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What is corporate secretary ?

Within any organization, a Corporate Secretary’s duties include ensuring the integrity of the governance framework, being responsible for the efficient administration of a company, ensuring compliance with statutory and regulatory requirements and implementing decisions made by the Board of Directors.

The Corporate Secretary also retains and organizes all of the corporation’s significant documents as well as records; some of these might include its business licenses, sub-licenses, compliance paperwork, stock transfers, proxy statements, shareholder correspondence and contracts.

The breadth and importance of the role of the Company Secretary has increased markedly over the past five years. It is a unique role as the Company Secretary is often neither part of “line management” nor a member of the Board itself. There are endeavours to move the profession beyond that of being the “administrative servant of the board” to one which encompasses the broader role of “board advisor”.

Head of LEGAL PRACTICE, ePCA CONSULTING

Services
Full Corporate Secretary Package

This yearly full corporate secretary services package will cover the needs of your company to the fullest. It is just as having a Compliance Officer in your walls to handle all legal and compliance matters. Additional expenses are not included such as government fees, tea money, fast processing, travel expenses, etc. 

Fee starts at 5.000.000VND per month excluding VAT, contact us for a precise quotation. 

Perhaps the most important, contracts are the hearts of business. This is how you run your business,deliver your product/service but as well how you protect yourself and others. Redacting a proper contract is an art that requires not only a deep understanding of business and its intricacies but also a true mastery of the Vietnamese Corporate law in general. A sales contract that is not properly redacted will create a liability at different levels (tax,audit, accounting, business, etc.). That is why we always advise our Clients to opt for the safest options! 

It is key to be properly advised during the company evolution. Each operations as simple as a bank account opening is requested to come with the correct procedure and forms. In that particular case, your Compliance Officer will help you redact all the necessary minutes to enact the decision from the Director’s board. He/she will guide and supervise the whole process making sure that it is legit and in compliance with Vietnamese law. 

The right form is needed for the right procedures. Your Compliance officer will take care of redacting and ensuring the correct form in the right format because each procedures.

Once prepped comes the time of filing. Your Compliance Officer will take care of filing the right form to the right desk. Making sure that no time is wasted and allowing the company to solely focus on business outsourcing their legal and compliance to a professional firm.

Formal changes in the company status have to come with a formal publication (e.g. change of address, change of directors, etc.). Those are mandatory and must be done properly and in due time. Your Compliance Officer will assist you with these complex tasks with a timely and accurate manner.

'A la carte' services

you can also hire us periodically to help!

Labor Contracts

Vietnam is a country where workers are well protected, as well as employers. Only if their contracts are well redacted and conditions well and properly negotiated in advance. Do not fall into the "foreigner employer trap". ePCA Consulting has a broad knowledge in labor contracts and negotiations with employees and will be a definite asset when contracting time comes. We master all market and legal practices allowing our Clients to act knowingly and pragmatically, even in a hostile environment.

Steps
⦿ Understanding the current situation
⦿ Advising on the need of a legal work contract
⦿ Advising on the expenses related to such contract
⦿ Negotiations with the employee on behalf of the Client
⦿ Reaching an agreement on principle
⦿ Defining the contract particulars
⦿ Drafting the contract in Vietnamese
⦿ Translating it into English
⦿ Submitting to the Parties
⦿ Verifying lawfullness
⦿ Finalization of the contract

For labor registration, click here

Timeframe
⦿ Around 2-4 weeks

Business Contracts

Redacting a proper contract is an art that requires not only a deep understanding of business and its intricacies but also a true mastery of the Vietnamese Corporate law in general. A sales contract that is not properly redacted will create liability at different levels (tax,audit, accounting, business, etc.) that will translate later on into penalties and additional fees. ePCA Consulting will help you protect your business with lawful and effective contracts so that audit and tax inspections become simple legal formalities!

Steps
⦿ Identifying the type of contracts
⦿ Defining the legal framework
⦿ Defining the contract particulars
⦿ Drafting the contract in Vietnamese
⦿ Translating it into English
⦿ Submitting to the Parties
⦿ Verifying lawfullness
⦿ Finalization of the contract

Timeframe
⦿ To be confirmed

Shareholders' agreement

Probably one of the most important agreement in corporation and sadly the most often unaddressed by motivated Partners. ePCA Consulting advises wisely and does that difficult job of helping out each shareholder during the negotiations to finally shape an agreement that will define the relationship between all investors. Sometimes it may be judicious to settle all the terms addressing all possibilities before they actually happen to safeguard the future relationships and the smooth operations of the company.

Change of particulars

Changes such as passport number, address of the shareholders or directors, telephone, website, email, etc. on the enterprise registration certificate.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ IRC update if any (+1 month&extra fees)
⦿ ERC update
⦿ Publication
⦿ Update all branches ERCs

Timeframe
⦿ Around 10 days*

Change of address in the same Tax District

Moving the headquarter is often an important step in the life of a company. ePCA Consulting will be around to assist you from the moment you pick the next location for your business making sure that each step is done properly.

Steps
⦿ Lease contract advisory
⦿ Landlord communication regarding the tax issues
⦿ Lease contract notarization
⦿ Arranging the landlords tax paperwork
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ IRC update if any (+1 month&extra fees)
⦿ ERC update
⦿ Token subscription update
⦿ Electronic invoice template update
⦿ Publication of e-invoice template update
⦿ Information update at the bank
⦿ Update all branches ERCs
⦿ Transfer all social security & insurances office for all employee(s)/Director(s)

Timeframe
⦿ Around 1 month*

Change of address in a different Tax District

Moving the headquarter is often an important step in the life of a company. ePCA Consulting will be around to assist you from the moment you pick the next location for your business making sure that each step is done properly.

Steps
⦿ Lease contract advisory
⦿ Landlord communication regarding the tax issues
⦿ Lease contract notarization
⦿ Arranging the landlords tax paperwork
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ Filing at the District Tax Office
⦿ IRC update if any (+1 month&extra fees)
⦿ ERC update
⦿ Token subscription update
⦿ Electronic invoice template update
⦿ Publication of e-invoice template update
⦿ Information update at the bank
⦿ Carving the new company stamp
⦿ Publication of the new company stamp
⦿ Update all branches ERCs
⦿ Transfer all social security & insurances office for all employee(s)/Director(s)

Timeframe
⦿ Around 45 days*

Change of legal representative(s)

We assume that you have already read our article about legal representatives in Vietnam (it can be found here). If the General Assembly needs to appoint a new Director/Vice-Director, your Compliance officer will gladly take care of this task.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ Filing at the District Tax Office
⦿ ERC update
⦿ Token subscription update
⦿ Electronic invoice template update
⦿ Information update at the bank
⦿ Update all branches ERCs

Timeframe
⦿ Around 1 month*

Change of company name

We assume that you have already read our article about how to name a company in Vietnam (otherwise it can be found here). If a change of name is necessary, your Compliance officer will gladly take care of this task. But please notice that the previous name will still appear in the Enterprise Registration Certificate.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ Filing at the District Tax Office
⦿ IRC update if any (+1 month&extra fees)
⦿ ERC update
⦿ Token subscription update
⦿ Electronic invoice template update
⦿ Publication of e-invoice template update
⦿ Information update at the bank
⦿ Carving the new company stamp
⦿ Publication of the new company stamp
⦿ Update all branches ERCs
⦿ Transfer all social security & insurances office for all employee(s)/Director(s)

Timeframe
⦿ Around 1.5 month*

Change of shareholder(s)

We assume that you have already read our article about legal representatives and shareholders in Vietnam (it can be found here). If new shareholders are joining the investors' team, nothing easier as your Compliance officer will gladly take care of this task.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Application at the company registry
⦿ Application at the District Tax Office
⦿ IRC or Foreign Investment Certificate update
⦿ ERC update


Timeframe
⦿ Around 1 month*

Capital Increase (decrease)

ePCA Consulting can help you to increase or decrease the capital. This has to go through the Ministry of Investment in Vietnam and is sometimes refused. The reasons of the increase/decreased will be thoroughly screened. For instance, in order to decrease the capital, the company must be in operations for at least 2 years. These sensitive operations must be done properly by professional and cannot be taken lightly. Please contact us to discuss the best way to achieve your goals.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Application at the company registry
⦿ Application at the District Tax Office
⦿ IRC or Foreign Investment Certificate update
⦿ ERC update


Timeframe
⦿ From 30 days to 60 days*

Change in business activities

If you wish to start another activity(ies) with your company. Nothing easier,ePCA Consulting will help you register new business activities and add them to the existing ones. There are several types of activities in Vietnam that are described here. Depending on the category, different procedures will be required to get to compliance i.e. required capital, sub-license, etc. If your activity is in the less contraining group, this procedure will not take more than 10 days!

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ IRC update (if any)
⦿ ERC update
⦿ Publication

Timeframe
⦿ From 10 to 60 days*

Change of company status (dormant)

Time for a break? You can put your company into the dormant status. To do so, nothing easier, do not forget to file 15 days before you want it to start. During that period, there is no obligation to "do your accounting" if the dormant time does not include any day in the fiscal year i.e. if you wish to start a dormant year, start it on the 1st of January until December 31st. Like so, no accounting for one year and also no registration tax! Deadline is 15 days before it starts... Once in dormant mode, you may wait for the company to change status automatically (the normal term is one year, to be renewed maximum one time) or you can choose to change the status again into active but that will cost you the fee for one procedure!

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ Filing at the District Tax Office

Timeframe
⦿ Around 2 weeks*

Create a branch

Your business is developing, nothing could be happier for us! We can assist you open a branch of your business anywhere in Vietnam. Branches can be set as an independent accounting entities or one can choose to do the accounting together with the mother company (except for hotels, restaurants & spas where separate entities are required by law).

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry
⦿ Issuing new branch ERC

Timeframe
⦿ Around 10 days*

Dissolution of your LLC or branch

It is possible to dissolve your company if all taxes, debts, and social security are paid. All years must be audited "successfully" if the company has any foreign investors in the books. The conditions are the same for the termination of a branch. It takes from 3 to 9 months to dissolve a company and a few weeks to terminate a branch after all of the above has been settled. Contact us for further information.

Steps
⦿ Application preparation
⦿ Collecting signature(s)
⦿ Filing at the company registry

Timeframe
⦿ To be defined

Get a sub-license

Sub-licensing is mandatory for a certain amount of activities in Vietnam (such as retailing, opening a retail shop, trading alcohol, e-commerce platform, etc.). When you wish to get a sub-license, it is required to file an application to the correct body of the Government. Content of the application will vary according to the industry. Time frame usually goes from 1 to 6 months and sometimes substantial "processing" fees are taken by the Government. If the new activity you plan to operate in Vietnam requires a sub-license, please contact us so we can provide you with a complete quotation that includes a feasibility study and updated breakdown of the costs.

Other services

There are plenty of other services that we did not list here such as getting a duplicata for your lost enterprise registration certificate! If you wish to contact us for a special mission or have a particular request regarding compliance, please click on the button below to reach our contact page. We will get back to you shortly!

* please note that terms are calculated based on a passport/signature collection time of 1 day and with all receivable signatures and start after the deposit has been received>
** rates usually differ depending on which method of incorporation you have chosen at the beginning, please contact us to get a precise quotation

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