Establishing a foreign-invested company in Vietnam

In recent years, foreign direct investment (FDI) into Vietnam has created new developments, gradually occupying an important role in the economic structure of Vietnam, thereby promoting strong growth. the socio-economic development of the country.
In the context that Vietnam is strongly entering the international market through bilateral and multilateral agreements and agreements, along with the domestic open-door policy, more and more foreign investors are interested in investment and business development in Vietnam.
Since then, the demand for establishing foreign-invested companies is increasing day by day. In order to help foreign investors as well as domestic partners better understand this type of business and the policies and legal procedures related to foreign-invested companies in Vietnam, We would like to answer these questions through this article.

Distinguish between foreign companies and foreign invested companies.

Currently, there are still some investors who do not fully understand the concept and there is confusion between foreign companies and foreign-invested companies, leading to failure to identify or incorrectly identify legal policies. Vietnamese laws apply to each type of enterprise.
A foreign company is a type of foreign organization and is defined in Clause 32, Article 3 of the Enterprise Law 2020 as follows:
English EnglishThursday, May 13, 2021 | 16:24 GMT+7
 Home Legal advice Investment law advice
How to set up a foreign-invested company in Vietnam?
 Nguyen Thi Mai 02/26/2021 Investment law consulting 0
In recent years, foreign direct investment (FDI) into Vietnam has created new developments, gradually occupying an important role in the economic structure of Vietnam, thereby promoting strong growth. the socio-economic development of the country.
In the context that Vietnam is strongly entering the international market through bilateral and multilateral agreements and agreements, along with the domestic open-door policy, more and more foreign investors are interested in investment and business development in Vietnam.
Since then, the demand for establishing foreign-invested companies is increasing day by day. In order to help foreign investors as well as domestic partners better understand this type of business and the policies and legal procedures related to foreign-invested companies in Vietnam, We would like to answer these questions through this article.
Distinguish between foreign companies and foreign invested companies.
Currently, there are still some investors who do not fully understand the concept and there is confusion between foreign companies and foreign-invested companies, leading to failure to identify or incorrectly identify legal policies. Vietnamese laws apply to each type of enterprise.
A foreign company is a type of foreign organization and is defined in Clause 32, Article 3 of the Enterprise Law 2020 as follows:
“32. Foreign organization means an organization established in a foreign country under foreign law.
On the other hand, a foreign-invested company is a type of economic organization established and operating under Vietnamese law under the forms of enterprises, cooperatives, unions of cooperatives and unions of cooperativesss. other organizations conducting business investment activities and having foreign investors as members or shareholders.
From there, it can be seen that these two types of companies have major differences based on the law governing the establishment process of each type. Specifically, a foreign company is established according to the procedures and processes in accordance with foreign laws, while a foreign-invested company in Vietnam is a company established and operating in accordance with the law. Vietnam law.
In this article, we will delve into the current legal processes, procedures and policies for the establishment of a foreign-invested company in Vietnam.

Conditions for establishing a foreign-invested company in Vietnam

Foreign investors, including foreign individuals and organizations, are allowed to set up companies in Vietnam in accordance with the law. Before establishing a company, foreign investors must have an investment project and carry out an investment project. carry out procedures for granting investment registration certificates in accordance with the law. In addition, the investor must meet the following conditions:
– To own unlimited charter capital, except for the following cases:
+ The percentage of foreign investors’ ownership in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
+ The percentage of foreign investors’ ownership in state-owned enterprises equitized or converted into other forms shall comply with the law on equitization and transformation of state-owned enterprises;
+ The percentage of foreign investors’ ownership that does not fall into the above two cases shall comply with other provisions of relevant laws and international treaties to which the Socialist Republic of Vietnam is a contracting party.
– Investment form, scope of operation, Vietnamese partners participating in the implementation of investment activities and other conditions under the provisions of international treaties to which the Socialist Republic of Vietnam is a signatory.
Thus, whether or not a foreign investor can establish a foreign-invested company will also depend on the industry in which the investor intends to do business in Vietnam. For example, with the business line of providing the service of sending workers to work abroad, investors are not allowed to set up a company with foreign capital to do this business because the current law stipulates only such business. Enterprises established and operating under the Law on Enterprises have 100% charter capital of Vietnamese organizations and individuals to be licensed to operate (according to Article 6 of Decree 38/2020/ND-CP). Or with the business of film production services, foreign investors are only allowed to invest in the form of a business cooperation contract or a joint venture with a Vietnamese partner to establish a company and the investor’s capital contribution. foreign investment must not exceed 51% of the charter capital of the company (according to point a Sub-sector D. Audiovisual services, Section 2. Information services, Commitment 318/WTO/CK services).
An application for an Investment Registration Certificate includes:
Completed dossiers shall be submitted at: Department of Planning and Investment of the province or centrally run city where the investor intends to establish the company.

4. The process of establishing a foreign-invested company in Vietnam.

Step 1: Prepare and submit the application for the Investment Registration Certificate

An application for an Investment Registration Certificate includes:
a. A written request for implementation of an investment project;
b. Investment project proposal;
c. A copy of the passport for the investor being an individual or a copy of the Certificate of Establishment or another equivalent document certifying the legal status of the investor being an organization;
d. A copy of one of the following documents: 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 (can provide the Certificate of the investor’s bank account balance issued by the foreign bank);
e. Contract for the lease of the location where the investor intends to locate the head office;

Step 2: Track the application and receive the Investment Registration Certificate

In case the application is not sufficient or rejected, the investment registration agency will notify the investor in writing and clearly state the reason. Minh Khue Law Firm will receive the Notice on behalf of the investor and adjust the dossier in accordance with regulations.
Within 15 days from the date of receipt of complete and valid dossiers, the investment registration agency will issue the Investment Registration Certificate.

Step 3: Prepare and submit the application for registration of establishment of a foreign-invested company

A dossier of registration of establishment of a foreign-invested company includes:
a. Application form for enterprise registration;
b. Company rules;
c. A valid copy of one of the personal identification papers of the foreign investor being an individual, legal representative, capital contributors (for limited liability companies) or founding shareholders (for limited liability companies). with Joint Stock Company);
d. A copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;
e. List of company members, for limited liability companies with two or more members, or List of founding shareholders and list of shareholders being foreign investors, for joint-stock companies;
f. Copy of Investment Registration Certificate (issued in Step 2);
g. A document appointing an individual as an authorized representative of the owner, member or shareholder being an organization (if any);
H. Authorization letter for Minh Khue Law Firm to perform and submit documents at the competent authority.
Investor prepares the papers in item c; Documents issued by foreign agencies and organizations must be consular legalized and notarized translation.
Luật VN Firm will prepare documents in sections a, b, d, e, f, g, h and submit documents on behalf of investors at the Business Registration Office – Department of Planning and Investment.

Step 4: Receive the result as the Certificate of Business Registration

For a complete and valid application, the Business Registration Office will issue a Certificate of Business Registration within 03 working days from the date of receipt of the valid application.
If you have any questions or need answers, please contact Law Vietnam at hotline/zalo: 076338778

Công ty Luật VN

Địa chỉ: 60 Nguyễn Quang Bích, P. 13, Q. Tân Bình, TP.HCM

Mr. Phan
Email: luatvn.vn02@gmail.com

Mọi thắc mắc về nội dung và cần được giải đáp?

Hãy NHẬP SỐ ĐIỆN THOẠI và yêu cầu gọi lại để được cán bộ tư vấn của công ty liên lạc hỗ trợ.



    Trả lời

    Email của bạn sẽ không được hiển thị công khai. Các trường bắt buộc được đánh dấu *