Establish foreign-owned company in Vietnam

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Authority to issue Investment Registration Certificate.

• The Management Board of industrial parks, export processing zones, hi-tech zones and economic zones shall grant investment registration certificates to investment projects in industrial parks, export processing zones, hi-tech zones and economic zones. except for the case specified in Clause 3 of this Article.
• The Department of Planning and Investment shall issue, adjust and revoke the Investment Registration Certificate for investment projects outside industrial parks, export processing zones, hi-tech zones, and economic zones, except for the cases specified in Clause 1 of this Article. Clause 3 of this Article.
• The investment registration agency where the investor implements the investment project, locates or plans to set up an executive office for the implementation of the investment project, issues, adjusts and revokes the Investment Registration Certificate. investment for the following investment projects:
  • Investment projects implemented in 02 or more provincial-level administrative units;
  • Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones;
  • Investment projects in industrial parks, export processing zones, hi-tech zones, economic zones where the management board of industrial parks, export processing zones, hi-tech zones or economic zones has not been established, or not under the management of the Management Board of industrial parks, export processing zones, high-tech zones and economic zones.
• The agency receiving investment project dossiers is the agency competent to issue the Investment Registration Certificate, except for the cases specified in Articles 34 and 35 of the Investment Law.

Application for investment registration certificate

• A written request for the implementation of an investment project
• Identity card/identity card or passport for individual investors; The Certificate of Incorporation or other equivalent document certifying the legal status of the investor being an organization, is a document issued by a competent authority in the country where the organization is established.
• An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule. , demand for labor, proposal for investment incentives, assessment of impacts, socio-economic efficiency of the project;
•  Documents proving financial capacity: Financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
•  Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor) or equivalent documents).

Contents of the Investment Registration Certificate

Step 3. Procedures for establish foreign-owned company in Vietnam after the investor has been granted an investment registration certificate

Select the appropriate type of company. Currently, there are three popular types of companies

Limited liability company with two or more members

• A limited liability company with two or more members is an enterprise with between 02 and 50 members who are organizations and individuals. Members are responsible for debts and other property obligations of the company to the extent of the amount of capital contributed to the company.
• A limited liability company with two or more members has legal status from the date of issuance of the business registration certificate.
• A limited liability company with two or more members may not issue shares, except in the case of conversion into a joint stock company.
• A limited liability company with two or more members may issue bonds in accordance with this Law and other relevant laws; The private placement of bonds must comply with regulations

Single member limited liability company

• One member limited liability company is an enterprise owned by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company’s debts and other property obligations to the extent of the company’s charter capital.
• A one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration.
• A one-member limited liability company may not issue shares, except in the case of conversion into a joint stock company.
• A one-member limited liability company may issue bonds in accordance with this Law and other relevant laws; the private placement of bonds in accordance with regulations.

Joint Stock Company

• Charter capital is divided into many equal parts called shares;
• Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
• Shareholders are only responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;
• Shareholders have the right to freely transfer their shares to others, unless otherwise provided for in the enterprise law.
• A joint stock company has legal status from the date of issuance of the Certificate of Business Registration.
• Joint stock companies have the right to issue shares, bonds and other securities of the company.

Profile when establishing a company with corresponding types are as follows

Profile when establishing a single-member limited liability company

• Application for business registration.
• Company rules.
• Copies of the following documents:
  • Legal papers of the individual for the legal representative of the enterprise;
  • Legal papers of the individual for the company owner being an individual; Legal papers of the organization for the company owner being an organization (except for the case where the company owner is the State); Papers
  • Legal documents of the individual to the authorized representative and the document appointing the authorized representative. For the company owner being a foreign organization, a copy mof the organization’s legal papers
  • Must be consular legalized;
  • Certificate of investment registration, in case the enterprise is established by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Law on Investment and other relevant laws and regulations.
• Implementation guidelines.

Business registration documents for limited liability companies with two or more members, joint stock companies

• Application for business registration.
• Company rules.
• List of members, for limited liability companies with two or more members; the list of founding shareholders and the list of shareholders who are foreign investors for joint-stock companies.
• Copies of the following documents:
  • Legal papers of the individual for the legal representative of the enterprise;
  • Legal papers of individuals for company members, founding shareholders, shareholders being foreign investors are individuals; Legal documents of the organization for members, founding shareholders, shareholders
  • Is an institutional foreign investor; Legal papers of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on nomination
  • Authorized representative.
  • For members and shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;
  • Certificate of investment registration in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with regulations of law.
• Stipulated in the Investment Law and guiding documents.

Time limit for company establishment procedures

• The Business Registration Office issues the Certificate of Business Registration, updates information on changes in business registration contents in the National Database of Business Registration in the National Business Registration Office.
• Within 3 working days from the date of receipt of valid dossiers.
• In case the application is not valid, the Business Registration Office must notify in writing the content to be amended or supplemented to the enterprise founder or enterprise within 03 days.
• Working days from the date of receipt of the application. The Business Registration Office shall record all requests for amendment and supplementation of the enterprise registration dossier for each set of documents submitted by the enterprise in a single application.
• Notice of request for amendment and supplementation of enterprise registration dossiers.
• If the above time limit is exceeded, the enterprise registration certificate is not granted, the certificate of change of business registration contents or the registration content cannot be changed.
• If an enterprise is listed in the National Enterprise Registration Database or does not receive a notice of the request to amend or supplement the enterprise registration dossier, the enterprise founder or
• Enterprises have the right to make complaints and denunciations according to the provisions of the law on complaints and denunciations.

Validity of business registration certificate

• The information on the Business Registration Certificate is valid from the date the Business Registration Office issues the Business Registration Certificate. Enterprises have the right to operate
• From the date of issuance of the Certificate of Business Registration, except for conditional business lines or lines of business. In case the business registers the start date
• Business activities after the date of issuance of the enterprise registration certificate, the enterprise is entitled to conduct business from the date of registration, except in the case of business activities.
• Industries and trades with conditional business investment.

Things to do after setting up the company

After establishing a foreign-invested company, this company also needs to perform the same basic contents as a Vietnamese enterprise in order to operate normally. So the cabinet. What specific content does the company need to do? The following Law VN would like to provide the following tasks:

• Engraved company seal
• Set digital signature for the company
• Declare license tax and pay license tax
• Set company sign
• Set invoice printing and invoice usage notice
• Open a bank account and direct investment capital account of the company.

Step 4: Apply for licenses according to the conditions of the business field, this is also known as the procedure for applying for sub-licenses

• Lines of business investment with conditions are those in which the performance of business investment activities in such lines and trades must satisfy necessary conditions for reasons of national defense, security or public order. on one’s own, Social safety, social ethics, community health.
• The list of conditional business lines is specified in Appendix IV of the Law on Investment
• Business investment conditions for the industries and trades specified in this Section 2 are specified in the laws and resolutions of the National Assembly, the ordinances and resolutions of the National Assembly Standing Committee, the Government’s decrees and international treaties to which the Socialist Republic of Vietnam is a signatory. Ministries, ministerial-level agencies, People’s Councils, People’s Committees at all levels, other agencies, organizations and individuals may not issue regulations on business investment conditions.
• Business investment conditions must be regulated in accordance with the reasons specified in Section 1 of this Article and must ensure publicity, transparency, objectivity, saving time and compliance costs of investors. .

Regulations on business investment conditions must contain the following contents

• Subjects and scope of application of business investment conditions;
• Form of application of business investment conditions;
• Contents of business investment conditions;
• Dossier, order and administrative procedures to comply with business investment conditions (if any);
• State management agencies, agencies competent to handle administrative procedures for business investment conditions;
• Validity period of the permit, certificate, certificate or other written confirmation or approval (if any).

Business investment conditions are applied in the following forms

• License;
• Certificate;
• Certificate;
• Written confirmation or approval;
• Other requirements that economic individuals and organizations must meet in order to conduct business investment activities without having to be certified in writing by a competent authority.
• Lines and trades with conditional investment and business investment conditions, for such lines and trades, must be posted on the National Business Registration Portal.
• The Government shall detail the publication and control of business investment conditions.

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