Below are two common issues that a foreign investor should pay attention to when applying to set up a company in Vietnam:

• Most foreign documents of the foreign investors including certificate of incorporation, article of association, passports of the representatives or directors need to be notarised by a foreign notary public and legalised by a Vietnamese consulate. In accordance with the Enterprise Law, many licensing authorities require a foreign document must be legalised within three months before the date of application. The time to prepare an application for an Investment Certificate and collect necessary documents and signatures may take more than three months. As such, it is advisable that the legalisation of foreign documents to be done towards the end of the preparation process not at the beginning. Doing so could ensure that the legalised documents will be less than three-month olds when submitted to the licensing authority.

• The licensing authorities in Vietnam usually pay special attention to the location of the head office of a foreign invested company. In practice, the licensing authority may require various document evidencing the right to use the office location by a foreign invested company including (1) an Memorandum of Understanding signed with the landlord; (2) Business Registration of the landlord which allows the landlord to lease office; (3) Land Use Right Certificate and other documents evidencing the landlord’s ownership right over the office building; and/or (4) a lease agreement signed with the landlord. In some cases, if the land and buildings are mortgaged to the landlord’s lenders, the licensing authorities may even require consent of the landlord’s lenders for a lease agreement.