- 1 Conditions for foreign investors to establish a company
- 1.1 Investment lines that are not banned from investment, including
- 1.2 Specific requirements for each field when establishing a foreign-owned company
- 1.3 Conditions for establishing foreign-invested enterprises in the field of commerce
- 1.4 Conditions for establishing foreign-invested enterprises in the service sector
- 1.5 What are the business lines for registration of establishment of a foreign-owned company in Vietnam?
- 2 For foreign individual investors
- 3 For foreign investors who are organizations
- 4 What is the maximum percentage of capital that foreign investors can own?
- 5 Points to note when setting up a foreign-owned company in Vietnam
- 5.1 About the field of business investment
- 5.2 Investors
- 5.3 Contributing investment capital, charter capital after establishing a foreign-owned company in Vietnam
- 5.4 Choosing an investment location and setting up a company
- 5.5 Use company seal
- 5.6 Using labor
- 5.7 Legal representative
- 5.8 Fulfill your tax obligations
- 5.9 Investment project report
- 6 Documents and information you need to provide
- 7 Service of setting up a foreign company in Vietnam of Luatvn.vn Consulting
Conditions for foreign investors to establish a company
Investment lines that are not banned from investment, including
- National defense, national security and public interest.
- Relics of history, culture, ethics, fine customs and traditions of Vietnam.
- The government bans investment in industries that harm people’s health, destroy resources, and destroy the environment of the country.
- Projects carrying hazardous waste, producing toxic chemicals or using toxic agents are prohibited by international treaties.
Specific requirements for each field when establishing a foreign-owned company
- Foreign investors must ensure that there is a location for project implementation. If the project is located in an area with investment incentives, it shall prepare an investment incentive dossier according to regulations.
- The objectives of the investment project must be consistent with the local development planning and the development orientation of the country.
- Investors must demonstrate financial capacity to implement the project.
- Investment projects must ensure environmental and security conditions.
Conditions for establishing foreign-invested enterprises in the field of commerce
- The investor must ensure that there is a location to implement the project.
- Investors must demonstrate financial capacity to implement the project.
- In addition, investors in commercial activities must have experience.
- Import-export goods must have HS codes, and goods participating in import-export activities are not on the list of prohibited or restricted imports. In addition, goods must comply with regulations at international trade organizations to which Vietnam is a member.
- Note: investors must meet the conditions for practice certificates, legal capital and investment capital as prescribed. Foreign investors, when they want to participate in investment in Vietnam, must meet the ratio of foreign investors according to the regulations of each project.
Conditions for establishing foreign-invested enterprises in the service sector
- Investors are only allowed to register the service industries that Vietnam has committed to open the market when joining the WTO.
- Ensure commitments on services of Vietnam when joining WTO.
- The investor must have a location to deploy the project.
- In addition, the investor must demonstrate financial capacity to ensure the project is implemented as committed.
What are the business lines for registration of establishment of a foreign-owned company in Vietnam?
Foreigners who directly invest in establishing a foreign-invested company in Vietnam need to prepare:
- Certified copy of the passport of the foreign individual.
- Contract to lease the company’s head office/location for the implementation of the investment project.
- Legal statement of bank account balance.
For foreign investors who are organizations
- Certified copy of business registration license, consular legalization
- Financial statements audited or certified by tax authorities in the latest year, consular legalization
- Certified copy of identity card or passport of the representative
- Charter of the host company
- Power of attorney from the organization for the representative of the contributed capital in the company to be established in Vietnam. Records proving the experience and financial capacity of foreign investors.
What is the maximum percentage of capital that foreign investors can own?
About the field of business investment
Based on the scope of commitments to open the market in Vietnam, the need to establish a foreign-owned company in Vietnam and the investment ability, foreign investors should choose investment fields/industries. investment profession necessary and sufficient for implementation; it is best to invest in sectors/industries that have been clearly committed by Vietnam in bilateral or/and multilateral international treaties to avoid the risk of being rejected when registering trades and fields. not yet open to the market. Each investment field/business line is associated with the requirements for the corresponding amount of feasible investment capital for implementation, the corresponding specific investment conditions/business license if it belongs to the list of industries. conditional business.
Foreign investors investing in Vietnam can be individuals (also known as entrepreneurs) or foreign companies. Most of the normal investment and business lines that have been fully opened by Vietnam are regulated to allow investors to be individuals or to set up foreign capital companies in Vietnam, ie unlimited. as an individual or corporate investor.
Investment capital, Charter capital to establish a foreign company in Vietnam.
Currently, Vietnam’s market-opening commitments and Vietnamese law only stipulate the investment limit conditions of projects to establish foreign-invested companies in certain fields such as education, business, etc. real estate business, travel, payment intermediary, ….; For the rest of other normal business lines, there are no regulations on investment limits, investors only need to ensure the feasibility of the amount of investment capital commensurate with the scope and scale of the project.
Contributing investment capital, charter capital after establishing a foreign-owned company in Vietnam
It should be noted that the contribution of investment capital and charter capital must comply with the registered deadline shown on the Investment Registration Certificate, the company’s charter and Vietnamese law. Accordingly, it should be noted that the time limit for investors to contribute investment capital and to contribute the Company’s charter capital in Vietnam (for both limited liability companies and joint stock companies) is posted by the Investors. for a period not exceeding 90 days from the date of issuance of the Certificate of Business Registration. Service of setting up a foreign company in Vietnam.
Choosing an investment location and setting up a company
Investors should choose investment locations, establish foreign capital companies in Vietnam with clear addresses; select a lessor with sufficient documents to prove ownership or/and the right to lease/sublease if any; The place/office for lease is permitted for lease, designed and built in accordance with Vietnamese law, and is not in dispute. The leased office needs to be in the area designed and built to serve the office function on the basis of which the construction permit has been granted by the competent state agency of Vietnam.
Use company seal
A foreign-invested company in Vietnam has the right to decide on the form, content and number of seals, and may have many seals with the same form and content. Before using, changing, destroying the seal sample, changing the number of seals, the Company must send a notice to the competent state agency where the company is headquartered to post a notice about the seal sample on the website. National portal on business registration. After completing the notification procedure and posting the seal sample on the National Business Registration Portal, the seal can be used from the effective date indicated in the posted notice.
Foreign capital companies in Vietnam may hire foreign or Vietnamese workers to work at the Company. However, if there is a foreign worker, the Company must carry out the procedures to apply for Visa, apply for approval to use foreign workers, work permit, temporary residence card according to the following conditions and procedures. customs prescribed by Vietnamese law.
The legal representative of the Company in Vietnam is an individual representing the company to exercise rights and obligations arising from the company’s transactions, representing the company as a plaintiff, defendant, persons with related rights and obligations before the Arbitration, Court and other rights and obligations as prescribed by law.
Fulfill your tax obligations
Every year, each company in Vietnam will have to pay a license fee (from 2 to 3 million VND depending on the registered charter capital); enterprise income must be paid when there is a profit; declare and pay value added tax. Depending on the business and investment industry, companies in Vietnam may also have to pay taxes such as export tax, import tax, excise tax, etc. Luatvn.vn tax declaration service always has policies preferential books when customers contact us.
Investment project report
A foreign-owned company in Vietnam established under a foreign-invested investment project must strictly and fully comply with the investment project reporting regime, register an account and comply with the project reporting regime. project through the National Investment Portal.
Documents and information you need to provide
- Information about the company to be established: Company name, address, industry, charter capital, members/shareholders…
- Consular legalization Confirmation of bank account balance or Financial statements of foreigners to prove financial capacity.
- Head office lease contract and Copy of Red Book.
- Certified copy of Passport if investor is an individual. Consular legalization of business registration if the Investor is an organization.
- We will prepare all necessary documents carefully and thoughtfully, minimizing the need to re-sign or repair documents.
For foreigners who want to establish a company in Vietnam, they need to prepare
- Certified copy of Passport. Note, need to authenticate the entire Passport.
- Notarized Translation, Consular Legalization Confirming individual’s bank account balance. The balance shown on the Confirmation must be greater than or equal to the Total invested capital in Vietnam
For investors being foreign companies and organizations. Documents to be prepared include
- Notarized translation, Consular legalization of Business Registration License.
- Translation of financial statements for the last 2 years or Confirmation of the Company’s bank account balance. The balance and assets on the Report or certification must be greater than or equal to the Total investment capital in Vietnam.
Service of setting up a foreign company in Vietnam of Luatvn.vn Consulting
Advising on the conditions for establishing a foreign-invested company: capital contribution ratio of foreign investors in Vietnam; conditions for business lines; project implementation location; pay attention to the procedures before and after the establishment of a foreign-invested company;
- Consulting on choosing the right type of company for investors: limited liability company or joint stock company;
- Advice on opening a capital transfer account, capital contribution term;
- Consulting and guiding investors to prepare necessary documents to establish a foreign-invested company;
- Consulting, drafting company establishment documents for investors;
- Representing investors to work with competent Vietnamese state agencies in the process of carrying out the procedures for establishing a company for investors (Apply for Investment
- Registration Certificate, Certificate of Investment Registration, etc.) enterprises, business licenses, permits according to specialized requirements, making seals of legal entities, announcing seal samples, procedures after company establishment,…;
- Comprehensive, regular advice, accounting services, tax law package of activities arising in the process of doing business in Vietnam for investors.