Viet Nam - A Guide for Business and Investment - asean-korea centre

More documents

Recommendations

Info

PART III. BUSINESS AND FOREIGN INVESTMENT ENVIRONMENTNew blocks in Vung Tau cityJoint Stock CompanyA joint stock company is a legal entity established by itsfounding shareholders on the basis of their subscriptionof shares of the joint stock company. The chartercapital of a joint stock company is divided into sharesand each founding shareholder holds a number ofshares corresponding to their subscribed and paid-upshares in the joint stock company.A joint stock company is required to have at least threeshareholders (with no maximum number of shareholders).The management structure of a joint stock companycomprises of the general meeting of shareholders,the board of management, the chairman of the boardof management, (general) director and a board of supervision(where the joint stock company has morethan 10 individual shareholders or if a corporate shareholderholds more than 50% of the shares of the jointstock company).A joint stock company may take the form of a jointventure between foreign investors and domesticinvestors.PartnershipA partnership may be established between an individualor a legal entity and the general partner who isrequired to be an individual. The general partner hasunlimited liability for the operations of the partnership.Forms of direct investmentJoint venturesA joint venture may be established as a limited liabilitycompany with more than one member, or as a jointstock company or as a partnership company and is alegal entity with limited liability established on the basisof a joint venture contract between:.(1) A Vietnamese and a foreign party;(2) A Vietnamese party and a 100%FOE;(3) A joint venture enterprise and a foreign party;(4) A joint venture enterprise and a 100%FOE; or(5) Two joint venture enterprises.Profits and risks are distributed among the parties inproportion to their legal capital contribution/shares inthe JV unless the parties have agreed otherwise in thejoint venture contract.100%FOEUnder Vietnamese law, a 100% FOE is a legal entity setup by one or more foreign investors under a form ofenterprise as set out above.30 Viet Nam - A Guide for Business and Investment
BCCsA BCC is an agreement between one or more foreigninvestors and one or more Vietnamese partners withthe objective of cooperating to operate one or morespecific business activities. This form of investmentdoes not constitute a new legal entity and the investorshave unlimited liability for the debts of the BCC. Thisform of investment is generally only chosen by foreigninvestors with respect to projects where investment isrestricted to a BCC, such as certain telecommunicationsprojects or projects in relation to airline, railwayor sea transportation. A BCC provides, however, moreflexibility than a joint venture or a 100%FOE. Within theframework of Vietnamese law, the parties involved arefree to decide on the subject, contents, interests, obligationsand responsibilities of and relations among theparties, and to specify these in the contract.7. Other facilities for businessand investment in Viet NamBranchesThis is not a common form of foreign direct investmentbut banks, tobacco companies, airlines, law firms, andforeign companies operating in fields of culture, education,tourism are allowed to establish branches in VietNam. Foreign companies may also establish branchesin Viet Nam to conduct trading activities and activitiesdirectly related to trading of goods. The establishmentof such trading branches and the scope of commercialactivities of such trading branches, however, will onlybe available as scheduled in Vietnam’s internationalcommitments. In terms of law, the establishment of aforeign company branch is simpler than the establishmentof a 100%FOE with the difference that a 100%FOE is a Vietnamese legal entity separate from its parentcompany while a branch still holds foreign legalentity status and is dependent on its parent company.Branches of foreign companies in Viet Nam are alsodifferent from representative offices in the way that abranch is allowed to conduct commercial activities inViet Nam.Representative officesForeign companies having business relations with VietNam, or investment projects in Viet Nam, can apply toopen representative offices in Viet Nam. A representativeoffice is not an independent legal entity and is notallowed to conduct direct commercial activities (suchas execution of contracts, direct payment or receiptof moneys, sale or purchase of goods or provision ofservices). However, a representative office can:• act as a liaison office to study the business environment;• search for trade and/or investment opportunitiesand partners;• act on behalf of its head office to negotiate andsign contracts for the supply or purchase of goodsand services at the authorisation of the parentcompany (care needs to be taken for tax purposes);• supervise and accelerate the implementation ofcontracts;• act on behalf of the parent company to superviseand direct the implementation of investment projectsin Viet Nam;• Publicise and promote its company’s goods and/orservices.A representative office may, however, not engage inany profit generating activities.Build - operate - transfer (BOT), Build -transfer (BT) and Build - transfer - operate(BTO) ContractsForeign investors may sign a BOT, BT and BTO contractwith a competent State body to implement infrastructureconstruction projects in Vietnam often in the fieldsof traffic, electricity production and trade, water supplyor drainage, waste treatment. Rights and obligations offoreign investor will be regulated by the signed BOT, BTand BTO contract.Under the BOT form, the investor is fully in chargeof construction and management of a project over aspecific duration after which the project is to be transferredto the State without any compensation.Under the BTO form, title has to be transferred to theState immediately upon completion of constructionbut the State allows the investor to operate the projectover a period of time agreed by both parties in theViet Nam - A Guide for Business and Investment 31PART III. BUSINESS AND FOREIGN INVESTMENT ENVIRONMENT
Page 1: Viet Nam - A Guide for Business and
Page 4 and 5: Viet Nam - A Guide for Business and
Page 6 and 7: PART V. INVESTMENT COSTS IN VIET NA
Page 8 and 9: PART I. VIET NAM: COUNTRY AND PEOPL
Page 16 and 17: Production of Electronic parts of H
Page 18 and 19: PART II. THE ECONOMYThe industrial
Page 20 and 21: PART II. THE ECONOMYExport, Import
Page 22 and 23: PART II. THE ECONOMY4. Official Dev
Page 24 and 25: PART II. THE ECONOMYFDI Distributio
Page 26 and 27: The center of Hanoi CapitalPART III
Page 28 and 29: PART III. BUSINESS AND FOREIGN INVE
Page 46 and 47: Ground Breaking Ceremony of Saigon
Page 48 and 49: PART IV. INVESTMENT PROCEDURE3. Lic
Page 50 and 51: PART IV. INVESTMENT PROCEDUREFDI pr
Page 52 and 53: Song Than Industrial Zone in Binh D
Page 54 and 55: PART V. INVESTMENT COSTS IN VIETNAM
Page 56 and 57: PART V. INVESTMENT COSTS IN VIETNAM
Page 58 and 59: APPENDIX Imediately 100% (for examp
Page 60 and 61: Labour11 Labour Code dated 23/6/199
Page 62 and 63: Real Estate Business34Law No. 63/20
Page 64 and 65: APPENDIX IIIV. Construction and dev
Page 66 and 67: APPENDIX IIIstruction of private an
Page 68 and 69: 14 Yen Bai Luc Yen, Mu Cang Chai an
Page 70 and 71: 52 Bac Lieu All districts Bac Lieu
Page 72 and 73: APPENDIX VIUseful contacts and addr
Page 74 and 75: APPENDIX VIHoa Binh DPINo. 3 Tran H
Page 76 and 77: Dak Lak DPINo. 17 Le Duan str, Buon
Page 78 and 79: Bac Giang IZs MBNo 48 Ngo Gia Tu st
Page 80 and 81:
Vietnam - Singapore IZs MBNo. 8 Huy
Page 82 and 83:
Germany, 29 Tran Phu St., HanoiTel:
Page 84 and 85:
KPMG in VietnamHanoiHo Chi Minh Cit
show all

Viet Nam - A Guide for Business and Investment - asean-korea centre

Create successful ePaper yourself

Delete template?

Save as template?