Consultants aids Mike in many other related tasks. For example, Healy Consultants provided: i) full recruitment support, including hiring of local staff, advertising, interviews, shortlists, etc. ii) sourcing for contractors to furnish Mike’s office iii) contacts in Hanoi, e.g. suppliers, potential Clients in Hanoi iv) an introduction to existing Clients who operate in the same industry.
Vietnam incorporation is complex and time-consuming. The whole company incorporation, bank account opening, and visa application process takes approximately six months to complete from start to finish. Mike’s timely response and co-operation was highly appreciated during the engagement.
Healy Consultants provides Mike with a complete company kit including i) original RO license certificate ii) original Tax Registration Certificates and iii) bank kits (incl internet banking token and cheque book). For our continuous improvement, Healy Consultants also emailed Mike an Engagement Feedback Survey for his completion.
UK research firm enters Vietnam
Mr. Gagnerie owns a marketing-research firm based in the UK and wished to expand his business to the emerging markets in Asia. The firm provides fieldwork surveys, market analysis and consumer insights for companies who want to invest in foreign countries or launch new products. Ho Chi Minh City – Vietnam – was chosen for its dynamic consumer trends. Our Client required assistance in opening a branch in Ho Chi Minh City, with guidance on incorporation procedures, banking and tax issues, and a good location for their office.
Prior to engagement, we ensured that our Client understood the difficulties of setting up a company in Vietnam due to the complex and inconsistent legal procedures. Since the Client preferred 100% ownership of the company, we recommended a wholly foreign-owned entity. After agreement on the fees, terms and condition of our service, the Client kindly signed the engagement letter, settled our fees and was keen provide us with all the due diligence required for the company incorporation.
At this stage, our Client was informed that all the documents were required to be translated into Vietnamese and notarized.
Healy Consultants started the incorporation procedure by sending all the due diligence documents to the Notary Public Agency in Ho Chi Minh for translation and notarization stamp. Our team then checked the availability of Mr. Gagnerie’s preferred company name and obtained a certificate of name availability within 2 working days.
Thereafter, Healy Consultants assisted Mr. Gagnerie to obtain a Business Registration Certificate and a Tax Registration Certificate from the Business Registry Office in Ho Chi Minh City, both of which were approved in the next 6 days. Healy Consultants then applied for a seal-making license at the Administrative Department for Social Order (ADSO). The license was granted and Healy Consultants successfully obtained a company seal for Mr. Gagnerie within 5 working days. After the company seal was registered by the Police Division in Ho Chi Minh City, Mr. Gagnerie’s company was legally incorporated.
Follow the successful company incorporation, Healy Consultants assisted our Client to register of self-printed invoices and order VAT Invoice Books for his company. This step was done in alignment with the requirements of the Municipal Taxation Department.
After the successful incorporation of the company, our Client was a legal entity. However, in order to start its business, the company needed a corporate bank account for international funds transfer. Therefore, Healy Consultants suggested a multicurrency bank account at an international bank in Vietnam. We completed the bank account application, which was then couriered to our Client for his signature. After receiving the signed application, on behalf of the Client, Healy Consultants attended an interview at the bank’s branch in Ho Chi Minh. Our staff provided the bank officer all the relevant documents as proof of the company’s eligibility to do business in Vietnam including the resolution of the management board, the signed application form, the Business Registration Certificate, the Tax Registration Certificate, and the company seal. One week after the interview day, the application was approved and all the account information was e-mailed to our Client.
Other support services
After the company’s incorporation, Healy Consultants assisted our Client to obtain Employment visas for 8 foreign staff (3 British and 4 Indians) from the Vietnam Labour Department of the Immigration Office.
To further support Mr. Gagnerie’s business engagement in Ho Chi Minh, Healy Consultants aids him in many other related tasks. For example, Healy Consultants provided: i) full recruitment support, including hiring of local staff, advertising, interviews, shortlists, etc. ii) Sourcing for contractors to furnish Gagnerie’s office iii) contacts in Ho Chi Minh, e.g. suppliers, potential clients in Ho Chi Minh iv) an introduction to existing clients who operate in the same industry.
The whole company incorporation, bank account opening and visa application process took approximately two months to complete from start to finish.
Healy Consultants provided Mr. Gagnerie with a complete company kit including i) original business registration certificates ii) original tax registration certificates and iii) bank kits (incl internet banking token and cheque book). For our continuous improvement, Healy Consultants also emailed Gagnerie an engagement feedback survey for his completion.