Business and Investment

As a dynamic law firm, Apolat Legal has gained extensive experience in advising Foreign Investors on investing in Vietnam or assisting and supporting Vietnamese Enterprises in receiving investment from Foreign Investors. Also, we support Vietnamese Enterprises in conducting outward investment and drumming up their business internationally. Our clients are comprised of companies operating in a variety of business sectors such as banking and finance, real estate, construction, entertainment, insurance, consumer goods, manufacturing, etc. We have constantly provided consultation and support for our clients throughout each stage of the project as well as the entire investment process in determining their management and capitalization structure and dealing with the issues of controlling/dominant right over the business operation and management.

We provide a full range of legal services in the field of foreign investment, such as assistance in market research, measuring benefits and quantifying risks associated with investment policies of the government, determining the effective structure in business transactions of clients, supporting clients in conducting detailed and specific deal diligences on the legal capacity of their counterparts, providing the best consultancy on corporate re-structuring, attaining approvals, business licenses, investment certificates, eligibility certificates for investors in Vietnam. In many circumstances, by having the unique capacity to communicate with the local communities as well as having intensive practice experiences of Apolat’s lawyers, we have succeeded in closely connecting the local authorities with the Clients in reaching a unified agreement, resolving deadlocks and contributing to the success of the clients’ businesses as well.

With many years of practice experience in working with Foreign Investors, we would like to point out several following factual obstacles and difficulties that Foreign Investors may face as investing in Vietnam:

• Language and culture barriers, the differences in policies and regulations of the law related to investment activities;

• The difficulties in determining and deciding the optimal place and scale for the investment project, planning the investment project, and forecasting and assessing the project’s feasibility;

• Failing to prepare well the applications at the initial stage, causing various troubles later on in repatriating the profits and recouping the capital investments of Foreign Investors;

• Be deluged with endless compulsory procedures as well as problems arising from the local authorities under their sole discretion, prolonging the time for project implementation.

By having a team of experienced lawyers and consultants specializing in the field of investment, Apolat Legal proudly and confidently provides the clients with the best legal advice and consultation in tackling legal issues when deciding to invest in Vietnam and conduct outward investments as well:

• Establishment of Foreign-Invested Enterprises (FIEs);

• Legal Advice on FIEs;

• Corporate Compliance and Governance;

• Corporate re-structuring, raising investment capitals;

• Adjustment of the Investment Registration Certificate;

• Outward investment.

Advising on Conditions and Regulations of the laws 

• Searching and offering up-to-date advice on policies, pros and cons of policies of Vietnam, the WTO commitments of Vietnam and other Trade Agreements between Vietnam and countries around the world;

• Advising Investors on forms of direct and indirect investments under the laws of Vietnam with detailed analyses on the pros and cons of each investment form for the Investors’ consideration to opt for the best one for each project;

• Advising on how to meet statutory conditions of the conditional business line(s) before or after submitting the application dossier for operation;

• Advising on the possibility of attaining investment approvals or certificates in accordance with the law with the comparison with the practice, providing proposals on adjusting the application, the content of the project necessary to increase the possibility of approvals.

Document Preparations and Negotiations 

• Advising on the procedures and required documents to implement the project or the establishment of a company;

• Supporting Investors in drafting documents and preparing dossiers necessary to implement the project, such as the company charter, joint-venture contracts, commercial contracts; engaging in conduct on behalf of the Investors to complete the statutory procedures to implement the project or the establishment of a company in Vietnam or other countries;

• Advising and representing Investors to negotiate with the business partners on documents and issues related to the project, structure of the organization, voting rights, authority of the Board of Managers, Board of Directors, capital transfers, first refusal rights, etc.;

• Advising on legal issues related to M&A transactions, including necessary due diligence(s) to identify and quantify legal risks for consideration.

The Attainment of Approval(s) 

• Submitting application dossiers on behalf of Investors to the Vietnamese authority(es) and following up the process of the appraisal of those application dossiers;

• Representing Investors in or participating with Investors in discussions and negotiations with the Vietnamese authority(es) on the projects for the purpose of obtaining approvals;

• Assisting Investors in completing the necessary procedures after the attainment of project-related operating approvals.

Other services 

• Advising Investors on legal issues relating to contracts of land leases and other land-related matters for construction of projects, office leases, labor and employment, internal regulations of enterprise, construction contracts, etc.;

• Advising and assisting investors in seeking and locating appropriate land sites that best meet the requirements of each investment project.