Licensing & Market Entry Support
Domicile Corporate Services’ Licensing and Market Entry Team focuses on efficient and legally effective structures for establishing and operating entities in Vietnam. The Team also looks after maintenance and secretarial needs for Vietnamese entities, including license amendments and updates, and provides ongoing advice relating to structural matters. We also assist with offshore investment structures for Vietnamese market entry purposes, permitting maximum flexibility for investors, and assisting with the windup of structures where appropriate.
Our Licensing & Market Entry services include:
Vietnam Company Establishment
Incorporating a company in Vietnam (commonly referred to as obtaining a "business license"), involves a number of specific steps, which differ depending on whether the investor is foreign or Vietnamese. From determining operating business lines and applying for the Investment Registration Certificate (the foreign investor approval), through to the Enterprise Registration Certificate (the Certificate of Incorporation) and company stamp/chop, Domicile undertakes all aspects of licensing and company establishment to ensure investors have a transparent and informed process whilst establishing their Vietnamese entity.
Company Licensing Amendments or Capital Transfers
Adding additional business lines, changing investors, adding an operational address, or moving operations, will all require application to the authorities to update business licenses. Vietnamese companies also have an obligation to apply to the authorities to amend licenses when legal representatives change, or their personal details (addresses, for example) change. Domicile assists investors with the amendment processes for company licenses.
Offshore entities – Establishment & Advisory
It is often appropriate for investors into Vietnam to do so via the establishment of an offshore company (for example Singapore or Hong Kong), which can provide efficiency and flexibility with future capital structural decisions (ie, permit changes to investors at the offshore level, without needing to seek approval from Vietnamese authorities). There are potential tax efficiency benefits, as well as treasury opportunities with a well planned market entry strategy using offshore entities for Vietnam. Domicile can provide appropriate advice and assistance with the options for investors.
Company Structuring Advice
General and specific structuring advice can be provided, looking at business lines, existing structures, intended exit strategies, and other opportunities or risks, to ensure that investors have the optimal structure for the current and future needs.
Vietnamese Charter Amendments, Support & Reviews
In Vietnam, the company Charter sets the internal rules and obligations for each company to follow an operate. Where the Charter is no longer appropriate, or where specific situations result in required amendments, Domicile works with investors to determine appropriate changes or new Charter adoption that are relevant to their needs.
Representative Office Establishment & Amendments
Representative Offices in Vietnam can be useful as a vehicle to monitor the market and to provide a formal liaison office in Vietnam. Domicile can advise investors on the requirements and restrictions for representative offices, undertake the establishment of these with the authorities, and undertake any amendments to the license when they arise.
Branch / Address Registrations
Operating out of an additional location, or opening a location in a different Province to that registered, will require companies to register branch/addresses with authorities, potentially requiring additional sub-licenses for the additional locations. Domicile assists investors in understanding the obligations and options with addresses and branches, and can process required applications an amendments with authorities, permitting clients in limited disruptions to their commercial plans.
Winding Up Vietnamese Companies and Representative Offices
The wind up process for Vietnamese companies and Representative Offices can be drawn out and time consuming, primarily due to the tax finalisation and tax clearance required as part of the process. We work with investors to understand their needs, provide realistic timeframes for windups, and to control the process so that they can finalise the wind up in an efficient manner.
Franchise Registration & Support
Specific requirements exist for using franchise systems in Vietnam, and Domicile has experience in consulting and assisting with the registrations and procedures for registering and operating franchises successfully.
Corporate Secretarial & Compliance
Corporate Secretarial obligations in Vietnam are generally different to most other jurisdictions, but the need still exists for preparation of minutes, resolutions and decisions to support corporate and charter obligations, and for ongoing governance and corporate needs. Domicile provides ongoing support for producing appropriate secretarial documentation to meet obligations in a timely and professional manner.
For further information on how Domicile Corporate Services can assist you in Vietnam, please contact
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