Pursuant to Law on Investment 2014, the Law on enterprises 2014, the Law on Tourism 2005, documents providing guidelines on implementation and Vietnam’s WTO Commitments, the process for foreign investors establishing a travel company in Vietnam shall comply with the following:
- According to the commitments of Vietnam as a member of WTO, Vietnam has not undertaken to permit the establishment of 100% foreign-owned travel companies providing travel agency and tour operator services Therefore, foreign investors shall establish joint-ventures with Vietnamese partners to provide travel services.
- Travel services under Vietnam’s Commitment including travel agencies and tour operators. Capital contribution of foreign investors in joint-ventures companies is not limited but must be less than 100%. However, foreign investor could only set up joint venture with a unit has been granted international travel business license for tour operator services;
- Foreign-invested travel companies are only permitted to do inbound services (means providing services for foreign travelers to Vietnam) and domestic travel for inbound tourists as an integral part of inbound services. They are not permitted to do outbound services (means providing overseas tourism services for Vietnamese travelers);
- Tourist guides in foreign-invested company must be Vietnamese citizens.
Forms of investment: Establish Vietnamese companies and apply for an international travel business license. Then foreign investors purchase shares or capital contributions of Vietnamese companies which have registered tourism business.
Step 1: Establishment of Vietnamese travel companies;
A dossier includes:
- Written request for registration of business;
- The company’s charter.
- The list of members for multi-members limited liability companies or the list of shareholders for joint stock companies;
- A valid notarized copy of: valid ID card or valid passport of individual; the Certificate of Business Registration of organization along with personal documents and power of attorneys of the authorized representative of the organization;
- Decision on contributing capital to company members, corporate shareholders;
- Power of attorneys for HNLAW&PARTNERS Law Firm submitting the file and receiving the result under the laws.
Company need to register: “Tour operator. Details: Tour operator activities, domestic travel and international travel business”.
Receiving agency: The business registry office of the Department of Planning and Investment where the head office of the company is located.
Processing time: 03-06 working days
Step 2: Apply for an international travel business license for Vietnamese company
A dossier of application for an international travel business license includes:
– Written request for application for an international travel business license;
– Copy of the business registration certificate of the enterprise;
– Business plan for international travel;
– International tourist program,
– A certificate of experience or papers proving the duration of operation of the operator of international tour business; Decision on the appointment of a person to run an international travel business;
– 03 photocopies of 03 tourist guides and contract of tourist guides with the company;
– Certificate of international travel business escrow.
Receiving agency: Culture, Sports and Tourism Department.
Step 3: Foreign investors purchase shares or contribute capital to Vietnamese company which have registered tourism business.
A dossier includes
The file for registration of capital contribution or purchase of shares or portion of capital contribution shall comprise:
- Written request for registration of capital contribution or shares purchase or portion of capital contribution (Standard form I-6 of Document No 4326/BKHĐT-ĐTNN)
- Copy of the people’s identity card, ID card or passport in the case of investors being an individual; copy of the incorporation certificate or other equivalent documents certifying the legal status in the case of investors being an organization;
- In case investors authorize others to submit file and receive results of investment registration procedures, the authorized ones must present their people’s identity card or passport or other lawful personal identification papers and the following items:
- Service contract between the investors and the service provider on submitting the dossier, receiving the result and a letter of introduction of such organization to the individual submitting the dossier and receiving the result; or
- Power of attorneys for the individual submitting the file and receiving the result under the laws.
Receiving agency: The investment registry office of the Department of Planning and Investment where the head office of the company is located.
Processing time: Within a period of 15 – 25 days from the date of receipt of the complete dossier.
Results of implementation of administrative procedures: written notice
According to Article 5 Circulars No 131/2010/TT-BTC, conditions of foreign investors (organizations, individuals) contributing capital to or purchase shares in Vietnamese companies: Foreign investors must open an investment capital account at a commercial bank in Vietnam. All activities of share purchase and sale, capital contribution assignment, receipt and use of distributed dividends and profit, remittance of money overseas and other activities relevant to investment in Vietnamese companies must all be conducted via such account.
Legal services at HNLAW&PARTNERS Law Firm for establishment of foreign-owned travel company
- Consult and draft the dossier for establishment of travel company;
- Consult about the conditions for the international travel business license;
- Consult about preparation and information to complete the dossier for the international travel business license;
- Draft the dossier and the business plan for application of international travel business license;
- Represent for the company to perform the procedures for application of international travel business license;
- Consult about conditions of foreign investors contributing capital, purchasing shares and capital contributions to Vietnamese company;
- Consult, draft the dossier for capital contribution, shares purchase, capital contribution of investors;
- Consult fully about legal issues during company operation.