Setting Up A Logistics Company In Vietnam

  • 25/07/2019


LHD Law Firm has significant legal experience providing counsel to set up a 100% foreign-owned enterprise, providing Profile to establish 100% foreign-owned enterprise, on behalf of enterprise to apply and process procedure to Government, therefore clients will not waste time doing administrative procedures. Consultancy services of LHD Law Firm ensure procedures fast, safe with the lowest cost. Clients can completely assure and confident when using consulting services to established companies with 100% foreign capital of LHD law firm.

II. Forms of investment into Vietnam of Foreign investor

1. Form of direct investment

Establish 100% domestic-owned enterprise or set up 100% foreign-owned enterprise.

Establish a joint venture organization between domestic investors and foreign investors.

Invest as BCC contract, BOT contract, BTO contract, BT contract.

Invest into Business Development.

Purchase shares or contribute capital to participate in the management of investment activities.

Invest to perform the mergers and acquisitions.

1.1 Invest to build up economic organization

Enterprise is organized and operated under Business Law.

Credit institutions, insurance enterprises, investment funds and other financial institutions in accordance with law; build up wholly-foreign-owned enterprises.

Health services, education, science, culture, sports and other service facilities engage in profitable investment.

Other economic organization as prescribed by law.

In addition to the economic organization as regulated, domestic investors invest to establish cooperatives, unions and cooperatives organized under the Law on Cooperatives; household business in accordance with law.

1.2 Contract Investment

Investors are contracted BCC co-production for profit sharing, production sharing and other forms of business cooperation.

Objects, content of collaboration, business term, rights, obligations and responsibilities of each party, the cooperation between the parties and organizations managed by the parties and specified in the contract.

BCC in the field of search, exploration and exploitation of oil and gas and a number of other resources in the form of a production sharing contract shall comply with the provisions of the Investment Law and other related provisions of law.

Investors contracting BOT, BTO and BT contracts with state agencies authorized to implement the project construction, expansion, modernization and operation of infrastructure projects in the transport sector, manufacturing and trading of electricity, water supply, waste disposal and other areas by the Prime Minister specified. Establish an 100% foreign-owned companies.

Government prescribed fields of investment, conditions, procedures, procedures and methods of implementation of investment projects; rights and obligations of the parties to implement investment projects in the form of BOT, BTO and BT contracts.

1.3 Invest into Business Development

Investors can invest in developing business through the following forms:

Expand the scale, improve productivity, business capacity;

Innovating Technology, improve product quality, reduce environmental pollution.

1.4 Capital contribution, purchase share and merger, acquisition

Investors may contribute capital to purchase shares of the company, branch in Vietnam.

The ratio of capital contribution and share purchase of foreign investors for some fields, lines due to government regulations.

Investors are entitled to merger, acquisition of company, branch.

Conditions of merger and Acquisition Company, subsidiary implement under the provisions of the Law on investment, competition law and other provisions of the relevant legislation.


2. Indirect investment to establish an 100% foreign-owned companies

Investors invest indirectly in Vietnam under the following forms:

Purchase of shares, stocks, bonds and other valuable papers;

Through securities investment funds;

Through other intermediary financial institutions.

Investing through the purchase and sale of shares, stocks, bonds and other valuable papers of organizations, individuals and implementation procedures indirect investment activities under the provisions of the securities legislation and other provisions of relevant legislation.

III. The type of foreign company

1. Limited company establish an 100% foreign-owned companies

Article 38. Limited liability companies with two or more members

1. A limited liability company is an enterprise of which:

a/ Members may be organizations and/or individuals; the total number of members shall not exceed fifty;

b/ Members are responsible for debts and other property liabilities of the enterprise within the amount of capital that they have committed to contribute to the enterprise;

c/ Capital shares of the members may only be transferred in accordance with Articles 43, 44 and 45 of this Law.

2. Limited liability companies shall have a legal person status from the time of receiving the business registration certificates.

3. Limited liability companies shall not be entitled to issue shares.

Article 63. One-member limited liability companies

1. A one-member limited liability company is an enterprise which is owned by one organization or individual (hereinafter referred to as the company owner); the company owner is liable for debts and other property liabilities of the company within the charter capital of the company.

2. A one-member limited liability company shall have the legal person status as from the date of being granted the business registration certificate.

3. A one-member limited liability company shall not be entitled to issue shares.

2. Joint-stock company with 100% foreign-owned companies

Article 77. Joint-stock companies

1. A joint-stock company is an enterprise where:

a/ Its charter capital is divided into equal portions known as shares;

b/ Shareholders may be organizations and/or individuals; the minimum number of shareholders shall be three and shall not be restricted to any particular maximum number;

c/ Its shareholders shall be liable for debts and other property liabilities of such enterprise within the limit of the value of their capital contribution to the enterprise;

d/ Shareholders shall be entitled to freely transfer their shares, except the case specified in Clause 3 of Article 81 or Clause 5 of Article 84 of this Law.

2. A joint-stock company shall have the legal person status from the date it is granted a business registration certificate.

3. A joint-stock company shall be entitled to issue securities of all kinds for capital mobilization.

IV. Application for setting up an 100% foreign-owned companies

LHD will draft all documents for setting up the 100% foreign-owned companies for clients.


V. Consulting services of LHD Law firm for setting up 100% foreign-owned companies

1. Consulting before establishment:

- Legal advice on the type of business for foreign investors to invest in Vietnam according to the WTO commitments;

- Consulting company name: (Optional name and lookup name);

- Consulting company headquarters (under the legal use of business)

- Consult the charter capital: (relevant to the business and the type of business);

- Consulting business lines: (Standardize prescribed by law and WTO)

- Consulting organizational structure and activities of the company);

- Legal counseling on profit sharing, transfer of profits abroad and how to handle the debts incurred;

- Consulting business cooperation contracts or joint venture contract;

2. Implementation on the authorization:

LHD will perform work under the authorization of client at the state agency to conduct registration for issuance of investment certificates include:

- Prepare documents to implement procedures for investment certificates;

- Representing customers filed in state agencies;

- Register the legal stamp;

- On behalf of the client notarized translation of documents and papers relating to ensure the accuracy and progress for the specified client.

3. Consulting after establishment:

- After finishing all procedures, LHD will consult 2-year free for all matters relating to legal provisions…

- Consulting startup (The work is required of a new business, build brand ...)

- Consulting business activity (email, letter, fax);

- Provide legal documents as required (email);

- Drafting internal records of businesses, including charter…

- Minutes of the capital contribution of incorporation, to elect president, to appoint a legal representative, Appointment decision of Directors,

- Appointment of Chief Accountant and Certificate of share ownership, shareholders book, shareholders announcement...

If the client's need:



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