Vision to develop logistics services in Da Nang

Da Nang, with its favorable geographical location, lies on the arterial North-South traffic axis in terms of road, rail, sea and air, is an important traffic gateway of the Central – Central Highlands and is the end point on the East-West Economic Corridor running through Vietnam – Laos – Myanmar – Thailand, converging types of transport from air, seaport, railway, expressway, especially with deep water ports. Therefore, Da Nang has a great potential to develop into a maritime transport center, an important logistics hub to countries in the region.

 

In the economic development orientation and in the Politburo’s Resolution No. 43-NQ/TW dated January 24, 2019 on Da Nang construction and development to 2030, a vision to 2045 defines: Danang will focus on exploiting advantages to soon become a marine economic center, forming logistics service supply chains for the Central and Central Highlands.

To comply with the Resolution, currently, in parallel with the expansion of the port, Da Nang is also actively calling for investment in logistics centers. Of which, 20 hectares in Hoa Vang district, 2 hectares in the north of Da Nang airport, 9.1 hectares in the High-Tech Park. At the same time, promote the early operation of highways Da Nang – Quang Ngai, La Son – Tuy Loan… to awaken potentials, promote trade links, connect industrial zones, economic zones in the region, thereby becoming the driving force to promote the city’s logistics services industry.

In addition, Da Nang will build a new Lien Chieu port as a transport port, Tien Sa port will be a tourist port in order to promote the central role of the international seaport city and urban seaport. According to the Department of Planning and Investment of the city, the Lien Chieu port project is currently completing the environmental impact assessment report, submitting for appraisal and approval of the subdivision planning project 1/2,000. City leaders suggested early appraisal of capital sources and capital balancing capabilities, and proposed to allocate central budget capital to support projects. In the next phases, Lien Chieu port will attract investors in logistics items. This is an important premise for Da Nang to promote the role of a key maritime route in the Central region and a logistics center in the region.

With the above orientation, it is expected that in the coming time, the market of transport services and logistics in the city will develop more vibrantly, raising the quality of services not only in the city but in the region. It is hoped that more companies will invest, set up company and apply for investment certificate in Da Nang in the area of logistics and logistics support.

ANT Lawyers – A Law firm in Vietnam has law offices in Hanoi, Ho Chi Minh City and Da Nang.  The lawyers at each law offices in Vietnam have consistently made valuable and important contributions to our profession through the cases we handled on daily basis to facilitate business transaction or represented our clients to access justice.

 

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Forms of Investment in Vietnam

Foreign investors when setting up business in Vietnam need to be advised by a law firm in Vietnam on forms of investment.

 

According to the Vietnam Law on Investment (2005), foreign investors in Vietnam through direct investment and indirect investment.

The direct investment is when the investor invests its invested capital and participates in the management of the investment activities, includes:

-To establish economic organizations in the form of one hundred per cent (100%) capital of domestic investors or one hundred per cent (100%) capital of foreign investors.

-To establish joint venture economic organizations between domestic and foreign investors.

-To invest in the contractual forms of: BCC, BO, BTO, and BT.

-To invest in business development.

-To purchase shares or to contribute capital in order to participate in management of investment activities.

-To invest in the carrying out of a merger and acquisition of an enterprise.

-To carry out other forms of direct investment.

Foreign investor will be considered for acceptance by the competent authorities and be granted Investment Certificate.

Indirect investment means a form of investment whereby the investor contribute the capital but do not participate directly in the management of the investment activity, includes:

-Purchase of shareholding, shares, bonds and other valuable papers;

-Through securities investment funds;

-Through other intermediary financial institutions.

Types of enterprise for foreign investors to invest in Vietnam

1. Limited Liability Company

Limited Liability Company is a form of enterprise which is established by contributing of members.  A member shall be liable for the debts and other property obligations of the enterprise within the amount of capital that it has undertaken to contribute to the enterprise.

Limited liability companies are regulated by two types:

-One member Limited Liability Company is an enterprise owned by one organization or individual;

-Limited Liability Company with two or more members is an enterprise owned by organizations or individuals, in which the number of members shall not less than two members and not exceed fifty.

Organizational and management structure of Limited Liability Company normally comprise of a Member’s Council, General Director or Director.

2.Joint Stock Company

Joint Stock Company is an enterprise which has charter capital divided into equal portions called shares.   The minimum number of shareholders shall be three and there shall be no restriction on the maximum number.

Shareholders shall be liable for the debts and other property obligations of the enterprise only within the amount of capital contributed to the enterprise.

Joint Stock Companies may issue all types of securities to raise funds.  Founding shareholders must together register to subscribe at least twenty per cent (20%) of the number of ordinary shares which may be offered for sale.

The main difference between Joint Stock Company and Limited Liability Company is the Joint Stock Company can raise funds by offering shares or securities.  In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company.  Management system of Joint Stock Company is more complicated than Liability Company.

3. Partnership

A partnership is an enterprise which must be at least two members being co-owners of the company jointly conducting business under one common name.  In addition to unlimited liability partners, there may be limited liability partners.

Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all of their assets.  Limited liability partners shall only be liable for the debts of the company to the extent of the amount of capital they have contributed to the company.

4. Representative Office of foreign trader

A foreign business entity or a foreign trader is allowed to establish Representative Office in Vietnam.

Representative office of a foreign business entity in Vietnam (referred as “Representative Office”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to survey markets and to undertake a number of commercial enhancement activities permitted by the law of Vietnam.

Representative Office will need to apply and obtain the establishment license; and have a seal bearing the name of the representative office.

Representative Office is not allowed to directly conduct profit making activities in Vietnam (i.e: the execution of contracts, direct payment or receipt of funds, sale or purchase of goods, or provision of services), but the representative Office is permitted to:

-To operate strictly in accordance with the purposes, scope and duration stated in the license for establishment of such representative office;

-To rent offices and to lease or purchase the equipment and facilities necessary for the operation of the Representative Office;

-To recruit Vietnamese and foreign employees to work for the Representative Office in accordance with the law of Vietnam;

-To open accounts in foreign currency and in Vietnamese Dong sourced from foreign currency at banks which are licensed to operate in Vietnam, and to use such accounts solely for the operation of the Representative Office.

5. Branch of foreign trader

The Branch of a foreign business entity in Vietnam (referred as “The Branch”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to enter into contracts in Vietnam and conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

The Branch will need to apply and obtain the establishment license; and have a seal bearing the name of the Branch.

The Branch is permitted to conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

6. The investing measures by signing Contracts

Business co-operation contract (BCC) means the investment form signed between investors in order to co-operate in business and to share profits or products without creating a legal entity.

Build-operate-transfer contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; and, upon expiry of the duration, the investor shall, without compensation, transfer such facility to the State of Vietnam.

Build-transfer-operate contract (BTO) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall grant the investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

Build-transfer contract (BT) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall create conditions for the investor to implement another project in order to recover the invested capital and gain profits or to make a payment to the investor in accordance with an agreement in the BT contract.

Foreign investors may sign BOT, BT and BTO contracts with a competent State body to implement infrastructure construction projects in Vietnam. Typically, the contracts are for projects in the fields of transportation, electricity production, water supply, drainage and waste treatment.

The rights and obligations of the foreign investor will be regulated by the signed BOT, BT and BTO contract. The Government encourages both public- and private-sector investors to participate in BOT, BTO and BT in the following sectors:

(i) Construction, operation and management of brand-new infrastructure facilities; and

(ii) Renovation, expansion, modernization, operation and management of the existing infrastructure facilities such as:

-Roads, bridges, tunnels, and ferry landings;

-Railway bridges and railway tunnels;

-Airports, seaports and river ports;

-Clean water supply systems; sewage systems;

-Wastewater, waste collecting and handling systems;

-Power plants and power transmission lines;

-Infrastructure works of health service, education, training, career training, culture, sport and offices of State agencies; and

-Other projects as may be determined by the Prime Minister

 

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Note on Setting up a Representative Office in Vietnam

Setting up a representative office is considered one of the simplest forms of investment in Vietnam.

 

The representative office will help the foreign trader to lease office, hire people, open bank account, and promote the business activities in Vietnam market. The chief representative if being foreigner will then could apply for work permit and temporary residence card to stay in Vietnam.  There is no income tax as the representative office therefore the liability to maintain a representative office is less hassle.  When the purpose of setting up representative office in Vietnam has been achieved, the closing down of the business shall be not as challenging as closing down a company.

According to Vietnam laws, representative office is a dependent unit, representing the foreign entity’s interests in Vietnam. Representative office is established by foreign entities to help them liaise, implement research activities, provide information and support them in seeking new partners as well as having understanding of the new market.

The foreign entity has to meet certain conditions before setting up representative office in Vietnam. It has rights and duties in accordance with Vietnam laws.

When preparing the application for license of representative office in Vietnam, the foreign entities have to note the following.

Prepare the application forms

The application forms as issued by Ministry of Industry and Trade. The application must be signed by legal representative of the foreign entity;

Notarize, legalize and authenticate documents

The foreign entity has to prepare and provide business registration certificate, audited financial report, charter, and office lease memorandum of understanding, passport of the legal representatives of the Representative Office in Vietnam. The documents issued in foreign countries have to be notarized, legalized and authenticated (apostille procedures) in accordance with Vietnam laws to be used in Vietnam. If the business registration certificate or alternative documents have expiry date for business entity’s operation, the remaining time must be at least one year;

Who should be the chief representative?

The Chief Representative of the Representative Office in Vietnam must be different from the Director of the foreign entity.

How long does it take?

It would take around 20 business days since application until receiving the business operation registration of representative office.

ANT Lawyers – A Law firm in Vietnam has law offices in Hanoi, Ho Chi Minh City and Da Nang.  The lawyers at each law offices in Vietnam have consistently made valuable and important contributions to our profession through the cases we handled on daily basis to facilitate business transaction or represented our clients to access justice.

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What Procedures for Conciliation and Settlement of Land Dispute?

Land dispute is one of the most complicated problems which arises regularly in daily life in Vietnam. Land dispute is very diverse, which may be dispute over land use right, ownership of house attached to land use right related to inheritance, divorce, transfer and transformation transaction, leasing, sub-leasing, mortgage, etc.

 

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What is land dispute?

Land dispute means a dispute over the rights and obligations of land users among two or more parties in a land relationship.

In case of conflict over land, what should parties do to settle dispute? Land dispute can be settled in two resolutions, in court or settlement procedures at state administrative agencies.

Firstly, no matter what resolution parties choose, conciliation procedure at commune-level People’s Committee of the locality where the disputed land is located is mandatory condition and procedure. In particular, if conciliation by parties can not be achieved, the parties may send a petition for conciliation to the commune-level People’s Committee of the locality where the disputed land is located. The conciliation procedure carried out at the commune-level People’s Committees shall be completed within 45 days from the date which the commune-level People’s Committees receives a petition for settlement of land dispute. The conciliation may take place only when all the disputing parties are present. If any of the disputing parties is absent for the second time, the conciliation shall be regarded as unsuccessful.

If the conciliation at a commune-level People’s Committee fails, land dispute shall be settled according to one of the following two cases. Firstly, the land dispute in which the party possesses a certificate or any of the papers prescribed in Article 100 of Land law and the dispute over assets attached to land shall be settled by the People’s Court. Secondly, regarding the land dispute in which the party does not possess above papers, the parties may choose between the following two options of settlement: filing a written request for dispute settlement with a competent People’s Committee or filing a lawsuit with a competent People’s Court in accordance with the law on civil procedures.

Regarding the second case, when the party choose to settle at competent People’s Committee, the chairperson of the district-level People Committee is responsible for the settlement of disputes among households, individuals and communities. If the parties disagree with the settlement decision, they are entitled to claim with the chairperson of the provincial-level People’s Committee or to file a lawsuit at a People’s Court in accordance with the law on administrative procedures.

In case one party is an organization, a religious institution, an overseas Vietnamese or a foreign-invested enterprise, the chairperson of the provincial-level People’s Committee is responsible for the settlement. If the parties disagree with the settlement decision, they are entitled to file claim with the Minister of Natural Resources and Environment or to file a lawsuit with a People’s Court in accordance with the law on administrative procedures. It should be noted that the legally effective decision on dispute settlement must be strictly abided by the parties. If the parties fail to comply, the decision shall be enforced.

The settlement of land disputes in which the disputing parties have no certificate or any of the papers prescribed in Article 100 of the Land Law and Article 18 of Decree 43/2014/ND-CP detailing a number of articles of the land law shall be based on the following grounds: Evidences on the origin and use process of the land presented by the disputing parties; Actual land areas currently used by the parties in addition to the disputed land area and the average land area per household member in the locality; Conformity of the current use status of the disputed land with land use plans already approved by competent state agencies; Preferential treatment policies toward persons with meritorious services to the State; Regulations on land allocation, land lease and land use rights recognition.

It is suggest to consult with land dispute lawyers in Vietnam for advice and reprentation at early stage for dispute avoidance or dispute resolution.

 

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Benefits of Investors to Set-up Business in Ho Chi Minh City

Ho Chi Minh City offers many benefits for foreign companies to do business and invest.

The population of Ho Chi Minh City is of more than 10 mil, earning a higher average income than other part of the country. Consumer retail has found Ho Chi Minh City as an attractive market for investment in retail shops, malls, introducing quality consumer goods to the local.

 

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Ho Chi Minh City offers adequate infrastructure such as the Sai Gon port systems, deep seaport access from Vung Tau port systems, Tan Son Nhat international airport, and possible Long Thanh international airport project, Saigon railway station, the expressways, etc, connecting the city to neighbouring countries in the region and other part of the world. Through setting up factories in industrial zones, processing zones, local and international manufacturing companies could take advantage of high quality labor resources at reasonable cost and move the finished goods to final destinations in US, EU with reasonable lead-time and expenses. Consequently, the city has become leading industrial city of Vietnam, contributing more than 30% industrial production, 30% GPD and 30% national income to the country’s total.

Ho Chi Minh City is also a financial center, which the biggest stock exchange is located.  Many corporations, and investment companies has chosen Ho Chi Minh City to set-up management and investment offices to search for opportunities,conduct Merger and Acquisitions and other business transactions, to leverage the annual growth of the country at more than 6%.

At the same time, the city government has been improving policies to support the removal of difficulties for foreign-invested enterprises investing in Vietnam  through fixing administrative procedures to shorten the administrative process, saving time for investors, offering “one-stop” mechanism at the main state agencies.

Our professional consultants and lawyers have assisted a number of foreign companies and individuals to conduct transactions, set-up companies, make investment through M&A, and actively involve in the development of Ho Chi Minh City in particular and the whole country. Let’s ANT Lawyers – Law firm in Vietnam helps your business!

 

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Export and Import of Cosmetic Procedures in Vietnam

Export and import of cosmetics have to follow procedures provided by Vietnam regulations on cosmetics.

For exporting cosmetic

Export of cosmetic must be implemented at the Customs agency in accordance with the current law regulation and the import country’s requirements.

 

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The exporter needs to obtain the Certificate of Free Sale (CFS) as regulated. CFS is issued when such domestic cosmetic is issued the cosmetic product proclamation receipt number by competent state management agency. Moreover, the export trader must register the trader file at the Health department where having cosmetic manufacturing plant and  make CFS issuing procedure for export cosmetic goods. The Health department in central-affiliated cities and provinces are competent agencies in issuing and managing CFS of export cosmetics which are manufactured in that area (where the manufacturing plant is located).The CFS issuing request file includes:

The CFS issuing request must be fully regularly enumerated;

The copy of the cosmetic product proclamation report has been issued the receipt No (the copy sealed by trader who suggest for the CFS granting).

For importing cosmetic

Enterprises are only allowed to import the cosmetic into Vietnam when presenting to the Customs agency the valid receipt number of cosmetic product proclamation report which has been issued by the Medicine Management Department – the Health Ministry. However, Vietnam law also provides import of cosmetic in some special situations which are not obligated to implement the cosmetic product proclamation as the following:

Organization or individual who imports cosmetic in order to study and experiment;

The organizations, individuals who receive cosmetic as gifts;

The organizations, individuals who imports cosmetic for displaying at fair, gallery and other temporary import for re-export situations.

This publication is designed to provide updated information of legal matters, and does not constitute professional advice

 

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The Flow of Korean FDI into The Central Region and Highlands of Vietnam

According to the Foreign Investment Agency (Ministry of Planning and Investment), nearly 4.4 billion USD has been invested by Korean businesses in the Central Region and Highlands so far.

In mid-December 2020, LG Electronics (Korea) put LG VS Research Center into operation at DITP building – Trung Nam Land (Da Nang). This is the third center in Vietnam that LG has established, after the centers in Hanoi and Ho Chi Minh City.

 

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According to Vice Chairman of Da Nang City People’s Committee, recently, the city has received the attention of Korean businesses and investors. The most recent is the ICT Vina II medical equipment factory project of ICT Vina Company in Da Nang Hi-Tech Park, with a total investment of 60 million USD. This is one of the typical foreign direct investment (FDI) projects of Korean investors in the Central Region – Highlands of Vietnam.

According to the director of the Korea Trade-Investment Promotion Agency (Kotra) in Da Nang, in previous years, Korean businesses were interested in investing in the tourism sector in Da Nang, but in recent years, they pay much attention to the field of processing, manufacturing and outsourcing technology.

In Da Nang, as of November 2020, Korea is the foreign investor with the most number of projects, with 232 projects, total registered capital of 376 million USD, focusing in the fields of services, real estate, industrial production and information technology.

In fact, in terms of FDI inflows from Korea in the Central Region, it must be mentioned the appearance of the Doosan Vina brand in Dung Quat Economic Zone (Quang Ngai). This is the first FDI enterprise, also the most successful enterprise today in the heavy industry sector in Quang Ngai.

With the estimated revenue of 200 million USD/year, Doosan Vina makes a great contribution to the budget revenue and enhances the export value of Quang Ngai. Doosan Vina is creating jobs for about 2,000 employees, of which over 85% are Quang Ngai citizen.

Binh Dinh is also a locality that has been interested by Korean businesses recently. According to the Center for Investment Promotion of Binh Dinh Province, the projects coming from Korean investors are the 70 million USD solar power projects invested by QN Korea Energy Company; Project of high-tech pork farm of New Hop Livestock Company Limited, invested nearly 5 million USD; Wesbrook Vietnam wood processing factory project, invested USD 2.5 million…

In the Central Region – Highlands of Vietnam, in the first 9 months of 2020, Korea is the leading partner in terms of total registered capital in the region, reaching 79.41 million USD with 23 new projects, focusing on processing sectors, manufacturing, technological expertise, accommodation and catering services.

Accumulated to date, Korea is second only to Singapore in this area. Korean enterprises are present in most of the strong sectors and fields of localities such as heavy industry, real estate, tourism, textiles, manufacturing, processing and investment in industrial zone infrastructure.

With the potentials of strategic location, natural resources, abundant human resources, an increasingly complete infrastructure system, the advantage of developing tourism real estate with a series of cultural heritages, long and beautiful coastlines… Combined with new strengths such as trade and investment agreements, breakthrough investment incentive mechanisms and policies, many provinces in the Central Region – Highlands are becoming trust and safety investment destinations of foreign investors, especially Korean businesses.

 

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