Notes when establishing a foreign-invested company

Luatvn.vn is a foreign investment consulting firm specializing in FDI with more than 15 years of experience. We specialize in assisting foreign investors with legal procedures related to leasing locations, applying for investment certificates and business registration certificates to conduct investment activities in Vietnam.

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Documents to be prepared when setting up a foreign-invested company in Vietnam

For individual investors

  • Certified copy of investor’s passport.
  • Documents proving the financial capacity of the investor.
  • Venue lease contract; documents on the location of the investment project (certificate of land use right/construction permit; certificate of business registration).

For investors who are economic organizations

  • A copy of the consular legalization of the investor’s business license or other equivalent document confirming the investor’s legal status.
  • Consular legalized copy of the investor’s last 2 years’ financial statements, certifying the investor’s account balance corresponding to the expected capital to invest in the company in Vietnam.
  • Authenticated passport of the legal representative of the company in a foreign country.
  • Authenticated passport of the director – the legal representative of the Vietnamese company
  • Venue lease contract; documents on the location of the investment project (certificate of land use right/construction permit; certificate of business registration).

Notes when establishing a foreign-invested company

Procedures for registration of establishment of a foreign-invested company in Vietnam

Step 1: Apply for an investment certificate to establish a foreign-invested company

Dossier to establish a foreign company applying for an investment registration certificate:

  • A written request for the implementation of an investment project;
  • The 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 the project’s socio-economic impact and efficiency;
  • Profile of individual/institutional investors (above)
  • Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
  • An explanation of the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer, include the following contents: name of technology , technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment and technological lines;

Agency receiving investment project dossiers

  • Department of Planning and Investment of province/city.
  • Management Board of industrial parks, export processing zones, high-tech zones and economic zones.
  • Time to apply for investment registration certificate: 15 working days

>>>> See more: Official letter on entry to Vietnam for foreigners >>>>

Step 2: Apply for a Certificate of Business Registration

Dossier to establish a foreign company applying for an enterprise registration certificate:

  • Application for business registration
  • Company rules
  • List of founding members/shareholders of the company
  • authorization letter
  • Notarized copy of investment registration certificate
  • Notarized copy of legal representative’s personal papers

Agency that receives business registration documents

  • Business registration office of province/city.
  • Time to issue business registration certificate: 5-8 working days

Step 3: Apply for a business license for some conditional lines of business

According to the provisions of Decree 09/2018/ND-CP on goods trading activities and activities directly related to the purchase and sale of goods of foreign investors, economic organizations with investment capital Foreigners in Vietnam:
  • Retailing is the activity of selling goods to individuals, households and other organizations for consumption purposes.
  • Investors are not required to issue business licenses for the export and import of goods and wholesale of goods (not in the categories of: Oil, lubricating grease; rice; sugar; recorded items; books). , newspapers and magazines).
  • Investors shall grant business licenses when performing goods retail activities or setting up goods retail establishments.

Service of setting up a company with foreign elements at Luatvn.vn

Lawyers of Luatvn.vn will give full and detailed advice to investors on legal regulations related to the establishment and management of enterprises. The consulting contents include:
  • Consulting on selecting investment registration information: choosing the right type of company for investors (Limited Company or joint-stock company), head office address, investment capital, project objectives, industry business, opening capital account, capital contribution term…
  • Advising on conditions, guiding investors to prepare necessary documents to establish a foreign-invested company;
  • Drafting company establishment documents for investors quickly and accurately;
  • Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors (Apply for Investment Registration Certificate, Business Registration Certificate, seal of legal entity, making notice of seal sample)
  • Consulting procedures after company establishment, tax legal consulting services – accounting, profit transfer abroad, issues related to trademarks and intellectual property rights…;
  • Comprehensive advice on activities arising in the process of doing business in Vietnam for investors.

Frequently asked questions about setting up a foreign-invested company

Here are some frequently asked questions when you want to set up a foreign-invested company in Vietnam that you can refer to:

Types of foreign investors investing in Vietnam?

  • Establish a company in Vietnam with 100% foreign capital.
  • Contribute capital to establish a joint venture company with Vietnamese investors.
  • Buy shares of contributed capital of a Vietnamese company.
  • Make investment under BCC business cooperation contract.

What is the fastest way to establish a foreign-owned company?

There are two ways to establish a foreign-owned company, the registration procedure for foreign investors to contribute capital, receive the transfer of capital and shares in a Vietnamese company to convert into a foreign-owned company is the method of development. the fastest and easiest way. The procedure should be done in the following order:
  • Step 1: Establish a Vietnamese company;
  • Step 2: Transfer of contributed capital and shares to foreign investors;
  • Step 3: Apply for a goods retail business license and other conditional business licenses if the business lines are conditional
This method is just an objective assessment for the general foreign company establishment procedure, because many foreign companies deploy production, processing or plan to borrow foreign capital in the business process, so they need a Certificate of Incorporation. investment registration to operate. At that time, the option to establish a new foreign company in connection with the application for an investment registration certificate will be mandatory. We base on the actual needs of customers to give the fastest and best implementation direction.

Are foreign-invested companies eligible for investment incentives?

Yes, but companies with foreign capital are only entitled to the same investment incentives as businesses in Vietnam.

What taxes must a foreign-invested company pay?

Foreign-invested companies will have to pay the same taxes as Vietnamese companies: VAT, license tax, import-export tax, corporate income tax. For foreign workers, personal income tax is calculated according to global income.

When should the establishment of a foreign-owned company be associated with the application for an investment license?

The Investment Law 2020 recognizes two ways to establish a foreign-owned company in Vietnam, including: Registration of establishment of a foreign-owned company under Article 22 and Registration for foreigners to contribute capital and purchase shares under Article 24 Accordingly, when carrying out the registration of establishment of a new foreign-owned company, the procedures for issuance of an Investment Registration Certificate must be carried out.

Advantages of setting up a limited company for foreigners compared to a joint stock company?

Experience in consulting the establishment of foreign companies, Luatvn.vn finds that the limited company type will be more suitable for foreign investors, because:

Joint stock companies have always been considered that the ability to raise capital quickly according to the Law on Enterprises 2020, but for foreign investors, this advantage is almost worthless because

The main method of raising capital of foreign capital companies, especially companies whose owners are foreign legal entities, often use to register short-term loans, medium-term and long-term foreign loans from the parent company. For this loan source, the State Bank shall consider and approve it based on the mobilized capital amount specified in the Investment Registration Certificate. Therefore, the fact that foreign capital companies operate under the model of joint stock company or limited company is essentially the same, there is no difference.

When a joint stock company transfers shares, it is not required to notify the Business Registration Office

However, this provision only applies to the transfer of shares by domestic investors. When transferring shares with foreign elements, all procedures for changing business registration contents must be carried out at the Business Registration Office and at the same time adjusting the percentage of contributed capital on the Investment Registration Certificate. Thus, whether operating under the model of a joint stock company or a limited company, the transfer of capital by foreigners is still subject to the same registration.

Foreign investors investing in Vietnam must transfer money through the investment capital account set up by the company

  • Therefore, to establish a limited company or a joint stock company, they must all contribute the full charter capital. within 90 days by bank transfer. In case the time limit for full capital contribution is longer than 90 days, this content must be recorded on the Investment Registration Certificate. Thus, the type of enterprise does not create advantages in terms of capital contribution term and capital contribution method.
  • When transferring shares will be charged a tax of 0.1% (See: Tax calculation from transfer of shares), but transfer of contributed capital in a limited company at par value does not lose tax.

The common business model of foreign legal entities, especially Korea

  • Is a family company, so foreign legal entities themselves are mostly registered under the form of limited company (Co., Ltd). The laws of other countries are similar, so choosing to establish a limited company in Vietnam also helps investors to easily manage and operate their business.
  • The limited company model has a stronger bond between investors. This is a plus point that foreign investors give the most priority because they come to Vietnam to do business and do not want disputes and fluctuations, so they need to control the free transfer of capital of co-contributors.
Luatvn.vn point of view is that it is generally applicable to foreign companies in general, of course some specific business models, some specific business methods that investors want will be more suitable if establishment of a joint stock company. And in terms of procedures for establishing a foreign company, the choice of the type of business does not affect the time and documents to be provided when deploying. Investors who require further advice on how to choose the type of business when establishing a foreign company, please contact  Luatvn.vn today for assistance.

How long does it take to set up a foreign capital company?

Establishing a company with foreign elements will need about 15-20 working days to apply for an investment registration permit, 5-8 working days to apply for a business registration permit. Total time to establish is about 20 – 30 working days.

What is the type of choice for investors when establishing a foreign-owned company?

Normally, the types of establishment of foreign-invested companies in Vietnam are divided into 3 main types:
  • One member limited liability company (for 1 individual or 1 investment organization)
  • Limited company 2- 50 members (for 2 or more individuals or 2 or more organizations)
  • Joint stock company with 3 or more shareholders.

Can a foreign-owned company establish a representative office in Vietnam?

Representative offices provide legal presence in Vietnam for:
  • Conduct market research
  • Overcoming business partners in Vietnam
  • Looking for investment opportunities
  • Promote parent company
  • Supervision of signing agreements with partners in Vietnam

Conditions for establishing a distribution company in Vietnam?

  • The company’s distribution activities include wholesale or retail. Distribution activities do not include import and export activities. Enterprises are allowed to buy back products from suppliers to distribute to the market.
Investors need to meet the following conditions:
  • Investors from countries and territories participating in international treaties to which the Socialist Republic of Vietnam is a contracting party commit to open the market for goods trading activities.
  • Distributed goods are not on the list of goods banned from business and are not allowed to be distributed under international treaties, but must be distributed according to the committed schedule of international treaties if they are on the list of goods with a distribution route. distribute.
  • Scope of distribution: wholesale and retail.
  • Approved in writing by the Ministry of Industry and Trade.

Notes when establishing a foreign-invested company

Procedures for granting a retail business license to a foreign-owned company?

Foreign-owned companies must apply for a license to do retail business and activities related to the distribution of goods before doing business. Conditions for granting a business license

  • In case a foreign investor belongs to a country or territory that is a contracting party to an international treaty to which Vietnam is a contracting party, there is a commitment to open the market for goods trading and activities directly related to the sale and purchase of goods. goods
  • Satisfy the conditions on market access in international treaties to which Vietnam is a contracting party;
  • Having a financial plan to carry out the activities requested for a business license;
  • No more overdue tax debt in case it has been established in Vietnam for 01 year or more.
  • In case the foreign investor does not belong to a country or territory participating in an international treaty to which Vietnam is a contracting party
  • Satisfy the conditions on market access in international treaties to which Vietnam is a contracting party;
  • Having a financial plan to carry out the activities requested for a business license;
  • No more overdue tax debt in case it has been established in Vietnam for 01 year or more.

Meet the following criteria

  • Comply with the provisions of specialized laws;
  • Consistent with the level of competition of domestic enterprises in the same field of operation;
  • Ability to create jobs for domestic workers;
  • Ability and level of contribution to the state budget.

Above are the most detailed information about the process of establishing a foreign-invested company that Luatvn.vn has compiled for your reference. Hopefully the article has provided a lot of useful knowledge for investors. In addition, customers can refer to Luatvn.vn procedures for increasing investment capital of foreign companies and other procedures that are very useful for businesses.

If you have any questions please contact us for a free consultation, we always bring you the best service, with a team of experienced lawyers, you completely trust luatvn hotline. / zalo: 0763387788.

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

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