Thứ Ba, 1 tháng 6, 2021

Set-up Joint Stock Company in Vietnam | ANT Consulting

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.

Set-up business in Vietnam | ANT Consulting

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:


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.




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.


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.


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.


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.


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

Chủ Nhật, 30 tháng 5, 2021

Indian Businesses Consider Vietnam as a New Investment Destination | ANT Consulting

On the occasion of the 45th anniversary of Vietnam – India diplomatic relations and 10 years of strategic cooperation between the two countries, Mr P. Harish, Ambassador of India to Vietnam said that the two countries’ cooperation is very nice, many Indian businesses are considering Vietnam as a new investment destination in the region and choose to set up business in Vietnam.

India and Vietnam relationship have been developing very strongly since the two countries established diplomatic relations in 1972. The two countries advanced their relationship into strategic partnership in 2007 and then became comprehensive strategy in September 2016, when the Prime Minister of India visited Vietnam. This cooperation framework includes security, defense, economic and cultural cooperation, high-level delegation exchanges and people-to-people exchanges.

In terms of trade, bilateral trade has increased tenfold, from 1.15 billion USD in fiscal year 2006 – 2007, to 10.1 billion USD in fiscal year 2016 – 2017 (according to Indian data). The two countries’ leaders have set a bilateral trade target of 15 billion USD by 2020. India is among the top 10 trading partners of Vietnam and Vietnam is India’s fifth largest trading partner in ASEAN region.


Regarding investment, Vietnam currently has 136 Indian projects, with a total registered capital of about 1.28 billion USD, including capital from India through third countries, mainly focusing on areas as oil and gas, renewable energy, minerals, agricultural product processing, information technology and automotive components. The latest project of India in Vietnam is the instant coffee processing project of Tata Coffee Company in Binh Duong province, with a total registered capital of 63 million USD.

In order to achieve this goal, Vietnam and India need to work more closely in strengthening the exchange of business delegations and encouraging investment in one another, to promote trade.

In addition, Vietnam and India are expected to strengthen connectivity in aviation and sea line. Expected this year, Vietjet will open direct flights to India. Furthermore, linkage in the banking and finance sectors is also accelerating. Also, India has also strengthened its projects in Vietnam in the areas of human resource development, IT capacity building, English language teaching and science and technology.

With such a multidisciplinary approach, we can realize a comprehensive strategic partnership between the two countries and explore the potentials of two nations.

Thứ Tư, 26 tháng 5, 2021

FDI Is Expected to Flow into Vietnam After the Covid-19 Epidemic | ANT Consulting

The Covid-19 epidemic is also considered an opportunity for Vietnam to receive faster flows of foreign investment, especially capital flows away from China.

According to the Director of Foreign Investment Department (Ministry of Planning and Investment), a large US corporation is planning to invest a multi-billion-dollar project in Asia. The two locations they considered were China and Vietnam. Given the situation of the Covid-19 epidemic in China, it is likely that they will choose Vietnam. In March, they will make a final decision…

A group of Korean and US investors interested in LNG power projects in Vietnam is probably one of the rare foreign business delegations coming to Vietnam at the time of the outbreak of Covid-19. On February 11th, they went to the Government Office and the Ministry of Planning and Investment to work on this content.

Without hiding ambition, according to representative of Korean investors consortium including Korea Gas Corporation, Southern Korea Electric Company, Hanwha Group… – they want to invest into LNG port and gas power plant projects in Vietnam. Even in addition to the electricity sector, these investors also want to invest in other areas in Vietnam.

The fact that foreign investors still coming to Vietnam at this time proves the attraction of Vietnam. The postponement and cancellation of investment promotion trips of foreign investors is only momentary.

In addition, according to the National Center for Socio-Economic Information and Forecast, the Covid-19 epidemic showed that the world was too dependent on China.

Having similar views, the New York Times also forecast that the flow of foreign investment from China to Vietnam to avoid US taxes could be accelerated by the Covid-19 epidemic.

According to the representative of JETRO Hanoi Office, in order to disperse risks, 122 Japanese enterprises asked by JETRO said that they decided to relocate their production in China and the place to be moved to the top is Vietnam.


Vietnam is at the top of the list, with 42.3% of the 122 businesses mentioned above have chosen. Following Vietnam is Thailand (20.6%), Philippines (18.6%) and Indonesia (16.5%). Japanese enterprises moving away from China not only because of trade war, but also to evade the increasing input costs in this market.

In the international market, it is forecasted that the flow of international investment into China and investment from China to foreign countries will face difficulties in 2020, even possibly sharply decline in the first quarter of 2020. The Covid-19 epidemic, if combined with geopolitical risks, trade war risks… also makes the global political, economic and social environment even more uncertain, promoting defensive psychology, shrinking, thus weakening investment motivation.

This is an opportunity for Vietnam to have policies to attract investors who are intending to narrow production in neighboring countries and invest in Vietnam. Investment promotion units should proactively work with foreign investors who have plans to invest in Vietnam to discuss, orient and unify the preliminary investment procedures.

Besides, in the long term, it is necessary to continue improving the investment and business environment, amending policies and strategies to attract foreign investment.

Thứ Ba, 25 tháng 5, 2021

Vietnam: The World Largest Smart Phone Manufacturer | ANT Consulting

Samsung has become the largest investor in Vietnam by setting up factory to produce electronics products in Vietnam and then export to more than 50 countries in the world.

According to Mr Hyun Woo Bang – Deputy General Director of Samsung Vietnam, the cheap and abundant labor source is not the main reason leading to the decision to expand Samsung’s investment in Vietnam.

In a recent meeting with the Ministry of Information and Communications, a leader of Samsung has revealed that each 100 employees in the mobile segment of Samsung, there are 80 Vietnamese. Currently, the corporation is employing around 130,000 employees in Vietnam.

In 1995, Samsung started to invest in Vietnam, so far has been 21 years. Since 2008, Samsung has formally invested in mobile phone manufacturing factory. Currently, Samsung has about 130,000 Vietnamese workers. There were so many people questioning if Samsung invested in Vietnam because of cheap labor. However, labor is not the most important factor. In terms of labor resources, Vietnam is not the richest country in comparison with India. Regarding labor costs, there are many other countries in the region also having cheaper labor costs than Vietnam. The quality of Vietnam’s labor is also not the best in comparison with surrounding countries.

Samsung invests in Vietnam is a strategic decision of the corporation based on the economic developments, tax policy, stable political factor, labor sources, the ability to import raw materials…


So far Samsung has invested nearly 15 billion USD in Vietnam. The two largest projects of Samsung in Vietnam are Samsung Electronics Vietnam (SEV) with an area of 110 ha in Yen Phong, Bac Ninh and Samsung Electronics Vietnam Thai Nguyen (SEVT) on an area of 170 ha in Pho Yen, Thai Nguyen. These two factories are producing and assembling mobile phone, tablet and phone components. Products from these factories will be exported to more than 50 countries and territories worldwide.

In addition, Samsung has recently invested more than 3 billion USD in Samsung Display (Bac Ninh); 300 million USD in R&D center specialized in researching and innovating new products.

In 2015, Samsung exported about 32.5 billion USD and two factories in Bac Ninh has provided 200 million mobile phones globally. In 2016, the factory in Ho Chi Minh City and Samsung Display will continue to go in operation with great outputs providing to the global market.

Vietnam has become the largest smart phone manufacturing headquarter in the world. Samsung has 9 factories and investing in many countries, but their investment in Vietnam is the largest.

In many countries around the world, the business environment of Vietnam is very stable. Perhaps because of large investments, Samsung always get the support from the Government and local authorities. Currently, there is a shift of capital flows of multinational corporations from one country to another. Therefore, Vietnam should base on the new context to offer attractive strategy accordingly.

Chủ Nhật, 23 tháng 5, 2021

Risk Management In Enterprise | ANT Consulting

Risk and manage risk

Conceptually, risk is any uncertainty that may be harmful to the ability to successfully implement the business objectives of the enterprise. Businesses can identify potential risks to manage them. Fully understood, risk management is a process of a comprehensive review of the business operations to identify potential risks that may impact adversely to the operational aspects of the business. Based on that, the response solutions will be given corresponding to each risk. We can also understand that the risk management process is a process that is organized in a formal way and ongoing to determine, control and report the risks that can affect the achievement of the business objectives of the enterprise.

Requirements for operational risk management

To ensure that risk management activities are carried out as planned, the implementation must ensure the following requirements:

• Raising awareness about the risks as well as the ability to cope with risks appropriately throughout the enterprise;

• Formalize the process of risk management;

• Develop unified risk management processes in the enterprise;

• Transparency risks;

• Including risk management process as part of the internal control system;

In fact, well organized and efficient risk management activities will contribute to add value to the enterprise, specifically:

• Help improving operational efficiency and create competitive advantage;

• Contribute to the allocation and efficient use of corporate resources;

• Minimize errors in all aspects of business operations…

Recently, with the powerful impact of high inflation rate and economic recession caused by the global financial crisis to enterprises, people are concerning more about risk management activities. Many experts believe that well organized and effective operated risk management system will help businesses withstand and overcome fluctuations.

However, how to organize a complete risk management system is the fact that not many businesses are well understood. The worrying thing is many businesses supposing that with the use of insurance services, their businesses are making adequate risk management. That is completely incorrect.

Risk management policies and implementation

To establish risk management systems, enterprises should start from the development of risk management policy. This policy will define the approaching and managing of risk. In addition, risk management policies will clearly defined responsibilities for risk management throughout the enterprise to Board of Directors; The subordinate units; Departments; Risk management department (if any); the internal audit department – internal control. The implementation of risk management activities should be tied to business strategy, annual budget plan and the business cycle in the enterprise.

Risk Management Process

Basically, risk management processes typically include basic steps such as: confirmation of the business objectives, identify risks, description and classification of risk, assessment and risk ratings, response planning development, reporting an update on implementation, monitoring the process of implementation, review and improvement of risk management processes. Details of some of the main steps in the risk management process are as follows:

Confirmation of business objectives

Risk management activities are organized and implemented towards ensuring the successful implementation of the enterprise objectives. Therefore, at the begining the risk management process, the first task that business leaders need to do is confirming the operational goals of the business. This will be the base to ensure that risk management activities are held in the right direction.


Identify Risks

There are many methods to identify risk. Each method has different advantages and disadvantages. However, the following methods are considered using to determine the risk:

· Organize risk assessment workshop;

· Organize “Brain Attack” meeting;

· Questionnaire;

· Audit and inspection;

· Based on industry norms;

· Situation analysis

In fact, the method of determining risk that are used most in organizations is organizing risk assessment workshop. Attending the workshop are the Board of Directors and leaders of all departments. Members at the workshop will exchange information to give a list of business risks. In many cases, the result of the risk identification process is a long list of potential risks. However, this should not be too worried, the implementation of the next steps of the risk management process will help identify clearly the risks that are really the great risk to enterprises.

Description and classification of risk

After identifying potential risks, the next step is to describe briefly but specifically about the origin, cause, consequence and impact of each risks to the enterprise.

Next, we will implement the risk classification. There are many different types of potential risks for enterprises. They can originate inside or outside the enterprise. Based on the nature of the risk, they are many way to classify risk. However, the most common way is to classify risk into 4 groups as follows:

· Financial risk: interest rate, exchange rate, credit source, cash flow and ability to pay…;

· Strategic risk: competition, customer changes, industry changes, risks for research and development activities, intellectual property…;

· Operational risk: the leaders, corporate culture, violation of management rules, financial control, information systems…;

· Dangerous risk: environmental risks, supplier, natural disaster, risks for assets, contracts, products and services…

The classification of risks as above will help enterprises to manage risk in a systematic way.

Assessment and risk rating

Enterprise resources are limited while the number of the risks is great. So, the next step is to organize, evaluate and ranking risks according to priority level of response. Enterprises will analyze, evaluate each risk according to two criteria: the possibility of risk and the extent of the risks affecting the business if happened. The risk that the businesses need to prioritize response and prevent is the risk with high likelihood and degree of influence.

Develop response plans

Develop response plans is an important stage in the process of risk management. At this stage, enterprise should given the preventive measures and specific control should be taken to prevent and minimize damage if the risk occurs. There are 3 contents that must be determined for each specific risk when developing response plans:

1. Measures that should be implemented to prevent risks;

2. The completion deadline for those measures;

3. The person that responsible for managing that risk.

Monitoring the implementation of measures

In the process of implementation of response measures, businesses need to build a system of reporting regularly to ensure strict control of the implementation process. Enterprises also need to ensure that all shortcomings in the implementation of risk control measures must be timely reporting to leaders.

At the same time, business leaders must also build a culture of risk management to every staffs in the enterprise. It is high time that the corporate governance should seriously view the role of risk management activities, consider setting up and maintaining a risk management system in business. Practical experience shows that, once the risks are forecasted, enterprises can fully develop and deploy effective response plans for sustainable development.
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