Many sites where clearly dead ends, that were not well maintained and did not have good contact information. Others seemed to be old and outdated. The ones that seemed the most informative were
- Vietnam Briefing [my evaluation]
- GBS [my evaluation]
- Healy Consultants
- Grand Wakto [my evaluation]
Each of these companies actually also happen to provide services to help me setup the entity in Vietnam. So I contacted each of them. For the most part, I had read enough information to determine that the type of office I wanted to setup in Hanoi is called a 'Representative Office'. This type of office is not an actual entity in Vietnam, It is simply an office that can provide services to the home office in the states, and it comes with many restrictions such as:
- The office can not enter into contracts with local businesses(contracts must be with made with my company stateside)
- The office can not sell anything in Vietnam
- The office can not get its own bank account.
Many of the law offices I contacted in Vietnam actually spent a good deal of time with me via email (and some even had their US Offices call me) to make sure that our business model is appropriate for a Representative Model. Some offices were different than others and focused on ensuring that certain types of business were not part of the model we were planning
- For example, one was concerned that if the Vietnamese employees worked directly with our clients in the US that could be a problem (We don't have any plans for that so it is not an issue, but other law offices didn't seem to see a problem with that)
- A US attorney that spend 5 years in Vietnam supposedly doing business law, was very concerned about our model saying that you absolutely are not able to (under Vietnamese requirements) able to have an office of programmers providing services to us in the US. However I have discarded his thought as I believe they are outdated, he also seemed to think that filing for a Representative Office was about $5000, when I have verified that it is less than $100 (he later said it appears things have changed in the last few years). Anyway, he suggested that I set up a single owner LLC in Hanoi. Which requires that I get a bank account there and capitalize it to a certain level and that I have a representative that lives in Vietnam at least X months per year. This was overkill but it was good to hear about how big of a jump I would have to make if I were to go to the next level above a Representative Office.
The level of services offered by the different firms is extremely varied with different companies offering at a minimum - The regulatory filing of the Representative office. Other services were very different and getting so many proposals helped me to get a good landscape for the types of services I need.
- Regulatory Filing - With / Without Fees
- Providing a temporary office location / address where you can put out your 'shingle' while you make the filing as a Representative Office (most providers that offered this charged $200 / month, when I asked about whether the fee is something that is negotiable or is something I could do without, I consistently heard back that they are unable to change the fee as it involves having to have an actual posted formal sign showing that we are in business at that location and an Employee must be at that location and familiar with it. I believe this to be an essential service to getting the Representative Office setup
- Translation of Documents - We have to provide several notarized copies of company 'charter' or corporate formation documentation which proves we have been a recognized legitimate business in good standing. These documents have to then be translated to Vietnamese and submitted as part of the application. Some companies included this in their listing of services, other companies did not, however I believe that all businesses would have to do this or they would not even be allowed to file it. It seems to indicate a certain level of sophistication for the company that they mention it, so this seems to be one that I trust. The best suggestion I saw around this was a suggestion that the documents are actually submitted through the Vietnamese consulate in the US for authentication.
- Many lawyers just sent emails without detailing their address or information, but some documented their address in Hanoi as well as their Hanoi Tax Authority Tax Number. This really helped to legitimize certain lawyers.
- Help hiring employees - it seems that law firms are often engaged to help locate employees. This may be related to a regulation I read about somewhere along the way that Representative Offices and Foreign Companies that are going to hire local, must submit their notice of hiring through a 'recruitment' office, which sounds like is a government clearinghouse for jobs. It seems that it is a social style program to help make sure that as many people as possible know about the jobs available and not just a select few. One thing that was interesting was how different the many billing models for this were. Some places simply said if the employee worked for more than 2 months, the fee was equal to 2 months salary, others billed for the services of finding the employees, while one company(my favorite) has a $400 fee for each employee they hire for me. They offer with that, a 2 year guarantee, where if the employee quits (or I have to fire them) they will work to rehire that employee as part of that first $400 fee. I confirmed that for this arrangement, the fee of $400 is the same for a business manager as it is for a developer. Most companies also had a guarantee which related in some way to say that they would not 'poach' any of your employees by allowing them to work for any of their other clients in the case they quit or were fired.
- One company offered to help me get a 5 year work visa for $280 (plus regulatory fees which are probably less than $100) after the Representative Office is setup.
- Interior Office organization $300 for consuting for what equipment you may need including working with the hardware / software / furniture companies to get bids
- My favorite company Grand Waktu put this in there description of services under Registration of representative office: "This price includes all necessary things: all notary, translation, administration and government fees related to organization as well as all post registration fees like stamp registration at local police, newspaper announcements about creation of the representative office and all other necessary things to make your representative to be in good standing and launch the activity, as well as full placement organization such us preparing offices for rent, go with you to see locations in person, support you in all legal agreements between you and all related parties before registration (labor agreements with your current staff, rental agreement, check of office space legal documents)" I did have to clarify with them whether these fee included the cost of a temporary office address since it was not addressed.
- Some companies listed the individual services they would be performing, but only Grand Waktu listed the items they need from me in order to move forward.
- 1. Notarized copy of business license
- 2. Audited financial report for last year (closest year you have the report)
- 3. Charter of mother company
- 4. Passport copy of the director of US company
- 5. Passport copy of the director of Representative office(there may be a case where you are both for no 4 and 5, but please kindly still provide 2 copies)
- 6. Decision about representative office formation (we will draft for you)
- These documents should get following process:(we will advice how and where to do that, what kinds of stamps to get etc)
- 1. local notary in the US
- 2. consular section of Ministry of Trade/Foreign Affairs in the US - legalization
- 3. Vietnamese consulate in the US - authentication
All of these points above have helped me to identify that Grand Waktu appears to be the company that will help me with the services I need in the most complete way possible. It seems they have most clear grasp of services they need to address and they are able to help me by reviewing contracts and setting up office spaces.
The thing I have not discussed is fees. One law office had a laundry list of fees that I could select from almost ala carte, and the services ended up being more than 12K. Several other services, almost by some sort of grand cost sheet charged 1200$ for the setup + 200$ month for the temporary office. This equates to 1800$ and none of them offered a very large range of additional services. Most of them wanted 800$ upfront and then the reset when complete. None of them talked about payment schedule for the temporary office but I would imagine they would need that monthly.
Grand Waktu charges 2000$ for everything in that list above. Half up front and Half when complete. $300 for office organization services $400 per hired employee. I think I will take them up on their service. The only exception will be that for the first round of hiring, I will be working to hire directly in order to feel out the market for direct employment. Then I will have a conversation with them about how I should potentially use their services.
Other companies provided different HR services including taxes / payroll /etc. Before I dig into those I will be talking with Jake in my class about the ADP arm that may be there in Vietnam
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