Establishment of trading companies in Vietnam

Commercial business is one of the fields that foreign investors pay top attention to with the annual investment rate of up to trillions of dong. However, in order to invest in the above-mentioned trades, investors must satisfy certain conditions as well as apply for necessary licenses as prescribed. Foreign investors should pay attention to compliance with Vietnamese laws when establishing trading companies.

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Foreign organizations and individuals are allowed to establishment of trading companies in Vietnam

Foreign organizations and individuals that are permitted to set up foreign-invested companies doing business in the field of trade (exercising the right to import and export goods and the right to distribute goods) in Vietnam include:
• Foreign individuals who are citizens of WTO member countries, or countries that have signed free trade agreements with Vietnam;
• Organizations and enterprises that are nationals of WTO members, or countries that have signed free trade agreements with Vietnam;

Conditions for establishing a trading companies in Vietnam

Currently under the provisions of 2014 investment and bilateral treaties between countries around the world. Foreign investors can invest in Vietnam in many different fields of business and trade.
In particular, when establishing a company with foreign investment in the field of trade when it satisfies the following conditions: Foreign organizations and individuals belonging to WTO member countries, or countries with trade agreements free to Vietnam. Organizations and individuals who are nationals of countries that are members of the WTO, or countries that have signed free trade agreements with Vietnam.

Procedures for issuance of a certificate of investment registration for establishment a trading companies

Step 1: Apply for an Investment Registration Certificate

Documents should be prepared:

• The proposal to implement the investment project;
• Copy of identity card/ID card or passport for individual investor; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
• Proposal of investment project including the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, duration, schedule of investment. investment, labor demand, proposal of investment incentives, impact assessment, socio-economic efficiency of the project;
• A copy of one of the following documents: financial statements of the last 2 years of the investor; financial commitment of the parent company; financial institutions’ commitment to financial support; guarantee of financial capacity of the investor; documents explaining the financial capacity of the investor;
• Office lease agreement, Proof of lessor’s right (Land use right certificate, Construction permit, Business registration certificate with the function of real estate business of the lessor lease or equivalent documents).
Deadline for processing records

Within 10-15 working days after receiving a complete and valid dossier, the investment registration agency shall grant an Investment Registration Certificate; In case of refusal, the investor must notify in writing the investor and clearly state the reason.

Competence to issue investment certificates of trading companies

Department of Planning and Investment shall receive, issue, adjust and revoke investment registration certificates for the following investment projects:
• Investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones;
• Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks and investment projects in industrial parks, export processing zones and hi-tech parks in localities where management boards have not yet been established. industrial parks, export processing zones and high-tech zones.
Management boards of industrial parks, export processing zones, hi-tech parks and economic zones receive, issue, adjust and revoke investment registration certificates for investment projects in industrial parks and zones export processing zones, hi-tech parks and economic zones, including:
• Investment project on development of infrastructure of industrial parks, export processing zones and hi-tech parks;
• Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.
Department of Planning and Investment where the investor locates or plans to locate its head office or executive office to implement an investment project to receive, issue, adjust and revoke an investment registration certificate following investment projects:
• Investment projects implemented in many provinces and centrally-run cities;
• Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, hi-tech parks and economic zones.

Step 2: Apply for a Business Registration Certificate of trading companies

Dossier of establishment of an enterprise granting enterprise registration certificate. After obtaining the certificate of investment registration, investors need to prepare documents to set up the business
Profile include:
• Application for business registration.
• Trading companies rules.
• List of members (for limited liability companies with two or more members, joint-stock companies, partnerships) of trading companies

• Copies of the following documents: Citizenship identification card, ID card, Passport or other lawful personal identification of the individual members;
• Establishment decision, business registration certificate or other equivalent document of the organization and the authorization document; Citizenship identification card, identity card, passport or other lawful personal identification of the authorized representative of a member being an organization
• For members being foreign organizations, the copy of the business registration certificate or equivalent document must be consular legalized;
• Decision to contribute capital and appoint managers; List of authorized representatives (for members being organizations);
• The certificate of investment registration for the investor has been issued.

Step 3: Apply for business licenses for a number of conditional trade trades of trading companies

For enterprises that have registered the business of retailing goods and setting up retail establishments, after being granted enterprise registration certificates, they shall carry out procedures for granting business licenses.

Conditions for granting business licenses

• In case foreign investors belong to foreign countries or territories participating in international treaties to which Vietnam is a signatory has committed to open the market for goods trading and activities directly related to buying selling goods
• Satisfying market access conditions in international treaties to which Vietnam is a signatory;
• Having a financial plan to carry out the operation of applying for a Business License;
• There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.
• In case the foreign investor is not a foreign country or a territory participating in an international treaty of which Vietnam is a member
Satisfying market access conditions in treaties to which Vietnam is a signatory;
Having a financial plan to carry out the operation applying for Business License;
There is no overdue tax debt in case it has been established in Vietnam for 1 year or more.
Meet the following criteria:
• In accordance with the provisions of specialized laws;
• In accordance with the level of competition of domestic enterprises in the same field of activity;
• The ability to create jobs for domestic workers;
• Capability and level of contribution to the state budget.

Document for granting Business License

• Application for business license (Form 01 in the Appendix enclosed herewith).
• The explanation has:
o Explanation for the conditions to grant the respective business license as prescribed in Article 9 of this Decree;
o Business plan: Describing the content and method of conducting business activities; presenting business plan and market development; demand for labor; assessing socio-economic impacts and efficiency of business plans;
o Financial plan: Report the results of business activities on the basis of the audited financial statements of the latest year in case it has been established in Vietnam for 1 year or more; explanation of capital, capital sources and capital raising plan; enclose financial documents;
o Business situation of goods trading and directly related activities; the financial situation of foreign-invested business organizations up to the time of applying for business license.

• Documents of tax authorities proving that the tax debts are no longer overdue.
• Copy: Business registration certificate; Certificate of investment registration of projects on goods trading and directly related activities (if any).
Receiving body: Department of Industry and Trade where the enterprise is headquartered.
Processing time: about 30-45 business days

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