According to statistics from the Ministry of Planning and Investment, as of July 20th, 2024, 91 countries and territories have invested in Vietnam, with the top three being Singapore, Hong Kong, and Japan. This indicates that Hong Kong ranks as the second-largest investor in Vietnam among countries and territories. 

Currently, Ho Chi Minh City is one of the top destinations for investment in the country, trailing only behind Bac Ninh and Quang Ninh. In this article, the author will clarify the operational procedures for architectural services and technical consultancy by Hong Kong investors in Ho Chi Minh City in particular, and Vietnam in general. 

1. Market access conditions for foreign investors

Hong Kong has been a member of the WTO since January 1st, 1995. According to Vietnam’s WTO service commitments, architectural services and technical consultancy services are among the services Vietnam has pledged to open to foreign investors. Therefore, investors from Hong Kong are allowed to invest in Vietnam to provide architectural and technical consultancy services. 

However, the WTO commitment stipulates that the investor must be a legal entity of a WTO member country. Accordingly, Vietnam only allows legal entities from WTO member countries to provide these services in Vietnam, and does not permit individual investors to register for these activities. 

2. Steps to establish a foreign-invested company engaging in the architectural and technical consulting services

a. Applying for an Investment Registration Certificate: 

• According to Point a, Clause 1, Article 37, and Clause 2, Article 39 of the Law on Investment 2020, Hong Kong investors must complete the procedures to apply for an Investment Registration Certificate at the Department of Planning and Investment where the project is carried out. 

• However, investors need to note two key issues: 

• • They must demonstrate financial capacity through the financial statements of the last two years or a bank statement showing a balance equal to or greater than the proposed registered investment capital. 

• • Provide a Memorandum of Understanding or a Lease Agreement to prove the location of the project.  

b. Applying for an Enterprise Registration Certificate:  

• After obtaining the Investment Registration Certificate, investors will proceed to apply for an Enterprise Registration Certificate to establish a company. According to the Enterprise Law 2020, there are three types of enterprises that the investor can consider: 

• • A single-member limited liability company, owned by the investor. 

• • A limited liability company with two or more members, ranging from 2 to 50 members, where Hong Kong investors can contribute capital together or with Vietnamese investors. 

• • A joint-stock company with three or more shareholders. 

• Investors need to consider two key issues during and after the issuance of the Enterprise Registration Certificate: 

• • The company can have one or more legal representatives. However, at least one legal representative must reside in Vietnam. 

• • Investors are obligated to fully contribute the committed capital in the correct form within 90 days from the date of issuance of the Enterprise Registration Certificate. 

c. Other required licenses:

• Notify the Department of Architecture and Planning where the headquarters are located, in accordance with Point c, Clause 1, Article 33 of the Architecture Law 2019. 

The above information outlines the key points to note when Hong Kong investors engage in architectural services and technical consultancy in Vietnam. Ensuring compliance with these regulations is a crucial step for investors to tap into a promising market.

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Business and Investment and contact our team of lawyers in Vietnam via email info@apolatlegal.com.