VIETNAM Law and Practice Contributed by: Thang Nguyen, Minh Nguyen and Nguyet Le, ACSV Legal
IRC Enterprises with over 50% foreign ownership must obtain both an IRC and an ERC when establishing a new company. The IRC, issued by the DOF (or zone authorities for specific pro - jects), records details of the investment project, including investor information, capital, location, and objectives. In M&A deals, an IRC is not required, though M&A Approval may be needed in certain cases. Timeline and Required Documentation ERC According to the statutory timeline, it typically takes about three business days to obtain an ERC upon submission of a sufficient application dossier. IRC The preparation of the application dossier for an IRC, including the translation and execution of all documents, might take from two to four months. Required documents include legalised and notarised investor passports, corporate and financial documents. Notably, Vietnam does not accept documents conflicting with its laws on sovereignty – for instance, passports with a “U-line” (eg, from China) will be rejected. While the statutory processing time is 15 days for sim - ple cases, obtaining an IRC and ERC often takes longer in practice. Post-Establishment Formalities Once the ERC has been obtained, several admin - istrative formalities need to be fulfilled within the respective time limits, such as payment of licence tax and publication on the national enter - prise registration information portal. A company will also need to open bank accounts and make company seals to be able to initiate
its operation. A foreign-invested company incor - porated by foreign investors via issuance of IRC or having more than 50% charter capital owned by foreign investors is required to open a direct investment capital account. 3.3 Ongoing Reporting and Disclosure Obligations Changes of Business Registration Contents Any changes to the information specified on the ERC (eg, owner or members of an LLC) or the business registration contents (eg, foreign shareholders of a JSC) must be registered or notified by the company to the DOF within ten days from the day on which the change occurs. Changes of Investment Projects Investors must conduct procedures to amend the IRC if any amendment of the investment pro - ject changes the contents of the IRC. Periodical Investment-Related Report Obligations Investors and economic organisations imple - menting investment projects (companies incor - porated via IRC) are subject to the investment- related report obligations under the laws of Vietnam (eg, periodical investment supervision and assessment reports, and online investment project implementation reports). Tax Declarations A company has to submit monthly or quarterly reports to the regional tax office for value-add - ed tax (VAT) returns, corporate income tax (CIT) returns, and personal income tax (PIT) returns, as well as a report of using the VAT invoices. Reports for VAT and CIT may also need to be submitted on a receipt basis in certain circum - stances, such as when transferring real estate. A company has to pay VAT, CIT and PIT by the deadline when the reports have to be submitted.
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