Home » 案例 L.T集团在越南设立房地产业务公司

案例 L.T集团在越南设立房地产业务公司

Posted on

20 August, 2021

越南尚未承诺向外国投资者开放在越南开展房地产业务,特别是那些不属于任何国际贸易协定或组织的国家。Aplus Law 的律师已成功为投资者在越南建设房地产项目提供咨询。

[主要内容]

斯堪的纳维亚半岛L.T.集团希望在胡志明市投资房地产项目。L.T.集团已联系Aplus Law寻求法律问题,以申请批准其项目。

[法律问题]

对于外国投资项目,将存在以下法律问题需要解决:
此类企业的国籍是否在越南与该国的投资协议中?
商业投资者的行业被禁止或限制
我如何安全地转账和提取资金?

[律师的解决方案]

律师接手案件后,检查了L.T.集团的法律地位。根据越南签署的协议,斯堪的纳维亚半岛不是越南的成员国或双边协议。
为了享受越南对贸易组织成员国或与越南有双边协议的国家承诺的投资权利,投资者国籍必须是这些国家。
Aplus Law为L.T.提供咨询。集团通过在新加坡或香港设立子公司来克服其公民身份弱点,这些地方对外国投资没有限制,任何国家都可以在那里设立子公司。L.T.集团选择新加坡设立子公司,并借助该子公司申请越南项目。
越南房地产业法第11条规定了房地产投资范围,根据该规定,外国投资者有权进行租赁项目或转租建筑工程;对于国家认可的土地使用权,应投资建设房屋或建筑工程用于出售、出租或租购;接受投资者全部或部分房地产项目的转让,以建造房屋或建筑工程用于出售、出租或购买;

Article 11. Scope of real estate business of domestic organizations, individuals, Vietnamese residing abroad, foreign-invested enterprises

1. Domestic organizations and individuals are allowed to trade real estate in the following forms:

a/ Buying houses or construction works for sale, leasing or buying leasing;

b) Rent houses or construction works for sublease;

c) For land allocated by the State, investment in the construction of houses for sale, leasing or purchase; transfer of land use rights in the form of distribution or sale of background in accordance with the law on land; investment in the construction of technical infrastructure cemeteries and cemeteries for the transfer of land use rights associated with that technical infrastructure;

d/ For land leased by the State, it is invested in building houses for lease; investment in the construction of houses or construction works that are not houses for sale, leasing, or buying leasing;

dd) For land recognized by the State for land use right, investment in the construction of houses or construction works for sale, lease, or purchase leasehold;

e) For land that receives a transfer of organizations, households, and individuals, they shall be invested in building houses or construction works for sale, leasing, or purchase leasing;

g) For leased land of organizations, households, and individuals, they shall be invested in building houses or construction works for leasing in accordance with the purpose of land use;

h) Receiving the transfer of all or part of the real estate project of the investor to build a house or construction work for sale, lease, or purchase lease;

i) Receiving the transfer or lease of land use rights of organizations, households, and individuals for investment in the construction of technical infrastructure for transfer or lease of land that already has such technical infrastructure.

2. Vietnamese residing abroad are allowed to trade real estate in the following forms:

a) Forms specified in Points b, d, g, and h Clause 1 of this Article;

b) For land allocated by the State, it is invested in building houses for sale, lease, or purchase leasehold;

c) For leased and transferable land in industrial zones, industrial clusters, export processing zones, hi-tech zones, economic zones, they may invest in building houses or construction works for business in accordance with the purpose of land use.

3. Foreign-invested enterprises may trade real estate in the following forms:

a) Forms specified in Points b, d, h Clause 1 and Point b Clause 2 of this Article;

b) For land leased in industrial zones, industrial clusters, export processing zones, hi-tech zones, economic zones, investment in building houses or construction works for business in accordance with the purpose of land use.

根据越南房地产法的规定,Aplus Law建议L.T.集团申请越南房地产交易许可证,该许可证允许在越南的3个地区进行交易。
投资证书签发后,投资者可以根据注册资本向越南转移资金。如果要撤资,则两年后才可以申请,公司保证在越南全额偿还债务。

Article 87. Increase and decrease in charter capital

      1. One member limited liability company raises charter capital through the company owner contributing additional capital or raising additional capital of others. The owner of the company decides the form of increase and the level of charter capital increase.
      2. In the case of raising charter capital by raising additional capital contributions of others, the company must organize management according to the type of limited liability company of two or more members or joint-stock company. The organization of management of the company is carried out as follows: a) In case of management organization of two or more members limited liability companies, the company must notify the change of enterprise registration within 10 days from the date of completion of the change of charter capital;b) In case of conversion into a joint-stock company, the company shall comply with Article 202 of this Law.
      3. Limited liability company limited to charter capital reduction in the following cases:

a) Refund part of the capital contributed to the owner of the company if the company has been operating business continuously for 02 years or more from the date of registration of the enterprise and ensure full payment of debts and other assets obligations after repaying the capital contribution to the owner;

b) The charter capital is not paid in full and on time by the owner of the company in accordance with Article 75 of this Law.

L.T.集团希望提前两年撤回资金,以防投资环境出现不可预见的风险。针对这一要求,Aplus Law还建议投资者以母公司的形式向子公司注资两年,并随时收回资本。

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