Be­fore the movie be­comes a block­buster, there are nu­mer­ous moun­tains of pa­per­work it has to jump over first

Oi Vietnam - - Contents -

Over­com­ing moun­tains of pa­per­work be­fore a movie can start film­ing

Dear An­toine,

My wife and I are both Euro­pean, she got a job in Ho Chi Minh City and this is the main rea­son I am also here. I have been in­volved in the en­ter­tain­ment in­dus­try for many years and been work­ing on a movie script that I would like to pro­duce and direct as an in­de­pen­dent pro­ducer in Viet­nam. It seems clear that to pro­tect my in­ter­ests I must first set up an in­de­pen­dent pro­duc­tion com­pany and, at a later date, when the project is at a ma­ture stage bring on board as­so­ciates. Can I start a com­pany on my own or do I have to bring in a part­ner, and if I do have to bring in a part­ner what per­cent­age must that part­ner own by Viet­namese law?


Viet­nam prides it­self for hav­ing been the lo­ca­tion of some of the best movies ever. How­ever, it seems that the Viet­namese po­ten­tial for film pro­duc­tion is un­tapped, one of the rea­sons be­ing the ab­sence of tax in­cen­tives. An­other rea­son could be the com­plex­ity of li­cens­ing re­quire­ments. Your project is a very ex­cit­ing one and I will try to guide you through the ap­pli­ca­ble lo­cal reg­u­la­tions. Fol­low­ing its ac­ces­sion to the World Trade Or­ga­ni­za­tion in Jan­uary 2007, Viet­nam has grad­u­ally opened the movie pro­duc­tion sec­tor to for­eign investment. How­ever, re­stric­tions re­main ap­pli­ca­ble on for­eign­ers to pro­duce a movie in Viet­nam. In par­tic­u­lar, you can­not avoid part­ner­ing with a Viet­namese com­pany.

First of all, you should find a Viet­namese en­ter­prise that could be a suit­able part­ner. This does not only re­fer to its abil­ity to sup­port you in the movie pro­duc­tion, but the Viet­namese com­pany must be a film pro­duc­tion com­pany with a spe­cific certificate from the Min­istry of Cul­ture, Sport and Tourism al­low­ing it to op­er­ate in the field of movie pro­duc­tion. This certificate is called the certificate of sat­is­fac­tion of busi­ness con­di­tions.

To give you an idea of the ap­pli­ca­ble re­quire­ments, the Min­istry of Cul­ture, Sport and Tourism will grant such certificate if the com­pany com­plies with cer­tain con­di­tions: Among other things, the char­ter cap­i­tal of the com­pany must be at least VND1 bil­lion (i.e. the com­pany must be in­vested with VND1 bil­lion upon its es­tab­lish­ment) and its di­rec­tor must have ex­pe­ri­ence in the field of movie pro­duc­tion.

For ease of ref­er­ence, I will re­fer in this pa­per to such Viet­namese com­pa­nies which have been granted with a certificate to op­er­ate in the field of movie pro­duc­tion as “au­tho­rized Viet­namese com­pa­nies.”

As a for­eigner (ei­ther an in­di­vid­ual or a cor­po­rate en­tity), you have to part­ner with one or more au­tho­rized Viet­namese com­pa­nies in or­der to pro­duce a movie in Viet­nam. There are two ways to do it: you may ei­ther en­ter into a co­op­er­a­tion con­tract with the au­tho­rized Viet­namese com­pany(ies) or jointly set up a com­pany with it (a joint ven­ture film pro­duc­tion com­pany).

In the first case, you will have to con­clude a con­tract with the au­tho­rized Viet­namese com­pany on pro­duc­ing a movie in Viet­nam. Un­der this op­tion, you will not set up a lo­cal com­pany.

Your co­op­er­a­tion with the au­tho­rized Viet­namese com­pany will only be con­trac­tual.

In the sec­ond case, you will have to part­ner with the au­tho­rized Viet­namese com­pany(ies) to set up a joint ven­ture com­pany. You will only be al­lowed to own a max­i­mum of 51% of the char­ter cap­i­tal of this com­pany (max­i­mum for­eign par­tic­i­pa­tion au­tho­rized) and the au­tho­rized Viet­namese com­pany(ies) (your lo­cal part­ner(s)) will own the re­main­ing char­ter cap­i­tal. The joint ven­ture com­pany will pro­duce the movie in Viet­nam.

Be­fore ac­tu­ally start­ing the movie pro­duc­tion, how­ever, the au­tho­rized Viet­namese com­pany that is will­ing to pro­duce the movie with you will have to ob­tain from the Min­istry of Cul­ture, Sports and Tourism a li­cense al­low­ing your part­ner­ship with it to pro­duce the movie in Viet­nam (un­der any one of the two op­tions). The ap­pli­ca­tion file com­prises the re­quest for is­suance of the li­cense (ac­cord­ing to the stan­dard form of the Min­istry) and the lit­er­ary script of the movie in Viet­namese and in for­eign lan­guage. In the first doc­u­ment (the re­quest), it will be nec­es­sary to spec­ify in­for­ma­tion such as the place or places where the shoot­ing will take place, the movie pro­duc­tion sched­ule and the list of main mem­bers of the team pro­duc­tion (with their po­si­tion in the team and per­sonal iden­ti­fi­ca­tion in­for­ma­tion).

Please, be in­formed that the Min­istry will check all in­for­ma­tion pro­vided in the ap­pli­ca­tion file, in par­tic­u­lar the script of the movie, and may have some ques­tions or re­quests. If it has no such re­quest or ques­tion, it will is­sue the li­cense within 30 days from re­ceiv­ing the ap­pli­ca­tion file.

In ad­di­tion to such li­cense, your part­ner­ship with the au­tho­rized Viet­namese com­pany will need to go through other for­mal­i­ties with the Viet­namese author­i­ties. As a gen­eral re­quire­ment ap­pli­ca­ble to all for­eign in­vestors in Viet­nam (in all sec­tors, not only movie pro­duc­tion sec­tors), you will have to be is­sued with an investment reg­is­tra­tion certificate (or IRC). The

IRC is a certificate granted by the de­part­ment of plan­ning and investment of the pro­vin­cial Peo­ple Com­mit­tee

(in Ho Chi Minh City, the Peo­ple Com­mit­tee of Ho Chi Minh City). The IRC al­lows you, as a for­eigner, to have investment ac­tiv­i­ties in Viet­nam. As from sub­mis­sion of a com­plete and valid ap­pli­ca­tion file, the de­part­ment of plan­ning and investment shall is­sue the IRC within 15 work­ing days.

Fi­nally, in case you choose the sec­ond op­tion (set­ting up of a joint ven­ture com­pany), the joint ven­ture com­pany will have to ob­tain for its own the certificate of sat­is­fac­tion of busi­ness con­di­tion re­ferred to above, mean­ing that it will have to be in­vested with a min­i­mum of VND1 bil­lion upon its es­tab­lish­ment, nom­i­nate a di­rec­tor with ex­pe­ri­ence in movie pro­duc­tion and ful­fil other con­di­tions as de­fined in reg­u­la­tions. You will also have to reg­is­ter the joint ven­ture com­pany with the busi­ness reg­is­tra­tion of­fice. The busi­ness reg­is­tra­tion of­fice will is­sue an in­cor­po­ra­tion certificate for your joint ven­ture com­pany called the en­ter­prise reg­is­tra­tion certificate within 3 work­ing days.

Last thing to keep in mind: you are right to raise the point of in­tel­lec­tual

(IP) pro­tec­tion of your work. You should know that the Viet­namese law on IP ex­plic­itly of­fers to cine­matic works a copy­right pro­tec­tion.

In prin­ci­ple, the au­thor of a movie script is en­ti­tled to such pro­tec­tion with­out any obli­ga­tion of reg­is­tra­tion or pub­li­ca­tion. How­ever, I ad­vise you to reg­is­ter copy­right in or­der to fa­cil­i­tate court pro­ceed­ings in case a con­flict arises. You can reg­is­ter at the “Copy­right Of­fice” at one of its “Rep­re­sen­ta­tive Of­fices” in Ho Chi Minh City or Danang or at the De­part­ment of Cul­ture, Sport and Tourism of the Peo­ple Com­mit­tee of your lo­ca­tion.

A mem­ber of the Paris Bar, An­toine Lo­geay has been prac­tic­ing law first in France, mainly in lit­i­ga­tion and ar­bi­tra­tion, then in Viet­nam for three years as an as­so­ciate ofAudier & Partners based at its Hanoi of­fice. Audier & Partners is an in­ter­na­tional law firm with pres­ence in Viet­nam,

Myan­mar and Mon­go­lia, pro­vid­ing ad­vice to for­eign in­vestors on a broad range of le­gal is­sues.

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