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I. Legal Basis for Investment Activity Reporting Investment Law 2020 Decree No. 31/2021/ND-CP dated March 26, 2021  of the Government detailing and guiding the implementation of certain provisions of the Investment Law. Decree No. 122/2021/ND-CP dated December 28, 2021  of the Government on administrative fines in the field of planning and investment. Circular No. 03/2021/TT-BKHDT dated April 9, 2021  of the Ministry of Planning and Investment stipulating the forms of documents and reports related to investment activities in Vietnam, outbound investment from Vietnam, and investment promotion. Circular No. 05/2023/TT-BKHDT dated June 30, 2023  regulating the report monitoring and evaluation form; the online reporting regime and management of the operation of the investment program and project monitoring and evaluation information system using state capital. II. Investment Reporting Procedure for FDI Enterprises During the implementation of an investment project under the Investment Registration Certificate (IRC), one of the obligations of the investor/economic organization implementing the project is to report the investment activities to the investment registration agency and the local statistics agency about the project's operational status on a quarterly and annual basis. Accordingly, reports are submitted online via the National Investment Information System and submitted directly in writing. For Monitoring Reports Representatives of economic organizations implementing the project must submit reports to the Department of Planning and Investment or the management board of industrial zones/economic zones/export processing zones in the locality where the project is licensed, with the following deadlines: 6-month report:  Before July 10 of the reporting year. Annual report:  Before February 10 of the following year. Report before project adjustment. The investor can refer to the Monitoring and Evaluation Report form in Circular No. 05/2023/TT-BKHDT . For Online Investment Reports This article provides a guide on how to register and create an account for submitting investment reports online, as follows: Step 1:  Access the Ministry of Planning and Investment’s website: https://fdi.gov.vn/_layouts/OGPortalLogin2010/LoginMPI.aspx Then click on "Here" to download the application form for requesting the creation of a project reporting account (as shown in the image below). Step 2:  Fill out the form completely, then sign and affix the seal. Step 3:  Submit the form to the project’s investment registration authority at the Department of Planning and Investment or the management board of the industrial zone/economic zone/export processing zone in the locality where the project is licensed. Submit either directly or by postal mail. Step 4:  Wait for the results: The local authority will process the reporting account, and the login name and password will be sent to the email account you registered in the application form. After receiving the login credentials, the representative of the economic organization implementing the project will submit periodic reports via the National Investment Information System. The specific reporting deadlines are: (i) Quarterly report:  Submit before the 10th of the first month of the quarter.(ii) Annual report:  Submit before March 31 of the following year. If the investor fails to submit or submits incomplete reports, they will be fined up to 50,000,000 VND  per report, depending on the specific case. Therefore, reporting investment activities is a very important obligation that investors must pay attention to when conducting projects in Vietnam. If you need to find an experienced consulting firm in the investment sector, please contact us.

I - WHAT DOES THE FINANCIAL REPORT INCLUDE? If the enterprise applies the accounting regime according to Circular 133: Based on Article 71 of Circular 133/2016/TT-BTC, the Financial Reporting System for Enterprises is regulated. The annual financial reporting system for small and medium-sized enterprises includes: Financial position report Business performance report Financial statement notes Trial balance Cash flow report If the enterprise applies the accounting regime according to Circular 200: Based on Article 100 of Circular 200/2014/TT-BTC, the Financial Reporting System for Enterprises is regulated. The annual financial reporting system includes: Balance sheet Business performance report Cash flow report Financial statement notes II - DEADLINE FOR SUBMITTING FINANCIAL REPORTS According to Circular 200/2014/TT-BTC dated December 22, 2014, guiding accounting regimes: Article 109. Deadline for submitting Financial Reports: For other types of enterprises: a) Accounting units are private enterprises and partnerships must submit the annual financial report within 30 days from the end of the accounting period; for other accounting units, the deadline is 90 days. b) Subordinate accounting units must submit their annual financial reports to their superior accounting unit within the deadline set by the superior accounting unit. According to Circular 133/2016/TT-BTC, which guides the accounting regime for small and medium-sized enterprises, the responsibility, deadline for preparing and submitting financial reports is as follows: Responsibility, deadline for preparing and submitting financial reports: All small and medium-sized enterprises must prepare and submit their annual financial report no later than 90 days from the end of the financial year to the relevant authorities as prescribed. Therefore, the deadline for submitting financial reports to relevant authorities (including the tax authority and statistics office) is no later than 90 days from the end of the financial year. III - WHERE TO SUBMIT FINANCIAL REPORTS AND SUBMISSION METHOD (*) In some localities, the Tax Department and Business Registration Office do not accept hard copies of the reports as per Article 18 of Joint Circular 01/2026/TT-BKHĐT-BTC, which guides the exchange of business information between the National Enterprise Registration Information System and the Tax Information System issued by the Ministry of Planning and Investment – Ministry of Finance. (**) Public companies, listed organizations, public securities issuers, securities companies, securities investment companies, funds, and fund management companies must submit consolidated financial reports to the State Securities Commission (SSC) and the Stock Exchange where the company is listed. According to Article 110 of Circular 200/2014/TT-BTC dated December 22, 2014, regarding where to submit financial reports: Article 110. Where to submit financial reports: For enterprises that are required by law to audit their financial reports, the reports must be audited before submission. Audited financial reports must be accompanied by the audit report when submitted to state management authorities and higher-level enterprises. Enterprises with foreign direct investment (FDI) must submit their financial reports to the Department of Finance in the provinces or cities where the enterprise is registered. Enterprises (including both domestic and foreign-invested enterprises) located in export processing zones, industrial zones, and high-tech zones must submit their annual financial reports to the management boards of these zones if required. Instructions for submitting hard copies: Enterprises should prepare 02 sets of audited financial reports to submit to the relevant state agencies as guided in the table above (Section III). One set of reports will be stored at the enterprise, and the receiving agency should stamp the report as received. Submission results: Note: Since each locality may have different requirements regarding where enterprises should submit hard copies of financial reports, it is advisable for enterprises to proactively contact the local management authorities for specific information. IV - REGULATIONS ON ADMINISTRATIVE PENALTIES FOR FAILURE TO SUBMIT OR LATE SUBMISSION OF FINANCIAL REPORTS Regulations on administrative penalties in the field of accounting and independent auditing: According to Article 12, which regulates the submission and public disclosure of financial reports. Regulations on administrative penalties in the field of statistics: According to Articles 7 and 8 of Decree 95/2016/ND-CP, which regulates the deadlines for submitting statistical reports and financial reports to the state statistical authorities. Can financial reports be submitted in supplement? If the financial reports are incorrect, they can be amended and resubmitted. However, the resubmission must be done before the tax authority issues a decision for inspection. Foreign-invested enterprises in Vietnam should be fully aware of the regulations above to avoid penalties during their business operations in Vietnam. This bulletin is for reference only, providing general information to readers and is not specific advice for any particular case. For more detailed information, please contact our consulting specialists.

Legal basis: Consolidated Document 14/VBHN-VPQH in 2019, which consolidates the Accounting Law issued by the National Assembly Office. Decision No. 970/QD-TCT issued the tax audit procedures. What should businesses prepare when the tax authority conducts a tax finalization? In reality, periodic tax finalization is a task that no business desires to carry out, as it involves direct interaction with the tax authorities. When a business receives a tax finalization decision from the tax authorities, it should pay attention to preparing the necessary documents, records, and tasks, which specifically include: What should businesses prepare when the tax authority conducts a tax finalization? Prepare the full legal documents of the business: Business registration certificate. Tax code information. Company regulations. Company charter. Company financial regulations, including employee policies and salary structure. Operational regulations for dependent units, such as branches, representative offices, production facilities, or warehouses (if any). Organize original documents: Original documents should be arranged by month and in accordance with the sequence of the input and output tax reports, printed and submitted to the tax authorities monthly. The monthly original documents must be accompanied by the monthly value-added tax declaration submitted to the tax authorities. Note that each document or group of documents must be accompanied by: Sales invoices with receipts (if any), contracts, warehouse delivery slips, and contract liquidation minutes (if any). Purchase invoices with payment slips, payment requests, warehouse receipts, contracts, and contract liquidation minutes (if any). All documents must have the required signatures according to their positions. Organize the reports already submitted to the tax authorities: The reports include financial statements, corporate income tax finalization, personal income tax, and tax refund reports for each year. Note that the documents for a given year must be accompanied by the corresponding annual reports. Prepare full books for the year: General journal. Purchase journal. Sales journal. Cash payment journal. Cash receipt journal. Detailed accounts payable for all suppliers. Detailed accounts receivable for all customers. Cash fund journal and detailed bank account journal. Debt confirmation minutes for each party (if any) at the end of the year. General ledger for all accounts, including 131, 331, 111, 112, 152, 153, 154, 155, 211, 214, 621, 622, 627, 641, 642, depending on Decision 48 or 15 of the business. Summary of fixed asset increases and decreases. Summary of tools and equipment increases and decreases. Fixed asset depreciation book. Tools and equipment depreciation book. Inventory records for each warehouse. Stock cards and detailed materials records. Note:  All entered documents must be printed out and signed properly. Organize contracts in chronological order:  Each incoming and outgoing contract should be arranged by date. Verify and gather all documents related to the contract, including acceptance reports and contract liquidation documents (if any). Verify accounts payable and receivable:  Check which amounts are owed to ensure that the input and output data match. Check the signatures and seals on all documents. 2. When will the tax authorities conduct a finalization at the business location? According to Decision No. 970/QD-TCT in 2023, the tax authorities will conduct tax finalization at the business location in the following cases: Conducting tax record audits at the tax office. Conducting tax audits at the taxpayer’s office: Auditing tax records. For cases where records are subject to pre-refund tax audits; post-refund tax audits for records subject to tax refund first, as prescribed: Conduct audits at the taxpayer’s office. If there are signs of legal violations through tax management, audits will be conducted at the taxpayer’s office. Audits according to specific themes (e.g., selected based on a plan or issue decided by the superior tax authority; audits arising during the year as decided by the same-level tax authority): audits will be conducted at the taxpayer’s office. If the taxpayer undergoes changes like mergers, separations, business model transformations, dissolution, termination of operations, privatization, tax code cancellations, or location changes resulting in a change of the tax authority managing the business: audits will be conducted at the taxpayer’s office (including sudden audits or audits directed by competent authorities). Based on recommendations from the State Audit, State Inspection, or other competent authorities: audits will be conducted at the taxpayer’s office. If you need a consulting unit with experience in tax matters, please contact us.

According to the provisions of Article 118 of the current Labor Code and Article 19 of Decree 12/2022/ND-CP, businesses with 10 or more employees must have a written Labor Regulations and register it with the Department of Labor, War Invalids, and Social Affairs. The following violations may result in a fine ranging from 5,000,000 to 10,000,000 VND: Failure to register Labor Regulations when the business employs more than 10 workers. Using Labor Regulations without registering them with the Ministry of Labor, War Invalids, and Social Affairs. Using expired Labor Regulations. Building and registering Labor Regulations not only meets the mandatory requirements of the authorities but also serves as an important tool for guiding management and long-term human resources development, preventing and protecting the business in related matters. This task requires considerable time and internal manpower, so businesses may consider using the services of a business consulting firm to develop Labor Regulations and workplace conduct rules. The Labor Regulations document typically includes the following key contents: Working hours and rest periods. Principles and order at the workplace. Occupational health and safety. Protection of property, business secrets, technological secrets, and intellectual property. Specification of actions and levels of labor discipline violations, determination of disciplinary measures, and material responsibility. Principles of handling and delegation of labor discipline. Codes of conduct and ethics in business.

Violation of Intellectual Property Rights Regarding Product Trademarks Along with the development of society, the intellectual property rights of human creations are among the rights protected by law. Strict regulations within intellectual property laws aim to prevent violations by other organizations or individuals. However, as the number of intellectual property products increases, the number of legal violations regarding intellectual property rights has also risen. Violating intellectual property rights in general, and particularly infringing on trademarks, is a significant issue that greatly impacts the reputation of a company’s brand, as well as the business interests of the company and the trademark owner. Currently, trademark violations have become a common problem and pose a threat to every business during its operations and the development of its brand. Through this article, Kim Húc discusses the legal provisions related to identifying actions that infringe on trademark rights and the measures to address these violations, helping organizations and businesses protect their legal rights and interests. 1. Definitions: First, it is important to understand the concepts of "Intellectual Property Rights" and "Product Trademarks." According to the provisions of the Intellectual Property Law 2005, amended and supplemented in 2022: Intellectual Property Rights  include ownership rights to products resulting from intellectual and creative activities, such as literary and artistic works, scientific works, patents, industrial designs, semiconductor integrated circuit layouts, trademarks, trade names, trade secrets, geographical indications, and plant varieties. Product Trademarks  (commonly referred to as "trademarks") are signs used by a business (or a collective of businesses) to distinguish its goods or services from those of other businesses in the same category. 2. Identifying Violations of Trademark Rights: If a sign is identical to a trademark and the goods or services are identical to those listed in the trademark’s registration certificate, or in the international registration certificate protected in Vietnam or the World Intellectual Property Organization’s Trademark Bulletin, there is no need to consider whether the use could cause confusion among consumers about the goods or services bearing the trademark. If a sign is identical to the trademark and used for similar or related goods/services, or if a sign is similar to the trademark for identical, similar, or related goods/services as specified in the trademark registration certificate, or in the international registration protected in Vietnam or the World Intellectual Property Organization’s Trademark Bulletin, it is necessary to assess whether the use could cause confusion among consumers about the goods or services bearing the trademark. The factors used to evaluate the likelihood of confusion include: (i) The scope of protection of the trademark, including the overall and individual components of the trademark, and the similarity of the sign with the trademark as a whole, especially the distinguishing elements of the trademark that strongly impact consumers; (ii) The relation of the goods or services in terms of function, use, and composition, as well as the commercial habits of buying, selling, distributing, selecting, and using goods or services, and the conditions, methods, and locations of sale, distribution, marketing, and advertising; (iii) The characteristics of the consumer base for the goods or services, and the level of attention consumers pay when choosing and purchasing the goods or services; (iv) Other criteria, such as the actual use and protection of similar trademarks for the same types of goods, and the influence of other factors that might lead to associations between the goods/services under review and the goods/services protected by the trademark; (v) Evidence of confusion among consumers may be used to support the assessment of the likelihood of confusion caused by the use of the sign, although it is not a mandatory condition for determining whether the use of the sign causes confusion. 3. Measures to Take When Trademark Rights are Violated: Direct recommendations to the business, organization, or individual violating the trademark. Administrative measures by submitting a request to the relevant authorities to impose administrative sanctions and compel the violator to cease the infringement. Civil measures: When a dispute arises, the trademark owner has the right to file a civil lawsuit requesting the competent People’s Court to issue a judgment to stop the violation and demand compensation for damages (if there is actual harm). Criminal measures: These apply to anyone who intentionally violates a trademark that is protected in Vietnam on a large scale or for commercial purposes. Measures to control imported goods related to intellectual property: Stopping customs clearance and requiring the inspection of goods before import. Customers seeking consulting services or assistance with intellectual property procedures are welcome to contact us.

? Are you an investor wondering how to create an internal regulations set for your newly established company in Vietnam? ? Can you copy the internal regulations from another company, modify the content, and apply it to your own business? ? Can you use the internal regulations from the parent company abroad, modify the content, and apply it in your Vietnamese operation? ? Is your company management unsure whether the current internal regulations are updated with the latest legal provisions, ensuring that they protect the company's legitimate rights? For FDI businesses operating in Vietnam but lacking a clear understanding of the Labor Code in the host country, we offer essential services related to labor management at preferential rates, aimed at assisting clients in developing a comprehensive set of internal labor regulations that comply with current laws. After confirming your needs and understanding your company situation, we will provide advice, plan for labor regulations, and draft employment contracts and employee handbooks in line with the latest Labor Law. Additionally, we offer ongoing consultation services for a period to help businesses quickly finalize their HR management regulations and avoid potential issues in labor relations. What is an Employee Handbook? An Employee Handbook is understood as a document that outlines the tasks, policies (company internal work regulations and reward/punishment practices), and expectations of the company towards its employees. The employee handbook serves as a bridge, allowing the company to communicate its working culture and policies to employees in the most convenient way, ensuring that all employees understand and strictly comply with company regulations. Steps to develop a Labor Regulation set and Employee Handbook for your company. If your business or factory invested in Vietnam requires professional and legally compliant labor regulations and employee handbooks according to Vietnamese laws, or if you want to receive the latest legal updates, "Contact us!" Let us solve these challenges for you as an investor/business owner.

What is "on-site 3rd party export-import"? On-site export-import refers to a type of trade where goods are bought and sold for export or import, but the goods never leave Vietnam's territory. In practice, the goods are sold by a Vietnamese enterprise to a foreign trader according to a sales contract, but the foreign trader designates a delivery location within Vietnam for another entity to receive the goods. What types of goods are involved in on-site export-import? According to Clause 1, Article 86 of Circular 38/2015/TT-BTC, on-site export-import goods include: Processed products; machinery, equipment leased or borrowed; excess raw materials, supplies; scrap, waste from processing contracts. Goods traded between domestic enterprises and export processing enterprises or enterprises in non-tariff zones. Goods traded between Vietnamese enterprises and foreign organizations or individuals without presence in Vietnam, where the foreign trader designates another business in Vietnam to deliver or receive goods. 3. What customs documents are required? As per Clause 3, Article 86 of Circular 38/2015/TT-BTC, amended by Clause 58, Article 1 of Circular 39/2018/TT-BTC, the customs documents for on-site export-import goods include: Export customs declaration. Commercial invoice or equivalent documents in cases where the buyer is required to pay the seller. Export license. Notification of exemption from inspection or notification of specialized inspection results or other documents as prescribed by law on specialized management and inspection (hereinafter referred to as Specialized Inspection Certificate). Documents proving that the organization or individual is eligible to export goods according to investment law. Agency contract. Customs procedures for on-site export-import: Customs procedures are specified in Clause 5, Article 86 of Circular 38/2015/TT-BTC, as follows: Exporter’s responsibilities: Declare the export goods information and combine with the transportation declaration. Complete the export customs procedure as prescribed. Deliver the goods to the importer once the export customs clearance is completed. Importer’s responsibilities: Declare the import goods information within the prescribed time limit. Complete the import customs procedure as prescribed. The goods can only be used in production or consumption after customs clearance for import is completed. Customs office handling export procedure: Conduct customs procedures for export goods as prescribed in Chapter II of Circular 38/2015/TT-BTC. Monitor the export declarations that have been completed but not yet followed by the on-site import procedure and notify the Customs Department at the import destination to manage and follow up with the importer. Customs office handling import procedure: Monitor export declarations that have been cleared through customs to complete the import procedure. Receive and check goods based on the results from the risk management system. If physical inspection is required, and the goods have been inspected at the export customs office, the import customs office does not need to perform another inspection. Every month, compile and list the import declarations for goods cleared through customs according to the instructions of the foreign trader. Customers who wish to consult or complete procedures for on-site export-import of goods, please contact us.

Since July 1, 2015, the 2014 Investment Law has come into effect. According to the provisions of the 2014 Investment Law, the process of establishing a 100% foreign-invested company is as follows: Step 1: Register the investment policy with the provincial People's Committee Foreign investors intending to invest in Vietnam must apply for an Investment Registration Certificate. However, before applying for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the provincial People's Committee. Required Documents: Request for project implementation; For individual investors: A copy of ID card, citizen’s card, or passport; For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status; Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project; A copy of one of the following documents: Financial report for the last 2 years; Financial support commitment from the parent company; Financial support commitment from a financial organization; Financial guarantee of the investor’s capacity; Documents explaining the investor’s financial capability; Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project; Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer from the technology transfer restricted list. Note: Projects not requiring an investment policy decision do not need to complete this step. Where to submit the documents:  Investment registration agency Processing time:  35-40 working days from the date of receiving valid documents. Step 2: Apply for the Investment Registration Certificate Foreign investors must apply for an Investment Registration Certificate in the following cases: Foreign investor’s investment project; Investment project of an economic organization where: Foreign investors hold 51% or more of the charter capital, or the majority of the general partners are foreign individuals in the case of a partnership; The above-mentioned economic organization holds 51% or more of the charter capital; The foreign investor and the above-mentioned economic organization together hold 51% or more of the charter capital. Required Documents: Request for project implementation; For individual investors: A copy of ID card, citizen’s card, or passport; For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status; Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project; A copy of one of the following documents: Financial report for the last 2 years; Financial support commitment from the parent company; Financial support commitment from a financial organization; Financial guarantee of the investor’s capacity; Documents explaining the investor’s financial capability; Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project; Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer; BCC contract for investment projects in the form of BCC contracts. Where to submit the documents:  Investment registration agency Processing time: For projects not requiring an investment policy decision: 35-40 working days from receiving complete documents; For projects requiring an investment policy decision: 10-15 working days from receiving the investment policy decision document. Step 3: Establish a company and obtain the business registration certificate After obtaining the Investment Registration Certificate, the investor needs to prepare documents to establish a company. Required Documents for Limited Liability Company: Application for business registration; Company charter; List of members; Copies of the following documents: ID card, citizen’s card, passport, or other legally recognized personal identification of individual members; Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization; For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized; Foreign investor’s investment registration certificate according to the Investment Law. Required Documents for Joint-Stock Company: Application for business registration; Company charter; List of founding shareholders and foreign investors (including authorized representatives, if any); Copies of the following documents: ID card, citizen’s card, passport, or other legally recognized personal identification of individual members; Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization; For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized; Foreign investor’s investment registration certificate according to the Investment Law. Where to submit the documents:  Business registration agency Processing time:  5 working days from receiving complete documents. Step 4: Publish the company establishment announcement After receiving the business registration certificate, the company must publicly announce the establishment on the national business registration portal in accordance with procedures and pay fees as required. The publication must include the business registration certificate and the following information: Business sector and activities; List of founding shareholders and foreign investors (for joint-stock companies). Where to submit:  Business registration agency Step 5: Company seal creation After receiving the business registration certificate and completing the company announcement, the company will create a seal at an authorized seal-making unit. The company may decide the quantity and format of the seal within the limits of the law. Step 6: Publish the seal sample on the national business registration portal After the seal is created, the company must upload the seal sample on the national business registration portal and will receive a confirmation notice from the Department of Planning and Investment. Where to submit:  Business registration agency Processing time:  3 working days from receiving complete documents. If you encounter any difficulties or require legal advice, please feel free to contact us for further details.

Currently, the investment in the restaurant business sector is developing strongly. The tastes and preferences of Vietnamese customers are very diverse, and they enjoy trying new and exotic menus. Especially in large cities, it is not difficult to find many restaurants owned by foreigners offering dishes from various regions and countries such as France, Italy, Japan, South Korea, Singapore, Thailand, China, India, etc. In Vietnam’s specific service commitments when joining the WTO, services related to food (CPC 642) and beverages (CPC 643) are no longer restricted for foreign investors. This means that foreigners can establish a 100% foreign-owned company to operate in the restaurant business in Vietnam. There are two methods to choose from: Establishing a foreign-invested company to run a restaurant in Vietnam. Contributing capital, purchasing shares, or stakes in a restaurant business in Vietnam. Method 1: Establishing a Foreign-Invested Company to Run a Restaurant in Vietnam Step 1: Apply for an Investment Registration Certificate The required documents include: Proposal letter for the investment project. For individual investors: A copy of their ID card, citizen identification card, or passport. For organizational investors: A copy of the establishment certificate or equivalent legal documents confirming the legal status. Investment project proposal. A copy of the financial report for the last two years, or a commitment of financial support from the parent company or financial institution, or a guarantee of the investor’s financial capacity. Proposal for land use requirements. If the project does not request the government to allocate or lease land or change the land use purpose, submit a copy of the lease agreement or other documents confirming the investor's right to use the land for the project. If the project involves the use of technology from the restricted technology list, submit an explanation for using the technology. Where to submit the application : The Department of Planning and Investment where the headquarters is planned to be located. Processing procedure : Within 15 days of receiving a complete and valid application, the Department of Planning and Investment will issue the Investment Registration Certificate for the foreign investor. If the application is refused, the department will respond in writing, stating the reason for the rejection. Step 2: Apply for a Business Registration Certificate The documents required for company establishment include: Application for business registration. Company charter. List of members for a limited liability company with two or more members or list of partners. Certified copy of the personal ID card or passport for individual members, certified copy of the business registration certificate for corporate members, and certified copy of the personal ID card or passport of the legal representative of that organization. Power of attorney. Investment registration certificate for foreign investors. Where to submit the application : The Department of Planning and Investment where the business is located. Timeframe : 3–6 working days. Announcement of business registration information : The business registration information must be publicly announced on the National Business Registration Portal within 30 days from the date the Business Registration Certificate is granted. The published information includes the details recorded in the Business Registration Certificate. Seal engraving and announcement of seal samples : The company may either authorize or do it themselves to engrave their seal and notify the use of the seal sample to the Department of Planning and Investment. The company can decide on the form, number, and content of the seal but must include the company name and business code. After receiving the seal sample notification, the Business Registration Office will issue a receipt to the company, publish the business’s seal notification on the National Business Registration Portal, and issue a notification about the seal sample publication. Step 3: Apply for a Food Safety Certificate Documents required for applying for a food safety certificate include: Application for a food safety certificate. Copy of the Business Registration Certificate. Explanation of facilities, equipment, and tools ensuring food safety and hygiene. Health confirmation from the owner of the facility and the person directly involved in food production and business issued by a medical facility. Confirmation that the owner and food production/business personnel have received food safety training. Where to submit the application : The Department of Health. The Department of Health will inspect the actual food safety conditions at the facility within 15 days from the date of receiving a valid application. If the facility meets the requirements, they will issue a food safety certificate; if not, they will provide a written response with reasons for the refusal. Method 2: Contributing Capital, Purchasing Shares, or Stakes in a Restaurant Business in Vietnam If the investor chooses this method, it saves time and costs as there is no need to apply for an Investment Registration Certificate. This sector does not restrict foreign investors’ capital contribution, so foreign investors can own up to 100% of the company's capital. The investor only needs to register their capital contribution, purchase shares, or stakes with the Department of Planning and Investment. Step 1: Register Capital Contribution or Purchase of Shares Required documents include: Document for capital contribution or share purchase, indicating the organization and ownership ratio of the foreign investor after the contribution or purchase. A certified copy of the ID card, citizen ID, or passport for individual investors; a certified copy of the company’s establishment certificate or equivalent documents for organizational investors. Where to submit the application : The Department of Planning and Investment where the company is located. Processing procedure : If the capital contribution, share purchase, or stake transfer complies with the ownership ratio and investment form regulations, the Department of Planning and Investment will notify the investor in writing within 15 days from the date of receiving a complete application. If the application does not meet the conditions, the department will respond in writing, stating the reason for the rejection. Step 2: Transfer of Shares, Stake Transfers, and Changes in Shareholders or Members . If you need further advice or assistance with legal issues related to establishing a foreign restaurant in Vietnam, please contact us for more guidance!

I. Legal Regulations: Securities Law of 2006, amended in 2010 Decree 58/2012/ND-CP providing detailed regulations and guidance on implementing some provisions of the Securities Law II. Types of Companies Engaged in Securities Activities Securities business refers to the activities of securities brokerage, proprietary trading, securities underwriting, securities investment consulting, securities custody, securities fund management, and securities portfolio management. Individuals or organizations wishing to engage in businesses related to securities can choose between two types of companies: Securities Companies or Securities Investment Fund Management Companies. These companies may be organized as limited liability companies or joint-stock companies according to the provisions of the Enterprise Law. The State Securities Commission issues licenses for the establishment and operation of securities companies and securities investment fund management companies. This license also serves as the Business Registration Certificate. Securities Companies: Securities companies may carry out one, several, or all of the following business activities: Securities Brokerage : Acting as an intermediary to buy and sell securities for clients. Proprietary Trading : When the securities company buys or sells securities for itself. Securities Underwriting : Committing to the issuing organization to carry out procedures before offering securities, purchasing part or all of the securities from the issuer to resell or buy the remaining unsold securities from the issuer, or assisting the issuer in distributing securities to the public. Securities Investment Consulting : Providing investors with analysis results, publishing analysis reports, and recommendations related to securities. Note: Securities companies are only allowed to carry out securities underwriting activities if they are engaged in proprietary trading. In addition to the above-mentioned securities business activities, securities companies can also receive authorization to manage individual investors' securities trading accounts, provide financial consulting services, and other financial services in accordance with regulations from the Ministry of Finance. Securities Investment Fund Management Companies: Securities investment fund management companies can carry out the following business activities: Securities Investment Fund Management : Managing a fund formed from the contributions of investors with the goal of making a profit from investments in securities or other forms of investment assets, including real estate, where investors do not have daily control over the fund's investment decisions. Securities Portfolio Management : Managing the securities portfolio on behalf of individual investors, including buying, selling, and holding securities and other assets. Securities Investment Consulting : Providing investment advice on securities. Note: The business activities specified in Clause 1 of this Article are granted under one license for the establishment and operation of a securities investment fund management company. In addition to the above business activities, securities investment fund management companies are allowed to mobilize and manage foreign investment funds that aim to invest in Vietnam.

In order to achieve the goal of developing the social economy in general, particularly in the fields of science, technology, and other sectors that require encouragement for growth, the government has established policies offering investment incentives and support for both domestic and foreign investors. The form and level of incentives and support are recorded in the Investment Registration Certificate for eligible entities. Therefore, when there are changes to investment incentives and support, investors need to follow the procedures and prepare the following documents: A document requesting the adjustment of the investment project. A report on the implementation status of the investment project up to the adjustment time. The investor's decision regarding the adjustment of the investment project (Decision and a valid copy of the meeting minutes of the Members’ Council/General Shareholders’ Meeting/General Members/Owners of the Economic Organization carrying out the investment project regarding the adjustment of the investment project, or any other legal document according to the law). A notarized copy of the most recent audited financial report close to the adjustment time. Information for the project proposal: Number of foreign employees, number of Vietnamese employees; investor’s phone number, email, company phone number in Vietnam, office area. A notarized passport and temporary residence confirmation (temporary residence card) of the legal representative. A copy of the Investment Registration Certificate/Investment Certificate/Investment License/Business License issued (for projects not subject to an investment policy decision). Or a copy of the Investment Policy Decision and the Investment Registration Certificate/Investment Certificate/Investment License/Business License issued (if any) (for investment projects subject to an investment policy decision). A copy of the Tax Registration Certificate (For companies that have not yet separated the Investment Registration Certificate and Business Registration Certificate). A power of attorney in case the investor does not submit the application directly. After receiving the application, the investment registration authority (which issued the Investment Registration Certificate) will adjust the certificate for the investor. For projects that fall under the investment policy decision category, the procedure will be the same. Note: If the company has not yet separated the Investment Registration Certificate from the Business Registration Certificate, when there is an adjustment regarding investment incentives and support for the investment project, the company must follow the procedure to obtain a new Investment Registration Certificate from the Investment Registration Agency. The documents, procedures, and process for issuing the Investment Registration Certificate must comply with the provisions of the 2020 Investment Law. The investor will be granted a new Investment Registration Certificate with the adjusted content, and the previous investment project content in the old Investment Registration Certificate will no longer be valid. Additionally, the company must carry out the procedure to separate the Business Registration Certificate from the previously issued Investment Registration Certificate (if the adjustment of incentives or support relates to changes in the business registration content or when the investor requests it). The Business Registration Certificate number will also serve as the company's tax identification number. If you need to learn more or need legal advice related to investment and business activities in Vietnam, please feel free to contact us., xin vui lòng liên hệ để được hướng dẫn thêm!

The non-life insurance business in Vietnam is increasingly developing, and foreign investment enterprises view Vietnam as a potential market for the growth of this industry. So, in order to invest in Vietnam, what legal conditions must foreign enterprises meet? The following content will assist businesses in the process of applying for and obtaining a business license in Vietnam. Legal Basis: Insurance Business Law 2022 Decree 80/2019/ND-CP Conditions for foreign non-life insurance enterprises: For organizations or individuals participating in capital contribution: Not falling under the prohibited categories as stipulated in Clause 2, Article 18 of the Enterprise Law. Organizations or individuals participating in capital contribution must contribute in cash and cannot use borrowed capital or entrusted investment capital from other organizations or individuals for capital contribution. Organizations contributing 10% or more of the charter capital must have been operating profitably for the 3 consecutive years before the submission of the application for the business license and must not have any accumulated losses at the time of submitting the application. In the case of an organization participating in capital contribution being an insurance company or reinsurance company already licensed to establish and operate in Vietnam, it must have been profitable for the 3 most recent consecutive financial years before submitting the application and meet the capital safety ratio according to the regulations of this Law. For the proposed insurance or insurance brokerage company: The charter capital must be contributed in Vietnamese Dong and not less than the minimum level as prescribed by the Government. The company type and its charter (for insurance companies, insurance brokers) must be in accordance with the law. There must be a manager or supervisor for the company and its proposed branch. 3. Procedure for establishing a foreign-invested insurance company: Step 1: Prepare the application: The application includes: Application for a license in the form prescribed in Annex I of Decree 46/2023/ND-CP. Draft company charter. A 5-year operational plan aligned with the proposed business area, clearly outlining the content as required. Personal documents of the foreign individual(s); resume, copies of diplomas, certificates, and other documents proving compliance with the qualifications and standards for managing the proposed company. List of capital contributors for a Limited Liability Company; documents of shareholders for a Joint Stock Company. A confirmation from a bank allowed to operate in Vietnam about the charter capital deposited in a blocked account at the bank. Documents from the competent state agency confirming that the Vietnamese organization contributing capital meets financial safety conditions and is permitted to contribute capital to establish the insurance company under the relevant laws. Power of attorney (if any). Step 2: Submit the application: Submit the application to the Ministry of Finance. Step 3: Receipt and resolution: The Ministry of Finance will notify in writing if additional documentation is required within 30 days from the date of receiving the application. If the application is not complete or valid, the Ministry will request corrections. Within 60 days from receiving a complete and valid application, the Ministry of Finance will issue the license. If the application is rejected, the Ministry will provide a written explanation of the reasons.