“Our story” is a series of articles that present Viettonkin’s attempt in assisting clients to achieve their target. Our case study will help you understand how we work, how we help clients solve their problems in the most professional way.
FacCo is a leading Hongkong-based facility, asset, and property management service provider with branch offices in Macau and China Mainland. FacCo wished to form a business operation in Vietnam to implement its various services such as interior and architectural management services, building consultancy, and improvement works services in addition to the aforementioned services. FacCo wished to establish a rightful business enterprise at the earliest opportunities to immediately commence on doing business and asked Viettonkin to help in this regard.
Viettonkin’s approach to this project sought to highlight the client’s most urgent need, which is able to start the business process as soon as possible. The incorporation process for a 100% foreign-owned entity will typically take 80 working days to 3 months. Viettonkin would help its expertise to shorten this delay duration.
With the client’s top priority pinpointed, Viettonkin recommended that instead of declaring and registering FacCo Vietnam as a 100% foreign-owned enterprise, the company should consider establishing a business entity under a Vietnamese nominee shareholder’s name. This would greatly accelerate the incorporation process because the nominee registration procedure is typically considerably faster.
Indeed, Viettonkin assisted FacCo in all of the components of this establishment process. First and foremost, the initial task of the nominee registration process involved in finding and appointing the nominee himself. There would typically two nominees: Nominee Legal Representative and Nominee Shareholder. Since FacCo did not have any partners in Vietnam to authorize, Viettonkin assisted it in sourcing and recruiting trusted nominees for the establishment process, including supporting service in drafting and reviewing Trust Document, Authorization Agreement and Business Cooperaation Contract (between FacCo Hong Kong and FacCo Vietnam).
After the statutory registration procedure, FacCo Vietnam was able to do business immediately but the capital flow was not formalized, meaning that the transfer of capital between FacCo Hong Kong and FacCo Vietnam had to be made through Viettonkin, which caused certain inconvenience and delay.
With this problem in sight, Viettonkin made one step further in proposing the Share transfer process from FacCo Vietnam to FacCo Hong Kong. Essentially, FacCo Hong Kong would then acquire the entirety of FacCo Vietnam’s assets the nominee’s shares. Vietonkin actively helped FacCo Hong Kong in all steps of this semi-acquisition, from drafting and reviewing necessary application dossier and obtaining the new notification approval of acquisition to obtaining new Business Registration Certificate and drafting share transfer agreements.
After setting up the business operation under the Vietnamese nominees’ names, FacCo was able to start engaging its business activities immediately, avoiding wasting time for other administrative procedures. This approach shortened the establishment process from 3 months to merely 10 days.
The Share Transfer Process validated not only the capital transfer between FacCo Hong Kong and FacCo Vietnam but also the declaration of the nature of FacCo Vietnam, which was then a wholly foreign-owned enterprise.
FacCo Hong Kong’s next step after this successful incorporation and compliance is to incorporate into Cambodia and then Malaysia, with Viettonkin being its strategic consultant.