Hi
I'm looking to set up an import/export business in Ho Chi Minh. The information I have received to now tells me I need to have a nominee ( usually some kind of law firm?) that acts as your joint venture partner with 100% control but they then sign a pledge letter to leave us to make all company decisions to operate. The actual cost for reg, crest and stamps is only a couple of hundred dollars but the total cost is much,much more.......$5000 more with monthly costs to use there address and transfer letters if we use there address in set up of company. I will not be using there address as I intend to lease an office or house in D3 which may also include my accomadation.
I would be grateful for any advice or recommendations.
See below as explained from firm X.
As an alternative option, it would be our pleasure to propose an option for your consideration - Nomination structure. In this structure:
(1) You may appoint a Vietnamese individual (Nominee) to set up a 100% Vietnamese company providing the same business as you wish. By this option, on the legal documents, it is the Nominee who is the owner of the Vietnamese company.
(2) In addition, in order to protect the actual interests of the foreign investors (Nominators) in the Vietnamese company, the following documents will be entered into (i) a Nomination Agreement to govern the relationship between the Nominee and the foreign investors (Nominators), (ii) Loan Agreement between the Nominators and the Nominee, according to which the Nominee will use the money provided by the Nominator to invest in the Vietnamese company solely, (iii) Pledge Agreement, according to which the Nominee will pledge all the capital in Vietnamese company to the Nominator, this is to protect the actual interests of the Nominator in respect of the Vietnamese company when restraining the Nominee from selling the company to the others without your permission.
Note: the Nominee will do nothing in relating to the management of the company, the Nominators will run the business by themselve. The Nominee will transfer the capital in the Vietnamese company to the Nominator or the another person/organization appointed by the Nominators upon their instruction and subject to the permission of the Vietnamese law.