FOREIGN INVESTORS CONTRIBUTE CAPITAL TO RESTAURANT BUSINESS COMPANIES

FOREIGN INVESTORS CONTRIBUTE CAPITAL TO RESTAURANT BUSINESS COMPANIES

With the trend of deepening integration into all areas of economic life, the demand for restaurant business in Vietnam is also increasing and attracting domestic and foreign investors. In particular, the introduction of culture from all over the world has revealed the development potential of the culinary restaurant business containing the characteristics of national countries such as Japan, Korea, China, and Thailand, … From there, it can be seen that the investment demand of foreign investors in this field is inevitable. Foreign investors can choose many forms of investment such as establishing companies, contributing capital, and buying shares, … In the following article, Siglaw would like to share the order and procedures for contributing capital to a restaurant business company of foreign investors.

MARKET ACCESS CONDITIONS OF FOREIGN INVESTORS CONTRIBUTING CAPITAL TO RESTAURANT BUSINESS COMPANIES

Conditions on capital ownership ratio:  According to Vietnam’s WTO commitments, the restaurant business is classified as food supply services (CPC 642) and beverage services (CPC 643), accordingly, foreign investors are not restricted in capital ownership ratio, therefore, foreign investors can contribute from 1% to 100% of the charter capital of the company.

Registration of capital contribution: Because the restaurant business is a conditional industry, foreign investors must carry out procedures for registration of capital contribution.  

Vietnamese partner: The restaurant business company to which the foreign investor contributes capital must be a company that has been granted an Enterprise Registration Certificate.

The restaurant business is identified as one of the conditional business lines. Restaurants must meet the following conditions throughout their business operations:

• Conditions on processing places, processing areas;
• Conditions on food preservation;
• Conditions on persons directly processing food;
• Ensure food hygiene and safety conditions;
• Ensure safety conditions for fire prevention and fighting.

PROCESS OF CAPITAL CONTRIBUTION OF FOREIGN INVESTORS TO RESTAURANT BUSINESS COMPANIES

Step 1: Prepare capital contribution registration documents

Foreign investors need to fully prepare the following documents to carry out procedures for registration of capital contribution to a restaurant business company:

• A written registration of capital contribution to a restaurant business company includes the following contents: information on enterprise registration of the restaurant business company to which the foreign investor plans to contribute capital; list of owners and members being foreign investors (if any); the percentage of charter capital ownership of foreign investors before and after contributing capital to a restaurant business company; business lines of the company; the expected transaction value of the capital contribution contract; information about the investment project of the restaurant business company (if any);
• A written agreement in principle on capital contribution between a foreign investor and a restaurant business company with a foreign investor contributing capital or between the foreign investor and a member of that restaurant business company;
• A certificated copy of the land use right certificate of a restaurant business company with foreign investors contributing capital, in case the restaurant business company has a land use right certificate in islands, communes, wards, border towns and coastal communes, wards or townships; other areas affecting national defense and security;
• Certificated copies of legal papers of individuals and organizations contributing capital to restaurant business companies and restaurant business companies where foreign investors contribute capital;
• Letter of recommendation, power of attorney for submission.

Step 2: Apply documents 

Foreign investors submit dossiers at the Investment Registration Office:

• If the restaurant business company is headquartered in industrial parks, export processing zones, high-tech parks, and economic zones; Management boards of industrial parks, export processing zones, high-tech parks, and economic zones receive these dossiers.
• If the company is located outside the industrial park, export processing zone, high-tech park, the economic zone, the Department of Foreign Economic Affairs – Department of Planning and Investment of the province/city where the company is located receives these dossiers.

Within 15 working days after receiving a valid dossier, the Investment Registration Office shall issue a notice of satisfaction of eligibility for capital contribution to a restaurant business company.

In particular, in case a foreign investor contributes capital to a restaurant business company with a Certificate of land use right in an island, commune, ward, border town and ward or town in a coastal commune; in other areas affecting national defense and security, the Investment Registration Office shall carry out the following procedures:

• Within 03 working days from the date of receipt of a valid dossier, the investment registration agency shall collect opinions of the Ministry of National Defense and the Ministry of Public Security on the satisfaction of conditions for ensuring national defense, security and land use conditions;
• Within 07 working days from the date of receipt of the written request of the investment registration agency, the Ministry of National Defense and the Ministry of Public Security shall comment on the satisfaction of conditions for ensuring national defense and security for restaurant business companies with foreign investors contributing capital; after the time limit for requesting without comments, it is considered that it has agreed to satisfy the conditions for ensuring national defense and security for restaurant business companies with foreign investors contributing capital;
• Within 15 days from the date of receipt of a valid dossier, the investment registration office shall consider meeting the conditions for capital contribution and based on the opinions of the Ministry of National Defense and the Ministry of Public Security notify the investor. A written notice shall be sent to foreign investors and restaurant companies with foreign investors contributing capital.

Step 3: Make a capital contribution to the restaurant business company

Foreign investors shall open direct investment capital accounts and make capital contributions and transfer capital through such accounts.

Capital transfer members shall declare tax when transferring under the law on personal income tax, and corporate income tax (if any).

Step 4: Carry out procedures to change the type of company, members, company shareholders

After receiving the capital contribution of foreign investors, a restaurant business company needs to carry out procedures for changing members and shareholders of the company, In case the capital contribution to the restaurant business company leads to a change in the type of company, it is necessary to carry out procedures for changing business registration according to regulations.

Above are some of Siglaw’s sharing about conditions and procedures for capital contribution of foreign investors in restaurant business companies. If you have any questions related to the capital contribution process to the company, please contact Siglaw for answers and dedicated advice.

Siglaw provides consulting services on capital contribution to Vietnamese companies

“Customer satisfaction is the measure of Siglaw’s success. For us, every customer is a brand ambassador!”

Therefore, Siglaw takes care and meticulously of each customer in the most thoughtful way, when using Siglaw’s capital contribution consulting services to Vietnamese companies, customers will be most enthusiastically supported as follows:

1. Guiding the preparation of necessary documents and information to prepare dossiers for capital contribution procedures to Vietnamese companies.
2. Answering and consulting legal regulations related to capital contribution to Vietnamese companies.
3. Consulting advantages, legal incentives, and the most optimal tax suitable for each customer.
4. Guidance on consulting all foreign documents and documents.
5. Guiding customers to carry out procedures at competent state agencies.
6. Supporting consulting on tasks and procedures to be done after contributing capital to a Vietnamese company.

Siglaw Law Firm

Phone: (+84) 961 366 238

Email:

• vphn@siglaw.com.vn
• vphcm@siglaw.com.vn

Headquarters: Floor 12A Sao Mai Building, 19 Le Van Luong Street, Nhan Chinh Ward, Thanh Xuan District, Hanoi City.

Southern branch: No. 99 Cong Hoa, Ward 04, Tan Binh District, Ho Chi Minh City.

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