Why should you need to research the partner before signing the contract?

  It is important to find and work with a capable and long-term partner to build confidence doing business in a safely and effectively way for all parties, and avoid potential risks. In order to be guaranteed their legitimate rights and interests, individuals and organizations conducting business need to have a clear understanding of their partner before cooperating, in order to start their business cooperation most effectively.

In cooperation with a partner lawfully established in Vietnam, individuals and enterprises could find out information that has been registered at the competent state agencies. Accordingly, information about the owner, legal representative, business lines, head office address, tax code, charter capital, founding shareholder, business registration certificate, corporate history of the last three to five years, the latest business registration information, etc. could be checked on the National business registration information system. The registered information is the official information, valuable to determine the authority, position and responsibility of organizations and individuals if there is a mistake in the operation.

In addition, to find out if an individual is an owner, manager or capital contributor of one or more enterprises in Vietnam, organizations and individuals can also check the information registered in the National business registration information system. If an individual owns, manages, or contribute capital to any business lawfully established in Vietnam within 3 years, it will be recorded. This is the information which helps the organization and individual to verify the truth of information provided by their partner.

In addition, information related to the protection of trademarks of enterprises that have been protected in Vietnam, enterprises and individuals can also be found on the website of NOIP before cooperating.

The information that has been registered at the competent authority, these are basic and public information, so businesses and individuals can search. However, in the course of operation, a number of enterprises have been carrying out illegal activities that are not recorded on the registered information. Therefore, fact checking or finding out at other sources of information for an enterprise is essential to avoid cooperating with a party who is not capable of doing business.

Many businesses and individuals neglect their partner information before signing contracts. During the implementation of the contract, these partners were not able to continue to perform the contract, leading to many negative impacts on the business of the business. In addition, there are partners that commit fraud, provide inaccurate information, in order to appropriate assets of businesses and individuals through the signing of sales contracts. This makes businesses and individuals take a lot of time and effort to reclaim lost assets, affecting their business.

Searching the information of the partners before cooperating is very essential when doing business in any case so that businesses and individuals can cooperate in a long term. Cooperation with a good partner can help businesses and individuals achieve economic benefits, save time and costs in business, thereby bringing the best profit for themselves.

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How Business Information Could Be Searched in Vietnam?

  Provisions on announcing of business information are stipulated in various laws and degrees in Vietnam, allowing the interested party to be searching for business purpose for information in regard to investment registration certificate number, business registration certificate number and others information.

In particular, after the enterprise being granted an enterprise registration certificate, it shall carry out procedures to publish it on a portal as per procedures and pay the related fees for administration. The application for publication of enterprise registration information is a compulsory procedure, made at the time an enterprise submits its enterprise registration dossier. The content to be published includes the contents on the enterprise registration certificate and the lines of business. In addition, joint stock companies with foreign investors will need to provide information including founding. In case of changes in enterprise registration contents, the corresponding changes must be publicly announced.

Also, an enterprise must publish information in one of the forms posted on the business information network of the business registration agency or one of the written or electronic newspapers in three consecutive issues. The main content to be published includes: Company's name; Address of the head office of the enterprise, branch or representative office; Lines of business; Charter capital of limited liability company and partnership company; number of shares and value of contributed capital and number of shares to be issued with joint stock company; initial investment capital for private enterprises; legal capital for enterprises conducting lines of business requiring legal capital; Full name, address, nationality, ID card number, passport or other legal personal identification number, establishment decision number or business registration code of the owner, member or shareholder foundation; Full name, permanent address, nationality, ID card number, passport number or other legal personal identification of the legal representative of the enterprise; Place of business registration.

For publication fees, the enterprise registration fee and the enterprise registration content announcement fee are VND 100,000/time.

There are some enterprises that do not need to publish their business information on the portal before going into operation, but make other forms of announcing i.e. on newspaper or other media. For instance, law-practicing organizations must publish on daily newspapers of central or local registry of law practice or newspaper for three consecutive issues. For credit institutions, foreign bank branches, representative offices of foreign credit institutions and other foreign institutions engaged in banking activities, they must be published on the State Bank's media and in a daily newspaper written in 03 consecutive issues or an electronic newspaper of Vietnam at least thirty days prior to the scheduled date of operation of opening information.

In addition to disclosing corporate information, there is also a procedure for disclosure of information on the stock market that is applicable to public companies and bond issuers (except for government bond issuers and bonds), government-guaranteed bonds and local government bonds), securities companies, fund management companies, branches of foreign fund management companies in Vietnam, public funds complying with law on securities detailing information disclosure, announcing on the company's website and information disclosure system of the Securities Commission.

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Vietnam and Japan cooperate for mutual development

  On November 25^th, 2021, within the framework of Japan visit of Vietnamese Prime Minister – Mr. Pham Minh Chinh, the Prime Minister met the President of the Japan External Trade Organization (JETRO). During the meeting, the Prime Minister met leaders of many large Japanese corporations, businesses and banks and signed many investment cooperation agreements between Vietnam and Japan.

The parties highly appreciated JETRO's practical and effective contributions to Vietnam in recent years in promoting investment cooperation. In the 10 months of 2021, Japan ranked 3rd among countries making investments in Vietnam, with a total registered investment capital of nearly USD 3.4 billion. Up to now, Japan is the second largest investor in Vietnam with over USD 63.9 billion (accounting for 15.8% of total FDI investment).

Vietnam encourages Japanese businesses to invest and set up company in Vietnam, apply investment registration certificates in Vietnam, expand investment cooperation in infrastructure, energy, manufacturing industry, high-quality agriculture, information technology, smart cities, financial and banking services, and banking, innovation. The Government is committed to accompanying the business community, supporting and creating all favorable conditions for business investment activities on establishment of company in Vietnam, bringing about more benefits for the parties, contributing to bringing Vietnam-Japan relations to a new level.

During this visit, the two countries signed more than 40 cooperation agreements with a total investment value of more than USD 3 billion. In addition to investment commitments, during this visit, there were many cooperation agreements on human resource training or other environmental protection solutions signed between ministries, sectors and businesses.

In the meeting, the Prime Minister of Vietnam also met and discussed with leaders of Nippon Foundation, MUFG Group, INFRONEER Group, JBIC Bank, Idemitsu Group and Mizuho Bank on market development, business, human resource training.

The Prime Minister shared with the difficulties of Japanese businesses in Vietnam over the past time, he said that Vietnam has changed to a safe and flexible adaptation, effectively controlling the epidemic. The competent authorities at all levels must discuss with businesses and citizen to deploy solutions appropriate to the situation, bring life back to normal, both open production and business, and effectively prevent epidemics. Vietnam also suggested that Japanese businesses corporate with Vietnamese in epidemic prevention and control, continue to contribute to improving institutions, training human resources, investing in hard and soft infrastructure, and cooperating in areas such as: climate change response, digital economy, green economy, circular economy...

In addition, to ensure investment and trade, Vietnam is expected to start reopening international flights in early December, including flights to Japan. This will make it easier for Japanese investors to make investment, market surveys, and deploy their investment projects.

By the visit, Vietnam wishes to further develop cooperation in investment, human resources and diplomacy with Japan, thereby creating favorable conditions for investors of the two countries to expand their business, form company in Vietnam and contribute to national economic development.

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Many "American eagles" expressed their desire to invest and expand into Vietnam

  After the Covid-19 pandemic with unremitting efforts, Vietnam has affirmed its capacity in all aspects with other countries, especially the capability to fight against Covid and quick return focus to business. Therefore, Vietnam is becoming an attractive investment destination for global investors including American companies. With the stable political situation, young and abundant human resources and commitment to investment facilitation from the Vietnam Government, it has become a great motivation for American investors to choose Vietnam as a safe and effective investment destination to set up company and expand business in Vietnam.

On the occasion of Vietnam Prime Minister Pham Minh Chinh's business trip to attend the Special Summit to celebrate the 45th anniversary of ASEAN- America relations, many big American enterprises such as Intel, Apple and Google have shared their desire to expand the supply chain, cooperate in technology and move production to Vietnam by coordinating with Vietnamese enterprises that have suitable capability to participate. This is also considered a great opportunity for Vietnam to interact with the world's leading advanced economy to improve its labor capacity and is a potential market for workers to learn and demonstrate their abilities.

Specifically, Apple wants the Vietnamese Government to continue to have preferential policies to encourage high-tech American enterprises to develop business and invest in Vietnam. On the other hand, Apple also affirmed that it will actively consider the Prime Minister's proposal on increasing the number of domestic suppliers and raising the rate of using domestic services and goods higher in Apple products in the near future.

In addition, Intel also showed its interest in the Vietnamese market by emphasizing the very important role of Vietnam and Vietnamese factories in Intel's production chain. Moreover, Intel also highly appreciates Vietnam's infrastructure and human resources as potential conditions for technology enterprises to continue to expand their operations. Especially in today's volatile world, Intel's expansion of investment in Vietnam is a strategic solution.

Currently, Microsoft is working with Vietnam's Ministry of Information and Communications to deploy digital skills programs both private and public sector, and data science development in Vietnam. Accordingly, technology will help enhance transparency and trust, prevent and fight corruption. Vietnam has a young population, a dynamic country, ready to receive new technologies Microsoft wishes to strengthen cooperation with Vietnam in the fields of digital transformation, ensuring network security, helping Vietnam achieve the goal of reducing emissions to zero by 2050 and contribute to helping Vietnam build a green economy, digital economy, and sustainable development.

In addition, in order to attract foreign investment, the Prime Minister emphasized that the "sincerity, trust and responsibility" stance, "harmonious benefits, shared risks" between big American and Vietnamese enterprises will help the relationship between the parties is stable and good. In addition, to implement the commitments it has joined, Vietnam is continuing to build and perfect institutions suitable to Vietnam's conditions and circumstances. Moreover, the development of strategic infrastructure such as digital transformation infrastructure, transport infrastructure, energy infrastructure, healthcare infrastructure... will also be the focus of completion to attract foreign investors to establish business in Vietnam.

Besides, Vietnam continues to improve the open and stable business environment, and effectively handle administrative procedures. In particular, digital transformation will help reduce direct transactions, fight negativity, trouble, corruption, save time and costs for people and businesses. Therefore, Vietnamese businesses need to innovate in both capacity and organization to capture this opportunity well.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Vietnam attracts FDI in 10 months of 2021

  In 2021, due to the spread of the Covid-19 epidemic in the world, the economic situation has been seriously affected. This greatly affects the investment performance of investors making investment in Vietnam. However, Vietnam government still implements many policies to attract forein investors to set up company, make investment, in order to realize the "dual goal" of fighting the epidemic and developing socio-economic and achieving economic growth to get the high results.

According to statistics of the Ministry of Planning and Investment, as of October 20^th, 2021, the total newly registered capital, adjusted and contributed capital to buy shares, and buy capital contributions from foreign investors reached USD 23.74 billion, which is accounted for 1.1% more than the same period in 2020. Realized capital of foreign investment projects is estimated at USD 15.15 billion, accounted for 4.1% over the same period in 2020.

Accumulated to October 20^th, 2021, the Vietnam has attracted 34,266 projects with a total registered capital of over USD 404 billion. The accumulated realized capital of foreign investment projects is estimated at over USD 247 billion, equal to 61.1% of the total valid registered investment capital.

Foreign investors have invested in 18 industries out of a total of 21 national economic sectors. In which, the processing and manufacturing industry leads the way with total investment capital of USD 12.74 billion, accounting for 53.7% of total registered investment capital. Next is the electricity production and distribution industry ranked second with a total investment of USD 5.54 billion, accounting for 23.3% of the total registered investment capital. Followed by real estate, wholesale and retail businesses with a total registered capital of USD 2.12 billion and over USD 803 million respectively.

In terms of the number of new projects, the processing and manufacturing industry, the wholesale and retail trade, and professional and scientific and technological activities are the industries that attract the most projects, accounting for 33.1% and 27.8% respectively, and 16% of total projects.

There are 97 countries and territories have the investors invested in Vietnam in the 10 months of 2021. In which, Singapore leads with a total investment of USD 6.77 billion, accounting for 28.5% of total investment capital in Vietnam. Korea ranks second with USD 4.15 billion, accounting for 17.5% of total investment capital. Japan comes third with a total registered investment capital of nearly USD 3.4 billion, accounting for 14.3% of total investment capital.  Investment amount is followed by China, Hong Kong, Taiwan,…

Foreign investors have invested in 58 provinces and cities in Vietnam in 10 months of 2021. Long An province leads the way with a total registered investment capital of USD 3.68 billion, accounting for 15.5% of total registered investment capital, including a large power project of up to USD 3.1 billion (accounting for 84.2% of total registered investment capital of Long An province). Ho Chi Minh City comes to second place with over USD 2.73 billion, accounting for 11.5% of total investment capital. Hai Phong city ranks third with a total registered capital of USD 2.72 billion, accounting for nearly 11.5% of total investment capital. Next are Binh Duong, Can Tho, Quang Ninh,...

In terms of the number of projects, foreign investors still focus a lot on investing in big cities with convenient infrastructure such as Ho Chi Minh City, Hanoi, Bac Ninh. In which, Ho Chi Minh City leads in number of new projects (34.1%), number of adjusted projects (17.7%) and capital contribution and purchase of contributed capital (59.4%).

In addition, Vietnam has implemented the selective investment attraction policies (reducing quantity, increasing quality) to eliminate small-scale projects with little added value. This also partly affects the number of projects of small investors planning to invest in Vietnam.

To ensure safety in the prevention and control of the Covid-19 epidemic, Vietnam has applied a policy of restricting entry and implementing long-term isolation, which affects the progress of surveys and implement the procedures of experts and project development groups.

Due to the impact of the epidemic, Vietnam has implemented a factory blockade and restricted the movement of workers in industrial zones, slowing production, reducing capacity and output, and disrupting the supply chain. This affects the psychology of new investors who are planning to invest in Vietnam.

In 2021, many factors affect the investment performance of international investors to Vietnam. However, with many policies to support and attract investment, Vietnam still becomes an investment destination for many big investors in the world. In late 2021 and early 2022, with many policies to attract FDI to revive the economy after the epidemic, Vietnam hopes that international investors can seize the opportunity to make investment, establish company, in order to bring the best economic benefits for their business.

Finding the right business partner in Vietnam is also important. We recommend doing research on the reputation of the company and individual shareholders, corporate or individual, gathering publicly available company information, and performing background checks on key personnel to find potential risks in cooperation. Working with a reliable partner can help achieve economic benefits, saving time and money in business.

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Set-up Business in Vietnam

  Foreign investors could make direct investment in Vietnam through setting up one hundred per cent (100%) capital of foreign investors, or establishing joint venture between domestic and foreign investors, or  investing in the contractual forms of: BCC, BO, BTO, and BT.

Types of enterprise for foreign investors to invest in Vietnam are as following:

a)     Set-up Limited Liability Company in Vietnam

Limited Liability Company is a form of enterprise which is established by contributing of members.  A member shall be liable for the debts and other property obligations of the enterprise within the amount of capital that it has undertaken to contribute to the enterprise.

Limited liability companies are regulated by two types:

-    One member Limited Liability Company is an enterprise owned by one organization or individual;

-     Limited Liability Company with two or more members is an enterprise owned by organizations or individuals, in which the number of members shall not less than two members and not exceed fifty.

Organizational and management structure of Limited Liability Company normally comprise of a Member’s Council, General Director or Director.

b)     Set-up Joint Stock Company in Vietnam

Joint Stock Company is an enterprise which has charter capital divided into equal portions called shares.   The minimum number of shareholders shall be three and there shall be no restriction on the maximum number.

Shareholders shall be liable for the debts and other property obligations of the enterprise only within the amount of capital contributed to the enterprise.

Joint Stock Companies may issue all types of securities to raise funds.  Founding shareholders must together register to subscribe at least twenty per cent (20%) of the number of ordinary shares which may be offered for sale.

The main difference between Joint Stock Company and Limited Liability Company is the Joint Stock Company can raise funds by offering shares or securities.  In addition, an enterprise tends to join the Stock exchanges or public company must be a Joint Stock Company.  Management system of Joint Stock Company is more complicated than Liability Company.

c)     Set-up Partnership in Vietnam

A partnership is an enterprise which must be at least two members being co-owners of the company jointly conducting business under one common name.  In addition to unlimited liability partners, there may be limited liability partners.

Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all of their assets.  Limited liability partners shall only be liable for the debts of the company to the extent of the amount of capital they have contributed to the company.

d)     Set-up Representative Office of Foreign Trader in Vietnam

A foreign business entity or a foreign trader is allowed to establish Representative Office in Vietnam.

Representative office of a foreign business entity in Vietnam (referred as “Representative Office”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to survey markets and to undertake a number of commercial enhancement activities permitted by the law of Vietnam.

Representative Office will need to apply and obtain the establishment license; and have a seal bearing the name of the representative office.

Representative Office is not allowed to directly conduct profit making activities in Vietnam (i.e: the execution of contracts, direct payment or receipt of funds, sale or purchase of goods, or provision of services), but the representative Office is permitted to

• To operate strictly in accordance with the purposes, scope and duration stated in the license for establishment of such representative office;
• To rent offices and to lease or purchase the equipment and facilities necessary for the operation of the Representative Office;
• To recruit Vietnamese and foreign employees to work for the Representative Office in accordance with the law of Vietnam;
• To open accounts in foreign currency and in Vietnamese Dong sourced from foreign currency at banks which are licensed to operate in Vietnam, and to use such accounts solely for the operation of the Representative Office.

e)     Set-up Branch of Foreign Trader in Vietnam

The Branch of a foreign business entity in Vietnam (referred as “The Branch”) means a subsidiary unit of the foreign business entity, established in accordance with the law of Vietnam in order to enter into contracts in Vietnam and conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

The Branch will need to apply and obtain the establishment license; and have a seal bearing the name of the Branch.

The Branch is permitted to conduct activities being the purchase and sale of goods and other commercial activities consistent with its license for establishment in accordance with the law of Vietnam and any international treaty to which the Socialist Republic of Vietnam is a member.

f)      Investment by Signing Contracts in Vietnam

Business co-operation contract (BCC) means the investment form signed between investors in order to co-operate in business and to share profits or products without creating a legal entity.

Build-operate-transfer contract (BOT) means the investment form signed by a competent State body and an investor in order to construct and operate commercially an infrastructure facility for a fixed duration; and, upon expiry of the duration, the investor shall, without compensation, transfer such facility to the State of Vietnam.

Build-transfer-operate contract (BTO) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall grant the investor the right to operate commercially such facility for a fixed duration in order to recover the invested capital and gain profits.

Build-transfer contract (BT) means the investment form signed by a competent State body and an investor in order to construct an infrastructure facility; and, upon completion of construction, the investor shall transfer the facility to the State of Vietnam and the Government shall create conditions for the investor to implement another project in order to recover the invested capital and gain profits or to make a payment to the investor in accordance with an agreement in the BT contract.

Foreign investors may sign BOT, BT and BTO contracts with a competent State body to implement infrastructure construction projects in Vietnam. Typically, the contracts are for projects in the fields of transportation, electricity production, water supply, drainage and waste treatment.

The rights and obligations of the foreign investor will be regulated by the signed BOT, BT and BTO contract. The Government encourages both public- and private-sector investors to participate in BOT, BTO and BT in the following sectors:

(i)  Construction, operation and management of brand-new infrastructure facilities; and

(ii) Renovation, expansion, modernization, operation and management of the existing infrastructure facilities such as:

•     Roads, bridges, tunnels, and ferry landings;

•     Railway bridges and railway tunnels;

•     Airports, seaports and river ports;

•     Clean water supply systems; sewage systems;

•     Wastewater, waste collecting and handling systems;

•     Power plants and power transmission lines;

•     Infrastructure works of health service, education, training, career training, culture, sport and offices of State agencies; and

•     Other projects as may be determined by the Prime Minister

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How to conduct research in Vietnam from official media source?

  The media is an effective source for us to search necessary information for learning, business activities or for daily life. However, with the development of the Internet, communication has a stronger influence and is the leading tool that we often use to find information. Besides the benefits that the media brings, the media might be abused to pose many risks for users. Therefore, how to find official information in the media source is a topic of concern for many people, whom wish to search i.e. reputation of business partners, record of business owners, shareholders, key officers or management personnel, public information of company or individual, actual business operation of company, government policies, regulatory matters…

It is increasingly important to check sources of information, especially on the internet and using social media. Any individual joining a media network, social network can post any contents and share information, even if the information may be false. In fact, images and videos can also be plagiarized, mislabeled, or fabricated to convey information. Meanwhile, when users do not have time to learn and verify the source of false information and the fact that this information is not censored, it can spread quickly in the mass media.

Therefore, to avoid accessing or searching for fake news, users should not rely on all the information on social networks. Accordingly, users should check trusted news websites or government websites. In addition, users can check the author, title or name of the agency or organization that wrote or published information and articles. Users will then have an initial assessment of whether they are eligible to post and can trust what they have posted.

Further, before sharing a post on social network platforms, users should check if it is reliable and authentic information. However, on social network, it is not easy for users to authenticate information within a short period of time. The best way is that users should get direct information from contacting an agency or expert in this field or refer to reports and content of a reputable news site.

In addition, users should rely on organizations that specialize in field in which the user is looking for information. For examples, if the a person is having health problems and wish to consult the instructions or recommendations on where to go for medical treatment, the user should call a medical facility for guidance and advice from experts or visit the website of the Ministry of Health for the most official and reliable information. Or a foreigners whom wish to find government policy or information for travel and entry for immigration during Covid-19 pandemic time, he/she can contact or visit the website of the relevant Vietnam Immigration Department.

One problem today is that fake channels are trying to design the interface to have a similar look like official websites and insert characters that if not alerted users can easily confuse. Therefore, users should carefully check the website address from which they get information.

In conclusion, it is important for media users to watch out for official and stay away from fake news when searching for information.  In addition to being vigilant and looking for official sources to get information, users can contact information search consulting company in Vietnam for effective solutions.

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