Foreign-invested enterprises (often called FDI enterprises), when investing in Vietnam, can make direct investment or indirect investment. Foreign direct investment in Vietnam can be distinguished as a form of investment that includes the investment of long-term financial assets of a foreign individual or legal entity investing in Vietnam in association with the right to manage business. The legal entity is invested with foreign capital. In contrast, foreign indirect investment merely includes investment in financial assets but does not participate in the business management process in Vietnam. Forms of foreign investment in Vietnam are as follows:
Investment in the establishment of foreign-invested enterprises includes: Enterprises with 100% foreign capital or enterprises with a part of capital of foreign investors (also known as joint-venture enterprises):
Foreign investors invest in Vietnam in the form of capital contribution, share purchase, or capital contribution to an enterprise established in Vietnam;
Investment in the form of PPP contract;
Investment in the form of BCC contract.
Foreign investors investing in Vietnam in the form of enterprise establishment are conducted in the following order:
Table of contents:
HiddenStep 1: Prepare an investment project and apply for an Investment Registration CertificateStep 2: Register the establishment of a foreign-invested enterprise in VietnamStep 3: Granting a business license (only applicable to foreign investors doing import, export and distribution of goods in Vietnam)Foreign investment consulting services in Vietnam by Viet An Law Firm:Table of contents
Mục lục
- 1 Step 1: Prepare an investment project and apply for an Investment Registration Certificate
- 2 Step 2: Register the establishment of a foreign-invested enterprise in Vietnam
- 3 Step 3: Granting a business license (only applicable to foreign investors doing import, export and distribution of goods in Vietnam)
Step 1: Prepare an investment project and apply for an Investment Registration Certificate
Cases must apply for an investment registration certificate
Investment projects of foreign investors;
An investment project falls into one of the following cases:
Having 51% or more of the charter capital held by foreign investors or the majority of the general partners are foreign individuals, if the business organization is a partnership;
Having an economic organization specified at Point a of this Clause holding 51% of the charter capital or more;
Having foreign investors and the business organizations specified at Point a of this Clause holding 51% or more of the charter capital.
Note:
Foreign investors must satisfy the following conditions:
Unrestricted rate of charter capital ownership in a business organization, except for the following cases:
Ownership ratio of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
The ownership ratio of foreign investors in state-owned enterprises that are equitized or converted to other forms shall comply with the provisions of the law on equitization and transformation of state-owned enterprises;
Ownership ratio of foreign investors not specified at Points a and b of this Clause shall comply with other provisions of relevant laws and treaties to which the Socialist Republic of Vietnam is tablets.
The form of investment, the scope of activities, the Vietnamese partner’s participation in the investment activities and other conditions under the provisions of the international treaties to which the Socialist Republic of Vietnam is a signatory.
An application for an Investment Registration Certificate includes:
Proposal for investment project implementation;
For investors being individuals: Copy of identity card, citizenship card or passport;
For institutional investors: Copy of establishment certificate or equivalent document confirming legal status;
Investment project proposal;
Copy of financial statement for the last 2 years or commitment to financial support of the parent company or financial institution or guarantee about the financial capacity of the investor or a document explaining the financial capacity of the house. invest;
Proposed land use demand. In case the project does not request the State to allocate land, lease land, or permit the change of land use purpose, submit a copy of the site lease agreement or other documents certifying that the investor has the right to use the site of execution. project;
If the project uses a technology on the list of technologies restricted from transfer, an explanation for the use of the technology is submitted.
Submission place: The Department of Planning and Investment where the head office is expected to be located or the Management Board of industrial parks and export processing zones of the province where the project is located.
Processing order: Within 15 days from the date of receiving a complete and valid application file, the Department of Planning and Investment will issue the Investment Registration Certificate; If refusing to issue, it will reply in writing, clearly stating the reason.
In case the remaining FDI companies do not need to apply for an investment registration certificate, they only need to carry out reporting procedures using form I.13 in Circular No. 16/2015 / TT-BKHDT. . The contents of the report include: Name of investment project, investment objectives, investment scale, investment capital, location, duration, investment schedule, labor demand, investment incentives (if any. ).
In addition, a foreign-invested enterprise may adjust the business registration information at the business registration authority without having to have an investment project. The addition of the business line of a foreign-invested economic organization must
Step 2: Register the establishment of a foreign-invested enterprise in Vietnam
An enterprise establishment dossier includes:
Application form for enterprise registration;
Company rules;
List of members / shareholders (One Member LLC does not need this paper);
Copy of ID card, ID card, Passport or other legal personal identification of the members;
Copy of Investment Registration Certificate for foreign investors;
Office lease contract;
Power of attorney (if the company’s legal representative does not directly perform the procedure).
Foreign investors prepare all documents and submit them to the Business Registration Office of the province / city where the enterprise is located. After 03-05 working days, the Business Registration Office will issue the Business Registration Certificate to the investor.
Step 3: Granting a business license (only applicable to foreign investors doing import, export and distribution of goods in Vietnam)
This is a sufficient condition for foreign-invested enterprises operating in the import, export and distribution of goods to be allowed to do business in this activity in Vietnam. And also the most difficult condition in the process of completing the establishment dossier of a foreign-invested enterprise in Vietnam doing import, export and distribution of goods.
Special note:
In order to obtain a business license, the dossiers of foreign-invested enterprises need to be consulted by the Ministry of Industry and Trade. However, through receiving records of many customers of Viet An Law, we see that many foreign enterprises do not have this license when doing import, export and distribution of goods (the main reason is The report is due to not being advised by the law firm that was previously consulted on this content). This is really a problem because the responsibility and even lack of understanding of many consultants, consulting firms (usually not lawyers, not law firms) adversely affect the image. a photo of a Vietnamese lawyer with a foreign business person doing legal procedures in Vietnam.
To avoid risks in the process of using legal services when establishing a foreign-invested enterprise doing business in import, export and distribution of goods. We recommend that investors require consulting firms, law firms when providing legal services to establish foreign-invested enterprises doing import, export and distribution of goods. for customers 03 legal documents as follows:
Certificate of investment registration;
Certificate of business registration;
Business license (Note: different from Business Registration Certificate of Section 2). This is a license only granted to foreign-invested enterprises doing business in import, export and distribution of goods.
For foreign investors repurchasing capital shares of Vietnamese enterprises doing import, export and distribution of goods. It is necessary to carry out the following procedures and complete the following legal documents:
Notice of satisfaction of the conditions for foreign investors to purchase capital contributions (issued by the Department of Planning and Investment);
Certificate of Business Registration (there is information about the foreigner being the owner on the Certificate of Business registration or updated data on the national business registration portal).
Business license (Note: different from Business Registration Certificate of Section 2). This is a license only granted to foreign-invested enterprises doing business in import, export and distribution of goods.
Foreign investment consulting services in Vietnam by Viet An Law Firm:
Consulting on legal regulations and legal procedures related to the field of enterprises, investing in Vietnam;
Consult about legal regulations and business establishment procedures, apply for Investment Registration Certificate, Business Registration Certificate, Business License (purchase and sale of goods with foreign capital), License children, …;
Counseling on conditional investment and business sectors and specific conditions for each industry, investors with nationality;
Drafting and submitting documents, working with competent state agencies, receiving results of handing over completed legal documents to clients;
Counseling on post-establishment issues such as contracts, taxes, Vietnamese employees, foreign workers working in Vietnam, intellectual property, franchise …
If you want to set up a company, set up a representative office in Vietnam, please contact hotline / zalo: 0763387788 for advice.
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