In Part 1 of the article on the same topic, we discussed the general requirements that foreign investors and foreign businesses must meet to engage in the insurance business in Vietnam. In Part 2, we would like to share with you all the other specific conditions that Vietnamese law requires insurance businesses to comply with. Let’s explore these specific conditions in the following article.

1. General requirements for obtaining a license to establish and operate insurance businesses and reinsurance businesses

Shareholder, and member capital contribution requirements:

• Organizations and individuals have the right to establish and manage businesses in Vietnam according to the provisions of the Enterprise Law;
• The organization must have a legal personality and be operating legally; in case of contributing 10% or more of the Charter capital, it must have made continuous profits in the last three consecutive financial years until the submission of the license application and meet the financial conditions as required;
• Insurance businesses and reinsurance businesses that have already been granted a license to establish and operate in Vietnam, when contributing capital to establish new insurance businesses or reinsurance businesses, must have made continuous profits in the last three consecutive financial years until the submission of the license application and meet the prescribed capital adequacy ratio.

Capital requirements:

• The charter capital must be contributed in Vietnamese Dong and not be lower than the minimum prescribed amount.
• Shareholders/members contributing capital must not use borrowed funds or entrusted investment capital from other organizations or individuals to participate in capital contribution.

Personnel requirements:

• There must be a Chairman of the Board of Directors or Chairman of the Board of Members, a Director or General Director, a legal representative, and an expected Expert who meets the requirements and standards of management capacity, experience, and professional expertise as stipulated by the Law.
• The organization must have a form of organization that complies with the regulations and a draft charter that is in accordance with the provisions of the Enterprise Law.

2. Requirements for prescribed capital:

Depending on the insurance product and the scope of operations, Vietnamese law stipulates the prescribed capital amounts for specific cases. It is important to note that these are mandatory requirements that insurance businesses must comply with when providing insurance products in Vietnam. Specifically:

• Non-life insurance business: prescribed capital of 300 billion VND or more.
• Life insurance business: prescribed capital of 600 billion VND or more.
• Prescribed capital of the Health insurance business: 300 billion VND.
• Prescribed capital of foreign branch: from 200 billion VND or more
• Life Reinsurance or both life reinsurance and health reinsurance business: 700 billion VND
• Conducting all three types of businesses, including Life reinsurance, Non-life reinsurance, and Health Reinsurance: 1100 billion VND.
• Original insurance brokerage business or Reinsurance Brokerage business: 4 billion VND.
• Original insurance brokerage business and reinsurance Brokerage business: 8 billion VND.

3. Requirements for Capital-contribution members as foreign-established organizations

This requirement applies to capital-contributing members who are foreign-established organizations participating in the establishment of insurance businesses or reinsurance businesses. The following conditions must be met:

• They are insurance businesses, reinsurance businesses, financial conglomerates, or foreign insurance businesses.
• The insurance businesses, reinsurance businesses, financial conglomerates, and foreign insurance have received confirmation from the competent authority of the foreign country that they have not seriously violated the law and regulations of insurance business in their home country for the past consecutive 3 years prior to submitting the license application.
• The proposed field for licensing in Vietnam is a field in which the insurance business, reinsurance business, financial conglomerate, or foreign insurance are directly conducting or have subsidiary companies operating for at least the past consecutive 07 years.
• Having a total asset value of not less than 2 billion US dollars in the preceding year before applying the application for the establishment and operation license.
• Commit to providing financial support, technology support, enterprise management, risk management, operations, and activities for the insurance business or reinsurance business to be established in Vietnam; ensuring that these insurance entities comply with financial security and risk management regulations.
• Insurance businesses, reinsurance businesses, financial conglomerates, or foreign insurance that meet the conditions stipulated in points b, c, d, and đ of this Clause may authorize their specialized subsidiary companies to carry out investment functions abroad for the establishment of insurance businesses or reinsurance businesses in Vietnam. The specialized subsidiary company responsible for investment abroad must meet the conditions specified in point d of this Clause.

4. Conditions regarding the shareholder structure for establishing insurance companies and reinsurance companies in the form of joint-stock companies

The establishment of insurance companies and reinsurance companies as joint-stock companies must meet the general conditions and the following specific conditions:

– There must be a minimum of 2 shareholders, and each shareholder must meet the following requirements:

• Contribute a minimum of 10% of the charter capital of the insurance company or reinsurance company.
• Meet the requirements for founding members of insurance companies and reinsurance companies in the form of limited liability companies.

– An individual shareholder cannot contribute more than 10% of the Charter capital of the insurance company or reinsurance company.

5. Dossier for the establishment and operation license

• Letter of application for the issuance of the establishment and operation license.
• Draft of the Company’s Charter.
• Five-year operational plan, outlining the proposed insurance activities to be undertaken, the management framework, risk assessment, reserve provisioning methods, reinsurance programs, capital investment, and the company’s payment capacity.
• Curriculum vitae, Judicial records, certified copies of degrees and certificates demonstrating the qualifications, expertise, and professional experience of the individuals expected to be appointed as Chairman of the Board of Directors or Chairman of the Board of Members, Director or General Director, legal representatives, and actuarial experts.
• The amount and method of the contribution capital, along with a list of founding organizations, individuals, members, and shareholders expected to contribute 10% or more of the charter capital, accompanied by supporting documents demonstrating their eligibility in accordance with the requirements for each type of insurance company, a reinsurance company, or foreign branch in Vietnam, as prescribed.
• List of beneficial owners of the insurance company or reinsurance company.

Within 60 days from the date of receiving a complete and valid dossier, the Ministry of Finance will issue the License for Establishment and Operation along with written approval of the proposed individuals to be appointed as Chairman of the Board of Directors or Chairman of the Board of Members, Director or General Director, and Calculation Expert.

Time of writing: 19/05/2023

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer at info@cdlaf.vn

You can refer for more information:

• Establishment of Enterprise in Vietnam, What Foreign Investors Need to Consider (Part 1)
• Establishment of Enterprise in Vietnam, What Foreign Investors Need to Consider (Part 2)
• Procedure for Foreign Investor to contribute capital, purchase shares in the enterprise in Vietnam.
• The enterprise with opening and using direct investment capital account
• Avoiding the risks when leasing the office in Vietnam – some recommendations
• Foreign Investors provide Employment Services in Vietnam
• Franchise in Vietnam (Part 1)
• Franchise in Vietnam (Part 2)
• Foreign investor doing hotel business in Vietnam