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Conditions and Procedures for Establishing a Foreign-Invested Media Company – Latest Update

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Establishing a media company with foreign capital in Vietnam has become more attractive than ever, especially amid globalization and the rising demand for content consumption. To ensure legal and efficient operations, foreign investors must thoroughly understand the necessary conditions and procedures. This article provides an overview of the latest legal regulations, the process for obtaining licenses, and key considerations when investing in the media sector in Vietnam.

Concept of a Media Company

Conditions and Procedures for Establishing a Foreign-Invested Media Company – Latest Update

The media sector encompasses a broad range of activities. A media company conducts business related to information and communication. It aggregates, organizes, and distributes content services to users. This includes providing video, graphics, and other advertising campaign services to clients who lack an in-house marketing department, as well as developing various business plans for clients.

Market Access Conditions for Certain Activities in the Media Sector for Foreign Investors

Pursuant to Vietnam’s Specific Commitments on Services in the Report of the Working Party on the Accession of Vietnam to the WTO (WT/ACC/VNM/48), for film production, distribution, and screening services, all films must undergo content censorship by competent Vietnamese authorities. In addition, certain media sub-sectors have specific restrictions on commercial presence forms in Vietnam, for example:

  • Film distribution services (CPC 96113, excluding videotapes): Only in the form of a business cooperation contract or joint venture with Vietnamese partners already licensed to provide such services in Vietnam. The foreign party’s capital contribution shall not exceed 51% of the joint venture’s legal capital.
  • Film production services (CPC 96112, excluding videotapes): Only in the form of a business cooperation contract or joint venture with Vietnamese partners already licensed to provide such services in Vietnam. The foreign party’s capital contribution shall not exceed 51% of the joint venture’s legal capital.
  • Film screening services (CPC 96121): Only in the form of a business cooperation contract or joint venture with Vietnamese partners already licensed to provide such services in Vietnam. The foreign party’s capital contribution shall not exceed 51% of the joint venture’s legal capital.

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Conditions for Establishing an FDI Enterprise in the Information and Communications Sector in Vietnam

Conditions and Procedures for Establishing a Foreign-Invested Media Company – Latest Update

To establish an enterprise in Vietnam, foreign investors must have an investment project and follow the procedure for issuance of an Investment Registration Certificate as prescribed by law.

In addition, foreign investors are entitled to the same treatment as domestic investors when operating in the information and communications sector in Vietnam. However, investors must satisfy additional conditions if engaging in certain business lines listed in Section B of Appendix I to Decree 31/2021/ND-CP, including:

  • Provision of radio and television services.
  • Postal and telecommunications services.
  • Printing services and publication distribution services (CPC 8442).
  • Production and distribution of cultural products, including audiovisual recordings (CPC 96112, CPC 96113, CPC 96121).
  • Production, distribution, and screening of television programs and musical, theatrical, and cinematic works.

The conditions applicable to investors operating in the above sectors are prescribed in the following forms:

– Ratio of charter capital ownership by foreign investors in the economic organization.
– Form of investment.
– Scope of investment activities.
– Capacity of the investor and partners participating in the investment activity.
– Other conditions issued by competent authorities.

Detailed regulations on restricted market access conditions can be found in Vietnam’s international trade commitments or specialized laws. For example, for printing services and publication distribution services, pursuant to Vietnam’s commitments under AFAS, the foreign investor’s ownership ratio in the joint venture shall not exceed 70% of the legal capital. In addition, for certain sectors affecting national security and social order, foreign investors may be subject to certain national treatment restrictions.

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Latest Updated Procedure for Establishing a Foreign-Invested Media Company

Investment Registration

**Step 1:** Prepare the dossier for issuance of Investment Registration Certificate.

The dossier includes:

  • Application for enterprise registration for the media company.
  • Company charter of the media company.
  • List of members for a limited liability company with two or more members or list of founding shareholders for a joint-stock company.
  • Certified copy of citizen identity card/citizen identity card/passport of the legal representative.
  • Certified copy of citizen identity card/citizen identity card/passport of individual contributing members/shareholders.
  • Certified copy of the establishment decision/business registration certificate of contributing organizational members/shareholders. Document appointing the authorized representative to manage the contributed capital of the organization. Certified copy of citizen identity card/citizen identity card/passport of the authorized representative of the organization.
  • Power of attorney for the person submitting the dossier (if the legal representative does not submit directly).
  • Certified copy of citizen identity card/citizen identity card/passport of the authorized person submitting the dossier.

**Step 2:** Submit the dossier for issuance of Investment Registration Certificate.

  • Submit directly to the Business Registration Office – Department of Planning and Investment of the province/city where the enterprise has its principal office.
  • Submit online via the National Enterprise Registration Portal using a business registration account or digital signature.

**Step 3:** Issuance of Investment Registration Certificate.

**Step 4:** Public disclosure on the National Enterprise Registration Portal

  • The enterprise must publicly disclose enterprise registration information on the National Enterprise Registration Portal within 30 days from the date of issuance of the Enterprise Registration Certificate.
  • The disclosure fee is VND 100,000 per time.

Enterprise Registration for the Media Company

After obtaining the Investment Registration Certificate, the investor submits one set of dossier for enterprise establishment in the media sector to the Department of Planning and Investment where the enterprise has its principal office. The dossier includes:

(1) Application for enterprise registration;
(2) Company charter;
(3) List of members for a limited liability company with two or more members/partnership; list of founding shareholders and list of foreign investor shareholders for a joint-stock company;
(4) Certified copies of the following documents:
+ Lawful personal identification documents of the legal representative of the enterprise;
+ For one-member limited liability companies: lawful personal identification documents of the individual owner if the owner is an individual; lawful organizational identification documents if the owner is an organization; lawful personal identification documents of the authorized representative and document appointing the authorized representative.
+ For limited liability companies with two or more members, partnerships, and joint-stock companies: lawful personal identification documents of individual members, founding shareholders, and foreign investor shareholders; lawful organizational identification documents of organizational members, founding shareholders, and foreign investor shareholders; lawful personal identification documents of the authorized representative of organizational members, founding shareholders, and foreign investor shareholders and document appointing the authorized representative.
(5) Investment Registration Certificate issued to foreign investors.

Within 3 working days from receipt of a valid dossier, the Business Registration Office – Department of Planning and Investment of the province/city shall issue the Enterprise Registration Certificate to the investor.

Post-Establishment Requirements for a Media Company

Apply for Business License or License for Sufficient Conditions to Operate (if required)

If the enterprise registers conditional business lines requiring a business license, after obtaining the enterprise registration certificate, the enterprise must apply for a license for sufficient conditions to operate before commencing activities.

Perform Capital Contribution Within the Prescribed Time Limit

– Members and shareholders may contribute capital in the committed assets. Capital contribution must be made in full and in the correct type of asset as committed upon enterprise registration within 90 days from the date of issuance of the Enterprise Registration Certificate.
– During this period, members have rights and obligations corresponding to the committed capital contribution ratio. Assets contributed in non-Vietnamese dong, freely convertible foreign currency, or gold must be valued by the members, founding shareholders, or a professional valuation organization and expressed in Vietnamese dong.

Public Disclosure of Enterprise Registration Information

– Pursuant to Article 33 of the Enterprise Law on public disclosure of enterprise registration information, after being issued the Enterprise Registration Certificate, the enterprise must publicly disclose the enterprise registration contents on the National Enterprise Registration Portal in accordance with the prescribed sequence, procedures, and pay the required fee.
– The disclosure includes the contents of the Enterprise Registration Certificate and the following information: business lines; list of founding shareholders and foreign investor shareholders for joint-stock companies. The time limit for public disclosure of enterprise information is 30 days from the date of disclosure.
– In cases where the enterprise fails to publicly disclose enterprise registration information after establishment of the media company, depending on the severity of the violation, the enterprise may be administratively sanctioned from VND 1 million to VND 2 million.

Consultation Services for Procedures to Establish a Foreign-Invested Media Company at BKC Law

BKC Law provides consultation services for procedures to establish foreign-invested media companies, helping foreign enterprises fully understand the legal process in Vietnam. We guide clients from dossier preparation, investment license application, to related procedures such as business registration and operating licenses in the media sector. Our experienced team of experts is committed to dedicated support and consultation, ensuring your enterprise operates efficiently and in full compliance with legal regulations.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City

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