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Before Anything Moves
Prerequisites — Phường Must Confirm These First
These five questions must be answered before any USD leaves Grey Business. They determine which path is available and protect SariKo from regulatory penalties on both the US and Vietnam sides.
Question 1 — Blocker
Does Zen Tech Asia Co., Ltd. have an Investment Registration Certificate (IRC)?
The IRC (Giấy chứng nhận đăng ký đầu tư) is issued by the Department of Planning and Investment (DPI) and formally recognizes BridgeTech Labs, Inc. as a foreign investor. Without it, any USD inflow from the US entity is legally ambiguous.
⛔ If NO — this must be issued before any transfer.
Question 2 — Blocker
What is the registered capital ceiling on the IRC, and how much has already been contributed?
The IRC specifies a maximum charter capital in USD. Transfers beyond that ceiling require an IRC amendment first. Phường must confirm the exact figure and the remaining headroom before any wire amount is decided.
⛔ If headroom is insufficient — amend the IRC first.
Question 3 — Required
Is a Direct Investment Capital Account (DICA) already open at a Vietnamese bank?
A DICA (tài khoản vốn đầu tư trực tiếp) is legally required to receive any foreign capital contribution. If one does not exist, it must be opened before the transfer. See Section 1 for the full process.
→ If NO — proceed to Section 1 immediately.
Question 4 — Risk Management
What is the current status of the MST 0316852554 tax freeze?
Before capital arrives, there must be at minimum a formal payment arrangement with the GDT. Injecting capital while a tax dispute is unresolved gives authorities grounds to apply incoming funds to the arrears — or worse, treat the inflow as suspicious.
⚠ Phường must have a payment plan confirmed before any wire.
Question 5 — Accounting
Is MISA SME active with the SariKo cost center properly isolated from Zen Wellness and BridgeAI?
The capital contribution must be recorded correctly in Vietnamese accounting standards (VAS) as vốn góp từ cổ đông nước ngoài (capital contribution from foreign shareholder), not as revenue or a loan. This requires the correct cost center configuration in MISA SME to prevent cross-contamination of financials across entities.
→ Confirm MISA SME is configured before funds arrive.
1
Vietnam Banking Setup
Open the Direct Investment Capital Account (DICA)
Step 1.1
Choose the Bank
Go to either Vietcombank or Techcombank. Both are licensed for FDI accounts and have English-speaking business banking staff in HCMC. Techcombank tends to process paperwork faster. Vietcombank is the stronger long-term choice given its size and existing VNPay relationship. Pick one and stay consistent — switching banks later creates unnecessary administrative overhead.
Step 1.2
Prepare the Document Package
Phường should prepare and bring the following to the bank. All Vietnamese documents must be originals or certified copies.
Required Documents for DICA Opening
- Enterprise Registration Certificate of Zen Tech Asia Co., Ltd. (Giấy chứng nhận đăng ký doanh nghiệp)
- Investment Registration Certificate (IRC) — must name BridgeTech Labs, Inc. as foreign investor
- Passport of the legal representative (Lidyo Cyrus Celdran) — original and certified copy
- Company seal (con dấu)
- Cover letter on company letterhead stating purpose: opening a DICA for foreign capital contributions under the IRC
- Minutes or resolution authorizing the opening of the DICA (signed by Poppet as legal representative)
Step 1.3
SBV Notification — Confirm the Bank Files This
Once the bank opens the DICA, they are required to notify the State Bank of Vietnam (SBV) district branch on your behalf. Confirm in writing with the bank that they will file this notification and obtain written acknowledgment. The DICA is not officially active for regulatory purposes until the SBV notification is acknowledged. Ask the bank for a copy of the acknowledgment receipt for your records.
Timeline
Allow 5 to 10 business days from document submission, assuming no document deficiencies. Techcombank is typically on the faster end. If the bank requests additional documents, respond the same day to avoid delays.
1B
Complete Banking Infrastructure
All Accounts to Open — Once Tax Code is Unfrozen
SariKo needs five distinct bank accounts to operate cleanly and legally. Each account has a specific, non-interchangeable function. Commingling funds across these accounts — especially the escrow and operating accounts — creates serious regulatory and audit exposure. Open them in the order listed below, as each one unlocks the next operational milestone.
Opening Order
DICA first (required for FDI capital to arrive) → VND Operating Account (required for VNPay merchant application) → Buyer Escrow Sub-Account (required before VNPay goes live) → Seller Payout Pool Sub-Account (required before first payout run) → Wise Business Account (Philippines remittance rail, post-launch). All accounts must be under Zen Tech Asia Co., Ltd., MST 0316852554.
Phase 1 — Open Immediately After Tax Code is Unfrozen
Account 1 — Direct Investment Capital Account (DICA)
Tài khoản vốn đầu tư trực tiếp
Currency
USD (receives foreign capital)
Where to Open
Techcombank or Vietcombank — business banking branch
Legal Basis
Law on Investment 2020 + SBV Circular 06/2019/TT-NHNN
Unlocks
Ability to legally receive USD from BridgeTech Labs, Inc.
Why this exists: Every foreign capital contribution into a Vietnamese company must flow through a DICA. This is non-negotiable under Vietnamese law. The bank converts incoming USD to VND here before the funds move to operations. Without this account, any USD wire from Grey Business has no legal landing point.
Documents Required to Open
- Enterprise Registration Certificate of Zen Tech Asia Co., Ltd.
- Investment Registration Certificate (IRC) naming BridgeTech Labs, Inc. as foreign investor
- Passport of legal representative (Lidyo Cyrus Celdran) — original + certified copy
- Company seal (con dấu)
- Cover letter on company letterhead stating purpose of account
- Board resolution authorizing DICA opening (signed by Poppet as legal rep)
Account 2 — VND Operating Account (Main)
Tài khoản thanh toán VND — tài khoản hoạt động chính
Currency
VND
Where to Open
Same bank as DICA — Techcombank or Vietcombank
Receives Funds From
DICA (converted from USD) + VNPay T+1 settlements
Used For
Salaries, vendor payments, SaaS subscriptions, tax payments, operational expenses
Why this exists: This is the company's main working account — day-to-day operations run from here. VNPay requires a registered VND account under Zen Tech Asia Co., Ltd. to process the merchant application. This account number is what you give to VNPay as the settlement destination. It must be kept completely separate from the escrow and payout accounts.
Documents Required to Open
- Enterprise Registration Certificate
- Tax registration certificate (MST 0316852554) — confirm freeze is resolved before applying
- Passport of authorized signatory (Poppet)
- Company seal
- Account opening application form (provided by bank)
Phase 2 — Open Before VNPay Goes Live (Required for Marketplace Operations)
Account 3 — Buyer Escrow / Payment Float Sub-Account
Tài khoản phụ ký quỹ — giữ tiền người mua
Currency
VND
Account Type
Sub-account under Zen Tech Asia Co., Ltd. — NOT a separate legal entity account
Holds Funds From
VNPay buyer payments captured at checkout
Releases Funds When
Order is confirmed delivered — then moves to Payout Pool
Why this exists: Buyer pays at checkout. The order may not be fulfilled for 1 to 3 days. During that time, the money cannot sit in the operating account — that would commingle buyer funds with company funds, which creates liability exposure and fails marketplace payment compliance standards. This sub-account acts as a holding wallet: money in on payment, money out only when delivery is confirmed. SariKo must never spend these funds for operations.
Account 4 — Seller Payout Pool Sub-Account
Tài khoản phụ thanh toán cho người bán
Currency
VND
Account Type
Sub-account under Zen Tech Asia Co., Ltd.
Receives Funds From
Escrow account after delivery confirmation — after commission and withholding deductions
Releases Funds When
Weekly Wednesday batch payout run — dispatched to seller Napas / MoMo / bank accounts
Why this exists: Between delivery confirmation and payout day (Wednesday), seller earnings accumulate here. This keeps seller funds quarantined from both buyer escrow and operating expenses. The automated payout engine (built by Tri) reads from this pool to calculate each seller's weekly disbursement after deducting SariKo's commission and any Circular 40 withholding tax obligations.
Phase 3 — Post-Launch (Philippines Remittance Rail)
Account 5 — Wise Business Account (Philippines Payout Rail)
Tài khoản Wise Business — thanh toán cho người bán tại Philippines
Where to Open
wise.com/business — under Zen Tech Asia Co., Ltd. or BridgeTech Labs, Inc.
Currencies Supported
USD, VND, PHP — multi-currency wallet
Payout Rails Enabled
GCash, BDO, BPI, UnionBank (Philippines) — ~0.5 to 1% per transfer
Used For
Weekly payouts to sellers who prefer Philippine peso disbursement — especially for GCash-linked sellers
Why this exists: Many SariKo sellers are OFWs or have family back in the Philippines they are effectively supporting through their sales. Wise enables VND earnings to be converted and sent directly to a Philippine bank account or GCash wallet at near-interbank rates. This is a seller retention feature and a key part of the GCash partnership pitch. Not needed for MVP — activate after platform is stable and seller volume justifies the setup cost.
For Future Reference — Node 2 and Beyond
Future: USD Account at Vietnamese Bank (VC Receipt — Optional Backup)
Tài khoản USD tại ngân hàng Việt Nam
Currency
USD
Where
Vietcombank — only bank with reliable USD corporate account infrastructure for FDI entities
Why this may be needed later: If SariKo begins receiving USD-denominated revenue (City License fees from international operators, or direct USD payments from Node 2 and beyond), a local USD account gives Phường more flexibility in holding USD without triggering automatic conversion. It also creates a backup VC receipt path if Grey Business has any limitations. Not needed at current stage — revisit at Series A preparation.
Quick Reference — All Accounts at a Glance
| # | Account Name | Currency | What It Holds | When to Open |
|---|---|---|---|---|
| 1 | DICA tài khoản vốn đầu tư trực tiếp |
USD | Foreign capital contributions from BridgeTech Labs, Inc. | First — before any wire |
| 2 | VND Operating Account tài khoản hoạt động chính |
VND | Salaries, vendors, tax payments, opex — all company expenses | Immediately after DICA |
| 3 | Buyer Escrow Sub-Account tài khoản phụ ký quỹ |
VND | Buyer payments held between checkout and delivery confirmation | Before VNPay goes live |
| 4 | Seller Payout Pool Sub-Account tài khoản phụ thanh toán cho người bán |
VND | Seller earnings held between delivery confirmation and Wednesday payout run | Before first payout run |
| 5 | Wise Business Account Philippines remittance rail |
USD / VND / PHP | VND-to-GCash/BDO/BPI payouts for Philippines-based sellers | Post-launch, when volume justifies |
2
Executing the Wire
The Actual Transfer from Grey Business
Step 2.1
Prepare the Capital Contribution Resolution
BridgeTech Labs, Inc. must pass a formal board or written consent resolution stating it is contributing a specific USD amount to Zen Tech Asia Co., Ltd. as a capital contribution. This is typically a one-page document. Your new law firm will template this. A signed copy must be kept permanently in BridgeTech's corporate records — it will be required for IRS Form 5471 (see Section 4).
Step 2.2
Initiate the International Wire from Grey Business
Log into business.grey.co and initiate an international wire to the DICA account. Phường must provide the following DICA details in advance.
Required Wire Details (Collect from Phường / Bank)
Beneficiary Name
Zen Tech Asia Co., Ltd.
DICA Account No.
— Obtain from bank upon DICA opening —
Bank Name
Vietcombank or Techcombank (whichever holds the DICA)
Bank Branch Address
— Obtain from bank —
SWIFT Code
BFTVVNVX (Vietcombank) · VTCBVNVX (Techcombank)
Country
Vietnam
Wire Memo / Purpose
Capital contribution — equity investment in subsidiary per IRC
Critical — Memo Language Matters
Write exactly: "Capital contribution — equity investment in subsidiary per IRC." Do not write "operational funds," "working capital," or "loan." The purpose of transfer must match the legal nature of the transaction. Banks and tax authorities cross-reference this.
Step 2.3
Save All Wire Documentation Immediately
Grey Business generates a SWIFT confirmation upon wire execution. Download and save it immediately — do not rely on being able to retrieve it later. Phường needs this document for Vietnamese accounting records. You will also need it for IRS Form 5471. Store in the SariKo data room under a Finance / Banking folder.
3
After the Wire Lands
Vietnam Side — Receiving and Recording
Step 3.1
Collect the Bank Confirmation (Giấy báo có)
When the USD arrives in the DICA, the bank converts it to VND at the day's interbank exchange rate and credits the VND to the operating account. The bank issues a credit confirmation document (giấy báo có). Phường must collect and file this immediately. This document establishes the VND amount received and the exchange rate applied — both are needed for the accounting entry and any future GDT audit.
Step 3.2
Record in MISA SME as Capital Contribution
Phường records this in the SariKo cost center within MISA SME as a capital contribution from a foreign shareholder (vốn góp từ cổ đông nước ngoài). The accounting entry is: Debit Cash/Bank, Credit Charter Capital / Owner's Equity. This is not revenue. It is not a loan. Recording it incorrectly will create problems at the next tax audit and will distort the P&L that investors will review.
Step 3.3
Update the Enterprise Registration Certificate if Needed
If the contribution brings the total contributed capital to a new level that exceeds the amount currently stated on the Enterprise Registration Certificate (ERC), an ERC update must be filed at the Department of Planning and Investment (DPI) within 90 days of the contribution. Phường and the new law firm should assess whether this threshold has been crossed after the transfer lands.
90-Day Deadline
The DPI update must be completed within 90 days of the capital contribution date. Missing this deadline creates a compliance gap that can complicate future fundraising due diligence. Flag this as a calendar reminder the day the wire executes.
4
US Regulatory Obligations — Do Not Skip
IRS & FinCEN Reporting Requirements
These are not optional. Non-compliance penalties are severe and accumulate annually. Flag these immediately to your US CPA or tax preparer and confirm they are aware of SariKo's structure.
| Filing | Who Files | When | Penalty for Non-Filing |
|---|---|---|---|
|
IRS Form 5471 Annual report of US person with interest in a foreign corporation. BridgeTech Labs owns Zen Tech Asia = Controlled Foreign Corporation (CFC). Filed with US corporate tax return. |
BridgeTech Labs, Inc. via US CPA |
Annual With corporate tax return |
$10,000 per year, per form. Escalates to $50K for continued non-compliance. |
|
FBAR — FinCEN Form 114 Foreign Bank Account Report. Required if aggregate balance of all foreign accounts exceeds $10,000 at any point during the calendar year. Filed at FinCEN BSA E-Filing portal. |
Lidyo Cyrus Celdran personally, with signature authority over VN accounts |
April 15 Auto extension to Oct 15 |
$10,000–$100,000 per violation. Criminal penalties possible for willful non-filing. |
|
BEA Survey BE-10 US Bureau of Economic Analysis survey of US investment abroad. Confirm with US CPA whether threshold applies — typically triggered above $3M total investment or $60M in foreign affiliate financials. |
BridgeTech Labs, Inc. via US CPA |
Every 5 years (annual if large) |
Up to $25,000 Likely exempt at current stage — confirm with CPA. |
Action for Poppet
Contact your US CPA or formation agent (Clerky, Stripe Atlas, or equivalent) and share this document. Confirm they know BridgeTech Labs, Inc. has a Controlled Foreign Corporation in Vietnam and will include Form 5471 in the annual corporate tax return. This should happen before or simultaneously with the first wire execution.
5
Legal Counsel Strategy
Replacing Solo Counsel — Engaging the Right Law Firm
SariKo needs a small Vietnam law firm with all three of: FDI and corporate law capability, startup and VC transaction fluency, and willingness to accept equity-for-services. This is a specific profile. Most traditional HCMC firms will not fit — do not settle.
Firms to Approach in HCMC
Venture North Law
Boutique · FDI + VC
Strong on FDI and venture capital transactions. Boutique size means more senior attention. Best fit for startup equity structures and SAFE agreements.
LNT & Partners
Mid-size · M&A + Investment
Handles M&A and investment transactions. Larger bench for more complex needs as SariKo scales. Has handled cross-border FDI structures.
Russin & Vecchi
US-founded · HCMC Office
Long-standing US-founded firm with HCMC presence. Understands both US corporate law and Vietnamese compliance. Good for Delaware + Vietnam dual-structure work.
Get Warm Introductions
These firms respond significantly better to referrals than cold outreach. Ask in the Antler Vietnam and Founder Institute Vietnam alumni networks for introductions. Frame the ask as: "We're looking for a law firm that understands startup equity structures, FDI, and is open to an equity-for-services arrangement with a quarterly cash option."
The Equity-for-Services Arrangement
Structure the engagement as a service agreement with a clearly defined scope. If SariKo cannot pay cash in a given quarter, unpaid fees convert to ESOP at a pre-agreed formula tied to the most recent post-money valuation.
Scope to Include in the Engagement Letter
- Corporate maintenance for Zen Tech Asia Co., Ltd. and BridgeTech Labs, Inc. (Vietnam side)
- FDI compliance: DICA management, IRC amendments, ERC updates
- ESOP plan documentation and grant agreements
- Investor agreement review: SAFE documents, Founders Circle agreements
- Seller Agreement review: Circular 40 provisions, Filipino expat seller clauses
- General VC transaction readiness for Series A preparation
Indicative Pricing Structure
Quarterly Cash Fee
$1,500 to $3,000 per quarter depending on scope and firm size
Equity Conversion
Unpaid fees convert to ESOP at post-money valuation — 4-yr vest, 1-yr cliff, monthly thereafter
6
Execution Plan
End-to-End Timeline
Day 1 — Immediate
Phường confirms all five prerequisites
IRC status, registered capital ceiling, DICA existence, MST tax freeze payment arrangement, MISA SME configuration. Poppet contacts US CPA to flag Form 5471 and FBAR obligations.
Days 2 to 4
Open DICA (if not yet open)
Phường prepares document package and submits to chosen bank. Simultaneously, Poppet begins outreach to law firms through Antler Vietnam and Founder Institute Vietnam alumni network.
Days 5 to 10
Bank processes DICA + SBV notification
Bank completes DICA setup and files SBV notification. Phường collects written SBV acknowledgment. Law firm shortlist finalized. BridgeTech board resolution drafted.
Days 10 to 12
DICA active — initiate wire from Grey Business
Poppet executes wire from business.grey.co with correct memo language. SWIFT confirmation saved immediately. Phường notified to watch for inbound USD in DICA.
Days 12 to 15
Funds land — Phường records and files
Bank converts USD to VND, credits operating account. Phường collects giấy báo có, records capital contribution in MISA SME, and assesses whether ERC update is required within 90 days.
Weeks 3 to 4
Law firm engaged, ERC update if needed
Engagement letter signed with chosen law firm. ERC update filed at DPI if capital threshold crossed. US CPA confirms Form 5471 preparation is underway for next annual filing cycle.
★
Discussion Guide for Phường Meeting
Phường's Five Questions — Walk Through These in Order
Everything in this guide flows from the answers to these five questions. Do not skip ahead. Each answer determines what the next step is.
1
Do we have an IRC (Giấy chứng nhận đăng ký đầu tư) naming BridgeTech Labs, Inc. as the foreign investor in Zen Tech Asia Co., Ltd.?
Without this, no capital transfer is legally valid. If it doesn't exist, this is the first item to resolve — before anything else on this list.
2
What is the maximum registered capital ceiling on the IRC and how much has been contributed to date?
This determines exactly how much we can wire without triggering an IRC amendment. We need the exact USD figure, not an approximation.
3
Do we have a DICA account open at Vietcombank or Techcombank?
If yes, provide the account number and SWIFT details. If no, we start the opening process immediately per Section 1 of this guide.
4
What is the current negotiation status with the GDT on MST 0316852554, and is there a formal payment arrangement in place?
We need at minimum a documented payment plan before capital arrives. Injecting funds into a tax-frozen entity without this arrangement is a significant risk.
5
Is MISA SME active with the SariKo cost center properly isolated from Zen Wellness and BridgeAI?
The capital contribution must be recorded correctly as vốn góp từ cổ đông nước ngoài — not as revenue or a loan. The cost center must be clean and separate before funds arrive.