Currently, import and export activities are one of the leading business fields that are being interested in and prioritized by the Vietnamese state. This activity aims to help circulate goods, expand markets and develop the economy. Therefore, businesses establish more and more import and export companies these days. However, to establish an import-export company, owners have to satisfy certain conditions and procedures. So, in this article LSX legal firm would like to answer the question: “How to establish import-export company in Vietnam?”
Legal grounds
- Commercial law 2005
- Law on Foreign Trade Management 2017
- Decree 69/2018/ND-CP
- Law on Enterprise 2020
- Decree 122/2020/ND-CP
- Decree 01/2021/ND-CP
- Decision 27/2018/QD-TTg
Import-Export company
The statutory law does not define the concept of “import-export company”. However, Article 28 of the Commercial Law 2005 only gives the following definition:
“1. Export of goods means the bringing of goods out of the territory of the Socialist Republic of Vietnam or into special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.
2. Import of goods means the bringing of goods into the territory of the Socialist Republic of Vietnam from foreign countries or special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.”
At the same time, according to the provisions of the Law on Foreign Trade Management 2017, export and import activities are actually just two of many forms of international goods purchase and sale.
So, an Import-Export Company means an enterprise that conducts international goods trading activities in the form of export and import in accordance with the provisions of law and international treaties.
Choose the suitable type of business
To perform the business well, owners should choose the right type of business. According to the provisions of the Law on Enterprise 2020, there are 4 main types of enterprises including:
- Sole proprietorship
- Limited liability company (LLC)
- Partnership
- Joint-stock company
In which, the limited company includes single-member limited company and multi-member limited company.
The law does not stipulate the conditions for the legal form of the import-export company. Therefore, the choice of the type of business depends on the capital, size, purpose, and desire of each subject.
Business lines
According to the provisions of Article 7 of the Law on Enterprise 2020, enterprises have the right to perform import and export activities. So in fact, there is no industry named “import-export business” and in Decision 27/2018/QD-TTg there is no corresponding business code for “import and export business”.
At the same time, according to the provisions of Decree 69/2018/ND-CP, Vietnamese traders (excluding foreign-invested enterprises) allowed to do import and export business of all kinds of goods not on the list of goods banned from export, temporarily suspended from export, as well as goods banned from import or temporarily suspended from import, regardless of the business lines registered on the Certificate of Business Registration.
Thus, the choice of business line completely depends on the wishes and purposes of the business. Enterprises can freely choose business lines that suit their business (except for business lines prohibited by law).
Other information
Name of the company: The name must not overlap or similar to other businesses. The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols. Also, displays the headquarters, branches, representative offices, and business locations of the enterprise and printed or written on transaction documents, records, and printed materials published by the enterprise.
Also, address of the business: The company must have a specific, clear, and accurate address. The head office of the business cannot be an apartment building or a dormitory.
Practice certificates: For some specific professions, a practicing certificate is a must-have document when doing business. Therefore, it should be noted whether the industry in which you operate your business requires a practicing certificate.
Legal Capital: Some industries will have regulations on legal capital. Therefore, it is necessary to consider and prepare a sufficient amount of capital corresponding to the industry according to the provisions of the law to be able to register a business. Companies must declare the level of charter capital in accordance with the provisions of the law when doing business.
Dossiers to establish an Import-Export company
To establish an import-export company, enterprises need to prepare the following documents:
- An application for enterprise registration, made according to the form corresponding to each type of enterprise in Decree 122/2020/ND-CP.
- Company charter.
- Partnerships and limited liability companies with two or more members must submit the list of members. On the other hand, joint-stock companies must submit a list of founding shareholders.
- Copy of legal documents (ID card, passport) of the legal representative of the enterprise and members as well as shareholders of the enterprise.
In case an enterprise chooses a conditional business line, it is necessary to apply for a business license for that line of business before carrying out the procedures for requesting the establishment of an import-export company.
In addition, if the enterprise conducts export and import of goods with conditions, it has to carry out additional procedures for applying for an export (or import) license.
Competent agencies to receive and process requests for company establishment
According to the provisions of the Enterprise Law 2020, the agency competent to receive and process company establishment requests is called the Business Registration Authority.
According to Decree 01/2021/ND-CP, the business registration agency includes the Business Registration Office under the Department of Planning and Investment (provincial business registration agency) and the Finance and Planning Department under the District People’s Committee (district-level business registration agency).
To establish an import-export company, owners submit an application at the Business Registration Office of the Department of Planning and Investment.
Compulsory work after granted a business registration certificate
After being granted the business registration certificate of an import-export company, the enterprise needs to perform the following tasks:
- Within 30 days from the date of receipt of the business registration certificate, the enterprise must publish the business registration contents.
- Within 90 days from the date of being granted the business registration certificate, members and shareholders must fully contribute the registered capital.
- The company must make a register of members (register of shareholders) immediately after being granted the Certificate of Business Registration.
- Declare the license fee.
- Signboard at the company headquarters.
- Open a business bank account.
- Notice of seal sample to the business registration office.
- Tax registration for the first time.
- Notice of application of tax calculation method.
- Apply invoice.
- Register to use a digital signature.
- Labor declaration, payment of social insurance for employees.
LSX legal firm’s service on company establishment
When establishing a company, people must carry out the procedure following the law at the competent business registration authority (under the Law on Enterprise 2020). The process of establishing a business includes many different steps and phases. If you are not familiar with the law, this process may take a lot of time.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself, We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
Related article
- Procedures to establish representative office of a LLC in Vietnam
- Establishing a representative office of a foreign company in Vietnam
- Procedures to establish electronic components company in Vietnam
Related questions
Firstly, sole proprietorship
Secondly, limited liability company (LLC)
Thirdly, partnership
Fourthly, joint-stock company
– Case 1: Taxpayers are producers and traders who import goods into Vietnam. At this time, the tax rate will apply to the goods and the bearer is the consumer.
– Case 2: Taxpayers are consumers. In case people buy these goods for consumption, this considered a direct tax.
Contact LSX
Finally, hope this article is useful for you to answer the question about “How to establish import-export company in Vietnam?”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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