Vietnam

• Official languages: Vietnamese.
• Geographical location: is the easternmost country on the Indochina Peninsula. Vietnam is bordered by China to the north, Laos to the northwest, Cambodia to the southwest, Thailand across the Gulf of Thailand to the southwest, and the Philippines, Malaysia and Indonesia across the South China Sea to the east and southeast.
• Administrative divisions: Vietnam is divided into 58 provinces. There are also five municipalities, which are administratively on the same level as provinces.The provinces are subdivided into provincial municipalities, townships and counties, which are in turn subdivided into towns or communes. The centrally controlled municipalities are subdivided into districts and counties, which are further subdivided into wards.
• Capital: Hanoi.
• Governance: Vietnam is a unitary Marxist-Leninist one-party socialist republic, one of the two communist states (the other being Laos) in Southeast Asia. 
• Population: 97,34 million. 
• Currency: đồng.
• GDP: $325 billion (2021).
• Time zone: GMT +7.
• Telephone code: +84.
• Barcode: 893.

• Socio-economic situation of Vietnam
• Conditions of access to the Vietnam market
• Registration of business entities
• Taxation of Vietnam
• Currency regulation

Socio-economic situation of Vietnam

Economic indicators:

• GDP-352 billion US dollars
• Inflation -2.03 %
• The unemployment rate is 2.26 %
• GDP per capita - $ 3,742
• Foreign trade turnover - 668.5 billion US dollars
• Export volume -336.25 billion US dollars
• The volume of imports -332.25 billion US dollars
• Trade turnover with Belarus - $200.3 million
• Major trading partners (USD billion):

Vietnam's imports (billion US dollars)

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Conditions of access to the Vietnam market

Organizational and legal forms

The following organizational and legal forms are available for foreign capital in Vietnam:

The minimum size of the authorized capital for these organizational and legal forms is not defined by Vietnamese legislation. In certain industries, it may be provided as a condition for issuing a license to conduct a certain type of economic activity.

In most cases, a foreign investor can have any (unlimited) share of his contribution to the authorized capital of the company being created. Restrictions have been introduced only for a number of industries:

- when creating a public company in the field of entrepreneurship with special conditions, the share of foreign capital is limited to 49%, unless otherwise provided by industry regulations;

- oil and gas sector enterprises, including service enterprises – no more than 49 %;

- property valuation companies – no more than 35 %;

- companies in the field of rail, river and sea transportation – no more than 49%; air transportation – no more than 30%; road transportation – no more than 51%, while 100% of drivers must be Vietnamese citizens; loading and unloading operations, including other auxiliary work in the field of logistics – no more than 50 %;

- stock companies – no more than 49%, when buying shares of a Vietnamese bank, the share of a foreign organization in it should not exceed 30% of the authorized capital.

Opening a company

If a foreign investor plans to create a company with 100% foreign capital or a company with 51% or more foreign ownership in the authorized capital (including the ownership of a joint company in which the foreign share is 51% or more), it is necessary to register an investment project in advance.

Legislation

- Law of 26.11.2014 No. 68/2014/QH13 "On enterprises";

- Law of 26.11.2014 No. 67/2014/QH13 "On investments".

Opening of a representative office

Foreign companies have the right to open their representative offices and branches in Vietnam.

The period for which a representative office or branch (branch) of the company is created is equal to 5 years, but not more than the period of the company's activity specified in the certificate of registration. After this period, in order to continue the activities of a representative office or branch, it is necessary to extend the permit for their creation.

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Registration of business entities

A foreign company represents a city or province of Vietnam to the People's Committee:

1) an application for registration, re-registration, modification/addition of a permit to form a representative office /branch in the prescribed form, including:

- full name of the company; short name; name of the country of formation/registration of the company; address of the head office (specified in the permit for the establishment/registration of economic activity); number of the permit for education /registration of economic activity (by whom, when and where issued); scope of activity; authorized capital; bank account number; telephone; fax; email; information about the authorized representative (name, position, citizenship); a brief description of the company's activities;

- a request to open a representative office/branch, containing: the name of the representative office/branch; short name; contact name in English; address of the head office of the representative office/branch (house number, street, block/community, county, province/city); the main content of the activities of the representative office/branch; data on the head of the representative office/branch (name, age, nationality, passport/ID number (issued by whom, when, where));

- the company's obligations to be responsible for the accuracy and reliability of the information provided in the application and its appendices, strictly follow the legislation of Vietnam and the provisions set out in the permit for the establishment of a representative office / branch;

2) a certified copy of the registration of economic activity or a document replacing it;

3) a financial report that has been audited for the last financial year or a similar document issued by the competent authority of the country of registration of the company, confirming that the company has financial and economic activities for the last full financial year;

4) an order or a similar document on the appointment of the head of the representative office of the company;

5) a copy of the passport/identity card of the head of the representative office/branch;

6) a copy of the lease agreement for the premises for the main office of the representative office/branch;

7) to open a branch, in addition to the listed documents, a copy of the charter of the branch is also required.

The application is signed by an authorized representative of a foreign company (with a transcript), and stamped. All documents are translated into Vietnamese, and the translation is certified at the Embassy of the SRV in the country of registration of the foreign company or at the Consulate of the Russian Federation in Vietnam.

The People's Committee of the city or province of Vietnam accepts documents under a receipt drawn up in 3 copies in the prescribed form.

In case of non-compliance of the documentation with the established requirements, the People's Committee is obliged to inform the company in writing within three days in order to correct/supplement the documentation.

The examination of documentation is carried out by the People's Committee of the city or Province of Vietnam. The examination period is calculated from the moment the People's Committee receives documentation that fully meets the requirements. The results of the examination of the content of the documentation of a foreign company serve as the basis for issuing or not issuing, reissuing, changing/supplementing, extending the permit.

A permit to open a representative office is issued in accordance with the established form and is issued directly to the head of the representative office/branch or an authorized representative of a foreign company against a receipt. The People's Committee of the city or province of Vietnam charges a fee set by the Ministry of Finance of Vietnam.

Legislation

- Law of 14.06.2005 No.36\2005\QH11 "On Trade";

- Decree of the Government of the Socialist Republic of Vietnam dated January 25, 2016 No. 07/2016/NĐ-CP "On the Procedure for Applying the Law "On Trade" in relation to representative offices and branches of foreign companies in Vietnam".

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Taxation of Vietnam

The main budget—forming taxes in Vietnam are value added tax, corporate income tax, special consumption tax (excise tax) and personal income tax.

Basic taxes and fees

Interest and royalties paid to non-residents are taxed at the rate of 10%, unless a lower rate is provided for by the current bilateral international agreements.

Legislation on foreign investments

Vietnam has a preferential treatment for foreign investors who meet one of the following conditions:

Preferential areas of activity

- high-tech production, research activities;

- production of new materials, new types of energy, renewable energy, products with added value above 30%, energy-saving production;

- production of electronic products, advanced engineering products, cars, spare parts for cars, agricultural machinery, shipbuilding;

- production of products serving the textile, leather and footwear industry and the production of electronic products, advanced engineering products, automobiles, spare parts for cars, agricultural machinery, shipbuilding;

- production of information technologies, software, digital systems;

- cultivation and processing of agricultural products, forests, seafood, salt production, production of artificial varieties, new breeds in animal husbandry and varieties in crop production;

- collection, disposal and recycling of garbage;

- development and management of infrastructure, development of transportation and public transport in cities;

- child rearing, primary, secondary and vocational education services;

- medical services, production of medicines, raw materials for pharmaceuticals, medical products, oriental medicine, development of technologies for the production of new medicines;

- sports facilities, facilities for disabled people's sports or professional sports training, protection and development of cultural heritage;

- tuberculosis centers, psychiatry, treatment of patients infected with Agent Orange reagent, centers for the elderly, disabled, street children and orphans;

- civil credit funds, large credit organizations.

Preferential regions

- regions with difficult socio-economic conditions, regions with particularly difficult socio-economic conditions (approved by a separate Government decree);

- industrial zones, export production zones, high-tech zones, economic zones.

Additionally

- projects worth more than 6,000 billion Vietnamese dong (≈300 million US dollars) and projects in rural areas that create more than 500 jobs there.

The following benefits apply to these foreign investors:

- Preferential treatment for income tax. A full tax exemption is applied in the first 4 years and a 50% reduction in the next 9 years;

- Exemption from land rent for 7 years;

- The right to duty-free import of goods imported to create fixed assets of the project and duty-free import of raw materials not produced in the country to ensure production.

The legislation sets limits on the period of validity of investment projects: 70 years – in special economic zones (industrial, agricultural, economic and high–tech areas) and 50 years - outside these zones.

Legislation

Law "On Enterprises" dated 26.11.2014 No. 68/2014/QH13;

The Law "On Investments" dated 26.11.2014 No. 67/2014/QH13.

Special modes

On the territory of Vietnam there are more than a thousand territorial entities with a preferential regime for conducting industrial and economic activities in the following forms:

- economic zones;

- industrial zones;

- industrial clusters;

- high-tech parks.

Economic and industrial zones

The following benefits are provided for residents of industrial and economic zones:

Investors implementing projects in these zones receive support from the competent authorities when passing administrative procedures within the framework of the "one window" mechanism. They are also assisted in the selection of personnel and solving other issues related to the implementation of the project.

Financial support of enterprises in economic and industrial zones

The people's committees of provinces and cities of central subordination can allocate budgetary funds for the development of technical infrastructure inside and outside industrial zones. The development of industrial zones is carried out in close connection with infrastructure and social construction, stimulating the construction of buildings and structures used in the field of culture, sports and to meet other public needs of workers. At the same time, "reasonable" costs for the construction and operation of such facilities are deducted from the income tax base. In order to receive appropriate benefits, the construction of cultural and sports facilities, as well as residential buildings, is equated with the construction of social facilities.

Financing of the creation of technical and social infrastructure facilities, sewage treatment plants, utilities of economic zones can be carried out at the expense of sources of budget funds for investment development, official development assistance (ODA), as well as preferential loans. Large-scale investment projects can be financed by issuing bonds. For the development of technical and social infrastructure of economic zones, it is allowed to attract investment capital in the format of public-private partnership (PPP): in the format of contracts BOT (Build-Operate-Transfer, Construction-operation-Transfer Agreement), BT (Build-Transfer, Construction-Transfer Agreement), BTO (Build-Transfer-Operate, Construction-Transfer-Operation Agreement), as well as in other forms provided for by the current legislation on investments. 

It is possible to finance the following infrastructure facilities of economic and industrial zones at the expense of the state budget: water supply and water treatment systems, engineering and technical infrastructure, access roads to industrial zones. Budget support is also provided for the payment of compensation for the settlement of the territory, etc.

Industrial clusters

Enterprises conducting production and economic activities in industrial clusters are exempt from land rent for 7 years. Investment projects for the development of technical infrastructure of clusters are exempt from land rent for 11 years. In addition, they are considered as recipients of state investment loans in the amount not exceeding 70% of the total investment, or recipients of financing in the PPP format.

The specialization of clusters is determined on the basis of the following industry directions:

- electronics and information technology;

- textile production;

- processing of seafood and agricultural products;

- production of agricultural machinery;

- tourism and services.

High-tech parks

There are more favorable conditions in high-tech parks than in other territorial entities with a preferential regime for conducting production and economic activities. In particular, for their residents for 15 or 30 years (for projects with investments over 180 million US dollars) after the expiration of the standard grace period (full exemption from tax in the first 4 years, 50% reduction in the next 9 years), the corporate income tax rate of 10% applies.

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Currency regulation

The bodies of currency regulation and control in Vietnam are the Government of Vietnam and the State Bank of Vietnam, as well as ministries, departments and people's committees of cities of central subordination and provinces within their competence.

The Vietnamese dong is not a freely convertible currency, and there is no currency exchange in Vietnam where the Vietnamese dong and foreign currency would be traded. The conversion of the Vietnamese dong into other currencies is carried out by the decision of the State Bank of Vietnam, which publishes quotes of the world's leading currencies daily.

On the territory of Vietnam, all settlements are carried out only in Vietnamese dong, with the exception of currency transactions with authorized credit organizations.

Features of currency import/export

Residents and non-residents have the right to freely acquire, export and transfer their foreign currency funds abroad for legitimate purposes. If they have legitimate income in Vietnamese dong, they have the right to purchase currency for this revenue and transfer it abroad within 30 working days from the date of purchase.

Individuals are allowed to export abroad, without declaration, cash US dollars in the amount of no more than 5,000 US dollars or other currency in the amount equivalent to 5,000 US dollars, or cash Vietnamese dong in the amount of no more than 15,000,000 DONG. Cash amounts in foreign currency exceeding 5,000 US dollars or in Vietnamese DONG exceeding 15,000,000 Vietnamese dong are subject to mandatory declaration at the border crossing point. Also, in these cases, or if the exported amount exceeds the declared imported amount, in addition to declaring the exported amount when crossing the border, an extract from the bank in Vietnam from the account in which cash was withdrawn, or a permit from the State Bank of Vietnam for the export of cash from Vietnam is required.

If you wish to deposit into a foreign currency account in Vietnam (including in a branch of a foreign bank in Vietnam) cash imported into Vietnam from abroad, regardless of the amount of this amount (including less than 5,000 US dollars), you must declare the imported amount at the border and present a customs declaration at the time of placement imported funds to the settlement (current) currency account in an authorized bank in Vietnam.

Features of foreign exchange investments

Foreign investors have the right to transfer profits annually at the end of the financial year or at the end of an investment project in Vietnam. Foreign investors have no right to transfer profits if the company incurs losses. A foreign investor or company is required to notify the tax authorities of the planned transfer of profits at least 7 working days before the transfer.

Currency investment in Vietnam, currency transfer from Vietnam for investment purposes, payment of profits, dividends, loan debts and other legal currency transfers abroad are carried out only through one currency account opened with an authorized credit institution.

Credit institutions of Vietnam have the right to transfer foreign currency funds for investment abroad only with the permission of the State Bank of Vietnam. Accordingly, residents – economic organizations and individuals who have received permission to invest abroad must open a foreign currency account with authorized credit institutions, which is registered with the State Bank of Vietnam. The transfer of foreign currency funds abroad for the purpose of investment is carried out only through this registered currency account. The State Bank of Vietnam also controls all operations of loans and payments on loans made by residents abroad.

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This article has been prepared on the basis of information provided by the National Centre for Marketing and Price Study of the Ministry of Foreign Affairs, and the Embassy of the Republic of Belarus in Socialist Republic of Vietnam, and taken from public sources. The information presented herein is for informative purposes only. In this regard, it may be useful for the companies, which have been working in Vietnam for a long time, as well as for those, which are going to enter this market. Any questions, feedbacks and comments concerning this article are welcome. All of them will be fully considered and taken into account, if possible. If you have any information that may be interesting and useful for the visitors of this page, please write to us.

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