IVLF LLC has been awarded and recognized by APAC Insider 2023

IVLF LLC is pleased to announce that our firm and respected partner have been recognized and awarded by APAC Insider 2023, a longstanding publication operated by AI-Global Media, a UK-based publishing group. This recognition has demonstrated our exceptional expertise and practical experience to our esteemed clients, as well as marked a remarkable milestone in consolidating the client’s trust in our high-profile and landmark advisory services.

Following that, we are honored to congratulate Mr. Nguyen Trung Nghia, a distinguished legal expert of our firm in Foreign Investment, M&A, Finance, and Restructuring, for being awarded the “Most Innovative Legal Advisor 2023 (Vietnam)”. Together with that, our firm was awarded “Best International Tax & Legal Advisory 2023” and “Best Foreign Investment Advisors 2023 – South East Asia” as well.

IVLF LLC and Mr. Nguyen Trung Nghia have achieved the prestigious “Most Innovative Legal Advisor 2023 (Vietnam) and “Best Foreign Investment Advisors 2023 – South East Asia in the APAC Legal Awards 2023!

The triple-award win in APAC Insider 2023 is the recognition of IVLF LLC and Mr. Nguyen Trung Nghia’s devotion to delivering the most innovative legal guidance, solutions, and support to our esteemed clients. IVLF LLC could not have done it without our team of innovative and dedicated experts and our esteemed client’s trust. These awards are the motivation for IVLF LLC and continue to be clients’ trustworthy companions. We would like to express our sincere gratitude to our clients and partners for their continued trust and support. It is through their collaboration that we are able to achieve such remarkable milestones.

Once again, congratulations to Mr. Nguyen Trung Nghia, and our firm’s tirelessly attempting professionals and lawyers at IVLF LLC for their well-deserved recognition.

For a complete list of winning firms and individuals, please visit the Apac Insider website.

IVLF LLC has been awarded and recognized by APAC Insider 2023

IVLF LLC is pleased to announce that our firm and respected partner have been recognized and awarded by APAC Insider 2023, a longstanding publication operated by AI-Global Media, a UK-based publishing group. This recognition has demonstrated our exceptional expertise and practical experience to our esteemed clients, as well as marked a remarkable milestone in consolidating the client’s trust in our high-profile and landmark advisory services.

Following that, we are honored to congratulate Mr. Nguyen Trung Nghia, a distinguished legal expert of our firm in Foreign Investment, M&A, Finance, and Restructuring, for being awarded the “Most Innovative Legal Advisor 2023 (Vietnam)”. Together with that, our firm was awarded “Best International Tax & Legal Advisory 2023” and “Best Foreign Investment Advisors 2023 – South East Asia” as well.

IVLF LLC and Mr. Nguyen Trung Nghia have achieved the prestigious “Most Innovative Legal Advisor 2023 (Vietnam) and “Best Foreign Investment Advisors 2023 – South East Asia in the APAC Legal Awards 2023!

The triple-award win in APAC Insider 2023 is the recognition of IVLF LLC and Mr. Nguyen Trung Nghia’s devotion to delivering the most innovative legal guidance, solutions, and support to our esteemed clients. IVLF LLC could not have done it without our team of innovative and dedicated experts and our esteemed client’s trust. These awards are the motivation for IVLF LLC and continue to be clients’ trustworthy companions. We would like to express our sincere gratitude to our clients and partners for their continued trust and support. It is through their collaboration that we are able to achieve such remarkable milestones.

Once again, congratulations to Mr. Nguyen Trung Nghia, and our firm’s tirelessly attempting professionals and lawyers at IVLF LLC for their well-deserved recognition.

For a complete list of winning firms and individuals, please visit the Apac Insider website.

IVLF LLC has been awarded and recognized by APAC Insider 2023

IVLF LLC is pleased to announce that our firm and respected partner have been recognized and awarded by APAC Insider 2023, a longstanding publication operated by AI-Global Media, a UK-based publishing group. This recognition has demonstrated our exceptional expertise and practical experience to our esteemed clients, as well as marked a remarkable milestone in consolidating the client’s trust in our high-profile and landmark advisory services.

Following that, we are honored to congratulate Mr. Nguyen Trung Nghia, a distinguished legal expert of our firm in Foreign Investment, M&A, Finance, and Restructuring, for being awarded the “Most Innovative Legal Advisor 2023 (Vietnam)”. Together with that, our firm was awarded “Best International Tax & Legal Advisory 2023” and “Best Foreign Investment Advisors 2023 – South East Asia” as well.

IVLF LLC and Mr. Nguyen Trung Nghia have achieved the prestigious “Most Innovative Legal Advisor 2023 (Vietnam) and “Best Foreign Investment Advisors 2023 – South East Asia in the APAC Legal Awards 2023!

The triple-award win in APAC Insider 2023 is the recognition of IVLF LLC and Mr. Nguyen Trung Nghia’s devotion to delivering the most innovative legal guidance, solutions, and support to our esteemed clients. IVLF LLC could not have done it without our team of innovative and dedicated experts and our esteemed client’s trust. These awards are the motivation for IVLF LLC and continue to be clients’ trustworthy companions. We would like to express our sincere gratitude to our clients and partners for their continued trust and support. It is through their collaboration that we are able to achieve such remarkable milestones.

Once again, congratulations to Mr. Nguyen Trung Nghia, and our firm’s tirelessly attempting professionals and lawyers at IVLF LLC for their well-deserved recognition.

For a complete list of winning firms and individuals, please visit the Apac Insider website.

Did you know how to open a company in USA from Vietnam?

Currently, there is a growing interest among individuals and companies based in Vietnam to invest in the United States of America. This includes setting up a subsidiary company in the USA, acquiring shares or equity in a US-based company, and even establishing a branch or representative office in the country. If you are interested in opening a company in the USA, this article will provide you with some useful guidance on how to open a company in USA from Vietnam.

Selecting a State in the USA

The United States of America has a diverse legal landscape, with each state having its own legal system that governs various regulations. It is essential to keep in mind the state in which you plan to open a company in USA before considering opening a business in the USA.

To register your company’s business in the United States, you shall first file to register your company in that state. For instance, like in California, you shall file either an Application to Register a Foreign Limited Liability Company (LLC) or a Statement and Designation – Out-Of-State Stock Corporation with the California Secretary of State (SOS).

Documents and information required to register

To complete the application to open a company in USA, you typically need to provide:

• the name of your company as registered in the state where it was organized
• if necessary, an alternate name that your company will use in California (necessary if your company’s original name or something very similar is already being used by a California registered business, or the original name does not include words such as “Limited Liability Company” or an abbreviation such as “LLC“)
• the state where your company was formed
• the date on which your company was formed
• a statement that your company currently is allowed to conduct business in the state where it was formed
• the name and street address of your company’s registered agent
• the street address of your company’s principal office
• the street address of your company’s principal office in the chosen U.S. state, if any
• the mailing address of your company’s principal office, if different from its street address, and
• a signature from the authorized person (e.g. general manager or Chief Executive Officer).

You must include a certificate of good standing with your application. The certificate must have been issued within the last six (6) months by the governmental agency where your company was formed (usually a secretary of state in the state where your company is incorporated).

Registration fees

Most states in the United States, especially California, allow you to file by online application (most common) or mail. The basic filing fees vary among the U.S. states, e.g., in California, the filing fee is $70 for an LLC and $100 for a stock corporation.

Post-Incorporation Proceedings

Once you have qualified your foreign entity to do business in a U.S. state, technically you are free to transact business in that state. However, practically speaking, in order to do any real business in that state (or anywhere in the US), you will need to obtain a Federal Employer Identification Number (a “FEIN”) from the United States Internal Revenue Service (the “IRS”).

A FEIN is your company’s taxpayer identification number; essentially your company’s identity number in the United States (the company equivalent of a Social Security Number issued to individual US taxpayers).

In addition to being used to file US and state tax reports, the FEIN is required by all American banks in order to open a bank account and is also necessary to obtain employer identification numbers and accounts required by most states. As such, without a FEIN, you are pretty much stalled.

Proceedings To Be Conducted in Vietnam.

Apart from the necessary steps to open a company in the USA, there are also some essential procedures that you need to go through in Vietnam. These include obtaining an offshore investment registration certificate from the Ministry of Planning and Investment of Vietnam and fulfilling the registration for foreign exchange transactions in relation to offshore investment activities, which must be approved by the State Bank of Vietnam.

The above advice is preliminary, and we encourage you to contact us for more information at finnnguyen@ivlf-lawyer.com. At IVLF LLC, we have extensive experience and expertise and can tailor our services to meet your specific needs. In Vietnamese legislation, we have Mr. Nguyen Trung Nghia, who is currently the managing partner of the firm, and in the US legislation, we have a US-practicing Counsel, Nguyen Duc Nguyen Vy, who is well-versed in US legislation and well-trained in US-based reputable law schools and can assist you with the initial establishment proceedings as required.

Did you know how to open a company in USA from Vietnam?

Currently, there is a growing interest among individuals and companies based in Vietnam to invest in the United States of America. This includes setting up a subsidiary company in the USA, acquiring shares or equity in a US-based company, and even establishing a branch or representative office in the country. If you are interested in opening a company in the USA, this article will provide you with some useful guidance on how to open a company in USA from Vietnam.

Selecting a State in the USA

The United States of America has a diverse legal landscape, with each state having its own legal system that governs various regulations. It is essential to keep in mind the state in which you plan to open a company in USA before considering opening a business in the USA.

To register your company’s business in the United States, you shall first file to register your company in that state. For instance, like in California, you shall file either an Application to Register a Foreign Limited Liability Company (LLC) or a Statement and Designation – Out-Of-State Stock Corporation with the California Secretary of State (SOS).

Documents and information required to register

To complete the application to open a company in USA, you typically need to provide:

• the name of your company as registered in the state where it was organized
• if necessary, an alternate name that your company will use in California (necessary if your company’s original name or something very similar is already being used by a California registered business, or the original name does not include words such as “Limited Liability Company” or an abbreviation such as “LLC“)
• the state where your company was formed
• the date on which your company was formed
• a statement that your company currently is allowed to conduct business in the state where it was formed
• the name and street address of your company’s registered agent
• the street address of your company’s principal office
• the street address of your company’s principal office in the chosen U.S. state, if any
• the mailing address of your company’s principal office, if different from its street address, and
• a signature from the authorized person (e.g. general manager or Chief Executive Officer).

You must include a certificate of good standing with your application. The certificate must have been issued within the last six (6) months by the governmental agency where your company was formed (usually a secretary of state in the state where your company is incorporated).

Registration fees

Most states in the United States, especially California, allow you to file by online application (most common) or mail. The basic filing fees vary among the U.S. states, e.g., in California, the filing fee is $70 for an LLC and $100 for a stock corporation.

Post-Incorporation Proceedings

Once you have qualified your foreign entity to do business in a U.S. state, technically you are free to transact business in that state. However, practically speaking, in order to do any real business in that state (or anywhere in the US), you will need to obtain a Federal Employer Identification Number (a “FEIN”) from the United States Internal Revenue Service (the “IRS”).

A FEIN is your company’s taxpayer identification number; essentially your company’s identity number in the United States (the company equivalent of a Social Security Number issued to individual US taxpayers).

In addition to being used to file US and state tax reports, the FEIN is required by all American banks in order to open a bank account and is also necessary to obtain employer identification numbers and accounts required by most states. As such, without a FEIN, you are pretty much stalled.

Proceedings To Be Conducted in Vietnam.

Apart from the necessary steps to open a company in the USA, there are also some essential procedures that you need to go through in Vietnam. These include obtaining an offshore investment registration certificate from the Ministry of Planning and Investment of Vietnam and fulfilling the registration for foreign exchange transactions in relation to offshore investment activities, which must be approved by the State Bank of Vietnam.

The above advice is preliminary, and we encourage you to contact us for more information at finnnguyen@ivlf-lawyer.com. At IVLF LLC, we have extensive experience and expertise and can tailor our services to meet your specific needs. In Vietnamese legislation, we have Mr. Nguyen Trung Nghia, who is currently the managing partner of the firm, and in the US legislation, we have a US-practicing Counsel, Nguyen Duc Nguyen Vy, who is well-versed in US legislation and well-trained in US-based reputable law schools and can assist you with the initial establishment proceedings as required.

Did you know how to open a company in USA from Vietnam?

Currently, there is a growing interest among individuals and companies based in Vietnam to invest in the United States of America. This includes setting up a subsidiary company in the USA, acquiring shares or equity in a US-based company, and even establishing a branch or representative office in the country. If you are interested in opening a company in the USA, this article will provide you with some useful guidance on how to open a company in USA from Vietnam.

Selecting a State in the USA

The United States of America has a diverse legal landscape, with each state having its own legal system that governs various regulations. It is essential to keep in mind the state in which you plan to open a company in USA before considering opening a business in the USA.

To register your company’s business in the United States, you shall first file to register your company in that state. For instance, like in California, you shall file either an Application to Register a Foreign Limited Liability Company (LLC) or a Statement and Designation – Out-Of-State Stock Corporation with the California Secretary of State (SOS).

Documents and information required to register

To complete the application to open a company in USA, you typically need to provide:

• the name of your company as registered in the state where it was organized
• if necessary, an alternate name that your company will use in California (necessary if your company’s original name or something very similar is already being used by a California registered business, or the original name does not include words such as “Limited Liability Company” or an abbreviation such as “LLC“)
• the state where your company was formed
• the date on which your company was formed
• a statement that your company currently is allowed to conduct business in the state where it was formed
• the name and street address of your company’s registered agent
• the street address of your company’s principal office
• the street address of your company’s principal office in the chosen U.S. state, if any
• the mailing address of your company’s principal office, if different from its street address, and
• a signature from the authorized person (e.g. general manager or Chief Executive Officer).

You must include a certificate of good standing with your application. The certificate must have been issued within the last six (6) months by the governmental agency where your company was formed (usually a secretary of state in the state where your company is incorporated).

Registration fees

Most states in the United States, especially California, allow you to file by online application (most common) or mail. The basic filing fees vary among the U.S. states, e.g., in California, the filing fee is $70 for an LLC and $100 for a stock corporation.

Post-Incorporation Proceedings

Once you have qualified your foreign entity to do business in a U.S. state, technically you are free to transact business in that state. However, practically speaking, in order to do any real business in that state (or anywhere in the US), you will need to obtain a Federal Employer Identification Number (a “FEIN”) from the United States Internal Revenue Service (the “IRS”).

A FEIN is your company’s taxpayer identification number; essentially your company’s identity number in the United States (the company equivalent of a Social Security Number issued to individual US taxpayers).

In addition to being used to file US and state tax reports, the FEIN is required by all American banks in order to open a bank account and is also necessary to obtain employer identification numbers and accounts required by most states. As such, without a FEIN, you are pretty much stalled.

Proceedings To Be Conducted in Vietnam.

Apart from the necessary steps to open a company in the USA, there are also some essential procedures that you need to go through in Vietnam. These include obtaining an offshore investment registration certificate from the Ministry of Planning and Investment of Vietnam and fulfilling the registration for foreign exchange transactions in relation to offshore investment activities, which must be approved by the State Bank of Vietnam.

The above advice is preliminary, and we encourage you to contact us for more information at finnnguyen@ivlf-lawyer.com. At IVLF LLC, we have extensive experience and expertise and can tailor our services to meet your specific needs. In Vietnamese legislation, we have Mr. Nguyen Trung Nghia, who is currently the managing partner of the firm, and in the US legislation, we have a US-practicing Counsel, Nguyen Duc Nguyen Vy, who is well-versed in US legislation and well-trained in US-based reputable law schools and can assist you with the initial establishment proceedings as required.

Did you know how to open a company in USA from Vietnam?

Currently, there is a growing interest among individuals and companies based in Vietnam to invest in the United States of America. This includes setting up a subsidiary company in the USA, acquiring shares or equity in a US-based company, and even establishing a branch or representative office in the country. If you are interested in opening a company in the USA, this article will provide you with some useful guidance on how to open a company in USA from Vietnam.

Selecting a State in the USA

The United States of America has a diverse legal landscape, with each state having its own legal system that governs various regulations. It is essential to keep in mind the state in which you plan to open a company in USA before considering opening a business in the USA.

To register your company’s business in the United States, you shall first file to register your company in that state. For instance, like in California, you shall file either an Application to Register a Foreign Limited Liability Company (LLC) or a Statement and Designation – Out-Of-State Stock Corporation with the California Secretary of State (SOS).

Documents and information required to register

To complete the application to open a company in USA, you typically need to provide:

• the name of your company as registered in the state where it was organized
• if necessary, an alternate name that your company will use in California (necessary if your company’s original name or something very similar is already being used by a California registered business, or the original name does not include words such as “Limited Liability Company” or an abbreviation such as “LLC“)
• the state where your company was formed
• the date on which your company was formed
• a statement that your company currently is allowed to conduct business in the state where it was formed
• the name and street address of your company’s registered agent
• the street address of your company’s principal office
• the street address of your company’s principal office in the chosen U.S. state, if any
• the mailing address of your company’s principal office, if different from its street address, and
• a signature from the authorized person (e.g. general manager or Chief Executive Officer).

You must include a certificate of good standing with your application. The certificate must have been issued within the last six (6) months by the governmental agency where your company was formed (usually a secretary of state in the state where your company is incorporated).

Registration fees

Most states in the United States, especially California, allow you to file by online application (most common) or mail. The basic filing fees vary among the U.S. states, e.g., in California, the filing fee is $70 for an LLC and $100 for a stock corporation.

Post-Incorporation Proceedings

Once you have qualified your foreign entity to do business in a U.S. state, technically you are free to transact business in that state. However, practically speaking, in order to do any real business in that state (or anywhere in the US), you will need to obtain a Federal Employer Identification Number (a “FEIN”) from the United States Internal Revenue Service (the “IRS”).

A FEIN is your company’s taxpayer identification number; essentially your company’s identity number in the United States (the company equivalent of a Social Security Number issued to individual US taxpayers).

In addition to being used to file US and state tax reports, the FEIN is required by all American banks in order to open a bank account and is also necessary to obtain employer identification numbers and accounts required by most states. As such, without a FEIN, you are pretty much stalled.

Proceedings To Be Conducted in Vietnam.

Apart from the necessary steps to open a company in the USA, there are also some essential procedures that you need to go through in Vietnam. These include obtaining an offshore investment registration certificate from the Ministry of Planning and Investment of Vietnam and fulfilling the registration for foreign exchange transactions in relation to offshore investment activities, which must be approved by the State Bank of Vietnam.

The above advice is preliminary, and we encourage you to contact us for more information at finnnguyen@ivlf-lawyer.com. At IVLF LLC, we have extensive experience and expertise and can tailor our services to meet your specific needs. In Vietnamese legislation, we have Mr. Nguyen Trung Nghia, who is currently the managing partner of the firm, and in the US legislation, we have a US-practicing Counsel, Nguyen Duc Nguyen Vy, who is well-versed in US legislation and well-trained in US-based reputable law schools and can assist you with the initial establishment proceedings as required.

How legally a no-legal-provision business model works in Vietnam?

Vietnam’s economy has been rapidly growing in recent years, positioning itself as one of the fastest-growing economies in Southeast Asia. The country’s business environment is highly dynamic, making it an attractive destination for entrepreneurs and investors worldwide. In the other words, Vietnam’s market is highly competitive, and many businesses are introducing new and attractive business models to stay ahead of their competitors. These companies often task their personnel with creating innovative business models that will generate higher profits.

However, the constant development of new business models often means that they operate in a legal gray area, which can be a concern for foreign investors. Foreign investors often have concerns about the risks associated with conducting business in Vietnam. They may wonder about the legal framework surrounding their business model and which Vietnamese laws will apply to their company. If there is no specific provision in Vietnamese legislation that applies to their business model, they may be uncertain about how it will be affected and if it will be in compliance with Vietnamese laws.

Therefore, when developing these new business models, they also prioritize compliance with Vietnamese laws to avoid any legal risks. They strive to ensure that their business models are legally sound and adhere to Vietnamese regulations. In this article, we will discuss the above in the following:

Some Practically Recommendations in Vietnam

Choosing a suitable business line and comprehending the legal framework of Vietnamese laws for that specific business line is the initial and crucial step. This helps to determine the legality of the business model, which options can be implemented, and whether the foreign ownership ratio needs to be adjusted.

Furthermore, consultation with legislators and relevant ministries can be helpful to gain insight into whether there is a clear foundation for implementing the business model. These consultations can be conducted on a no-name and unofficial basis to avoid any potential legal complications.

If the chosen business line has no restrictions on foreign ownership ratio, the registration process involves adding the new business line at the provincial Department of Planning and Investment.

If restricted by the foreign ownership ratio, investors have two options. They can either partner with a local individual or a Vietnam-owned entity to operate the business line and then convert their current company form. Alternatively, they can partner with a local entity to establish a new company, in which both parties will own shares/capital contributions in proportion to their agreement. The new company can be established as either a multi-member limited liability company or a joint-stock company, depending on their mutual decision and objectives. This will enable them to operate the business model in compliance with Vietnamese laws.

In order to proceed with the above proposal, investors may need to follow certain procedures, including but not limited to:

(i) Preparing corporate internal approvals for doing the company’s new business;
(ii) Preparing sets of relevant documents and application dossiers to implement the new business model;
(iii) Registering to add the new business line at the provincial Department of Planning and Investment;
(iv) Transforming the corporate form of the company or incorporating a newly established company;
(v) Obtaining the necessary approvals, permits, and licenses from the competent licensing authorities before its commencement of operation.

Depending on the corporate form chosen, the highest-level administrative body will make decisions and assign a legal representative to prepare the application dossiers for submission to the competent licensing authorities. This administrative body can be the owner of a single-member company limited, the members’ committee of a multi-member company limited, or the general shareholders of a joint-stock company. The application dossiers will be submitted to the provincial Department of Planning and Investment or other competent licensing authorities as required.

In Conclusion

Understanding the legal framework for new business models in Vietnam is essential for entrepreneurs and investors who want to maximize the potential benefits of their ventures. By complying with registration and licensing requirements, and guiding and governing legislations, businesses can minimize legal risks and ensure long-term success.

In addition, it is important to stay informed about legal developments and changes in the regulatory environment. Vietnam is a rapidly changing market, and new laws and regulations are being introduced on a regular basis. By staying up-to-date on these changes, businesses can adapt to new legal requirements and take advantage of new opportunities as they arise.

Overall, the legal framework for new business models in Vietnam is complex but manageable. By working closely with legal professionals, regulators, and other stakeholders, businesses can navigate the regulatory environment and successfully launch and operate their ventures. With the right legal strategy and compliance plan in place, entrepreneurs and investors can take advantage of the tremendous growth potential of the Vietnamese market.

Did you know How to open a representative office in Vietnam?

Opening a representative office in Vietnam can be a great opportunity for foreign companies looking to expand their business into the Vietnamese market to have a first-market approach to how the business environment in Vietnam is running. A representative office of a foreign company established in Vietnam is considered an extending hand of a foreign company established in their home country to conduct marketing and research activities without aiming for profitable commercial purposes. In this article, we will discuss the legal requirements, conditions, and procedures for opening a representative office in Vietnam.

Eligibility Requirements

To open a representative office in Vietnam, foreign companies must meet, among others, the following requirements:
(i) The foreign company must have been operating for at least one year from the date of incorporation or registration;
(ii) The foreign company must be legally established and operating in accordance with the laws of its home country; and
(iii) Activity content(s) of the representative office must be in conformity with commitments contained in the treaties to which Vietnam is a party.

Licensing Procedures

The licensing procedure to open a representative office in Vietnam involves the following steps:

Step 1: Preparing the de-forma application documents

The foreign company must prepare the following documents:
(i) A written request for opening a representative office in Vietnam;
(ii) A copy of the business registration certificate or equivalent document of the foreign company;
(iii) A power of attorney issued by the foreign company’s legal representative;
(iv) A decision on the appointment of the representative office’s proposed chief representative;
(v) Passport/ identity card of the chief representative;
(vi) A copy of the foreign company’s latest audited financial statement or written confirmation of tax obligations status; and
(vii) A document evidencing the representative office’s proposed registered location.

Step 2: Submitting the application

The foreign company must file the application documents to the Provincial Department of Industry and Trade (“DOIT”) if the representative office is located outside the industrial area and must file to the provincial Management Board of Industrial Zones (the “MBIZ”) if the representative office is located in the industrial area. The application can be submitted in person, online, or by post.

Step 3: Obtaining the license

The provincial DOIT or MBIZ will review the application and issue a license for the establishment of a representative office of a foreign company (the “License“) within seven (7) working days from the receiving date of the complete and proper application dossier by the provincial MOIT / MBIZ.

Term of the License

The term of the License is five (5) years from the date of issuance by the DOIT or MBIZ and shall be extended upon the expiry of the term of the License.

Post-licensing Procedures

After obtaining the License, the foreign company must complete the following post-licensing procedures, among others:
(i) a seal from the seal production company.
(ii) Register with the local tax office and obtain a tax code.
(iii) Opening a bank account.
(iv) Registering for recruiting Vietnamese employees.

The representative office of the foreign company established in Vietnam must submit annual reports to the DOIT / MBIZ in which the representative office is located. The annual report must include information on the activities and financial status of the representative office.

In conclusion, opening a representative office in Vietnam can be a great opportunity for foreign companies looking to expand their business in Vietnam before making a decision to set up a subsidiary company in Vietnam or find valued investment opportunities. However, it is important to comply with all legal requirements and procedures and to be aware of and to determine whether it is eligible to open a representative office in Vietnam. Foreign companies can be in consultation with our practically experienced lawyers and professionals before making the right decision for opening their representative office in Vietnam.

For further information and should have any questions, please reach out to us at finnnguyen@ivlf-lawyer.com

How to Fundraise for Startup Companies in Vietnam: A Legal Guide

If you are a startup company in Vietnam looking to raise funds from venture capital, private equity, or other funds, it’s important to understand the legal framework of Vietnam governing how to fundraise for startup companies in Vietnam. This guide will provide an overview of the relevant laws and regulations of Vietnam, as well as some tips for optimizing your fundraising efforts.

Legal Framework

In Vietnam, fundraising activities to fundraise for startup companies are typically governed by the Law on Investment, the Law on Enterprises, the Law on Securities, and specific guiding legislations. These legislations shall provide the legal framework of Vietnam for fundraising activities and set out the rules, conditions, and requirements with which startup companies must comply.

Under the Law on Investment, foreign investors are allowed to invest in Vietnamese companies through various forms, such as capital contribution, share acquisition or merger and acquisition, and business cooperation contracts. However, there are certain restrictions and conditions that must be met, such as obtaining necessary licenses and approvals from the relevant authorities (for example obtaining an M&A Approval to be granted by the provincial Department of Planning and Investment, removal of certain business lines limiting foreign investors’ whole ownership ratio.

The Law on Enterprises, in the other words, governs the establishment, management and operation, and internal approvals of companies in Vietnam. It provides the legal ground for companies to either issue additional shares by a means of private placement applicable to the form of a joint stock company, or issue additional capital contribution applicable to the form of a multi-member company limited, to transfer shares from existing shareholders of the company or to convert the company’s form for the purpose of deal structuring and to raise capital through various means, such as private placement, public offering or bond issuance, debt-to-equity conversion, convertible loans.

Transactional documentation for the closing of a fundraising transaction

When it comes to the fundraising transaction, legally speaking, it is typically referred to as a form of M&A and a startup company shall in its capacity produce themselves or engage a trusted and experienced legal advisor to produce certain must-have transaction documents and review them in compliance with the laws of Vietnam as well as protect the legitimate rights and interests of a contractual party specified in transactional documents, such as Term Sheet, Memorandum of Understanding, Shares Purchase Agreement, Shares Subscription Agreement, Shareholders Agreement from time to time.

Aside from the above contractual documents, the company can be subject to each specific deal structure proposed by foreign investors and target company/ selling shareholders, produce some of the necessary applications for closing proceedings of the fundraising transaction, such as registering of foreign loans, modifying foreign loans to convert to equity/ shares in the startup company, obtaining an M&A approval for the acquisition of shares/ equity by foreign investors, charter capital increase…

In addition, the process of conducting corporate due diligence to fundraise for startup companies is considered an optional process by the investors and startup companies, their involved legal, finance, and tax advisors shall together find out key findings as much as possible in relation to the target company in many various aspects to be aware of whether the implications of key findings on how fundraising transactions will effects and how the key issues will be tackled in the transactional documents and in the process of negotiation of terms and conditions contained in the transactional agreement to which it is a party.

Conclusion

To fundraise for startup companies in Vietnam can be a challenging but multiple-step process. By understanding the legal framework and optimizing your fundraising efforts, you can increase your chances of success and take your company to the next level.

I hope this article helps you with your fundraising efforts. Let me know if you have any further questions and reach out to us at finnnguyen@ivlf-lawyer.com