Establish a Denmark invested company in Vietnam

Establishing a Denmark-invested company in Vietnam opens up exciting opportunities for foreign businesses to tap into the dynamic Southeast Asian market. The strategic partnership between Vietnam and Denmark has achieved significant achievements in recent years. With complementary strengths, the two countries have formed a long-term economic development cooperation relationship, based on common interests. Denmark, with prestigious multinational corporations such as Lego, Carlsberg and Vestas, has brought Vietnam not only modern production technologies but also unique business management models. As a result, Vietnamese businesses have the opportunity to learn and improve their competitiveness, and at the same time expand the consumer market to Europe. Meanwhile, Vietnam, with its young, dynamic population and abundant human resources, along with a favorable geographical location, has provided Danish businesses with a large consumer market and an attractive investment environment. The combination of Danish experience and technology with Vietnam’s resources and markets has boosted the economic development of both countries. The success of the Lego factory project in Vietnam is a clear demonstration of the potential for cooperation between the two countries, opening up bright prospects for this partnership in the future. Viet An Law would like to guide customers through the procedures for establishing a Danish invested company in Vietnam through the article below.

Some well-known Danish investment companies in Vietnam today

LEGO

• Field: Toy Manufacturing
• Image: LEGO, a world-famous toy brand, has invested in building a factory in Vietnam. This factory not only provides LEGO products for the domestic and international markets, but also is a symbol of the successful cooperation between the two countries.

Carlsberg

• Sector: Supply of alcoholic beverages (beer)
• Image: Carlsberg, one of the largest beer corporations in the world, has been present in Vietnam for a long time. With familiar beer brands such as Carlsberg and Tuborg, this beer company has won the hearts of Vietnamese consumers.

Vestas

• Field: Fuel supply, energy
• Image: Vestas, one of the world’s leading wind turbine manufacturers, has been participating in wind energy projects in Vietnam. The presence of Vestas contributes to promoting Vietnam’s green energy transition.

Danfoss

• Field: Commercial refrigeration components, valves, sensors, compressors,….
• Image: Danfoss is one of the world’s leading suppliers of control and system solutions. Danfoss’ products are widely used in industries, construction and agriculture in Vietnam.

Establishment of a Danish company in Vietnam

Basic steps to establish a Danish company in Vietnam

Step 1: Apply for an investment certificate;

Step 2: Register for business establishment;

Step 3: Proceed to engrave the legal entity’s seal when it has a tax identification number;

Step 4: Open an investment capital account and contribute capital;

Step 5: After completing the capital contribution procedure, business activities can be carried out. Note that it may be necessary to apply for sub-licenses for conditional business investment lines

Application for an investment certificate of a Danish company

• Written request for implementation of the investment project;
• An investment project proposal includes the following contents: the investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, etc socio-economic efficiency of the project;
• Dossier proving the company’s head office: Lease contract, Notarized copy of real estate documents of the lessor: Land use right certificate, Construction permit; if the lessor is a company: It is necessary to provide a copy of the enterprise registration certificate with the function of real estate business;
• Confirmation of account balance corresponding to the capital intended to establish an FDI company is consular legalized and notarized

Depending on whether the investor is an individual or a legal entity, it will be necessary to provide the following additional documents:

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue an Investment Registration Certificate to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.

Application for a Danish enterprise registration certificate

• Application for enterprise registration;
• Charter of the enterprise;
• List of members of a limited liability company with two or more members or a list of general partners;
• A notarized copy of the identity card or valid passport of the individual member; a notarized copy of the enterprise registration certificate of the member being an organization; a notarized copy of the valid identity card or passport of the legal representative of that organization;
• The Danish investor’s investment registration certificate has been completed above.

Place of application: Department of Planning and Investment where the enterprise is headquartered.

Duration: 03 – 06 working days.

Engraving the seal of the legal entity when it has a tax identification number

After the business has a tax identification number, engraving the legal entity seal is an important step to complete the establishment procedure. The legal entity seal is an official identification sign of the business, used in transactions and legal documents. What should be included on the seal:

• Business name: Must match the name registered in the business registration certificate.
• Tax identification number: It is the unique number of the enterprise, issued by the tax authority.
• Head office address: Must match the registered address. Usually the county and city where the headquarters address is located.
• Type of enterprise: Example: Limited liability company, joint stock company,…

Opening an investment capital account and contributing capital

Procedures for opening an investment capital account

Preparation of dossiers for opening investment capital accounts includes:

• Enterprise establishment license or investment registration certificate.
• Investor’s identity document (passport, visa).
• Documents proving the legal origin of the investment capital.

Place to apply: Submit the application at the selected bank.

The bank will conduct the appraisal of the dossier and open an investment capital account for the investor.

After having an investment capital account, the company with Danish capital proceeds to contribute capital. Note that enterprises need to fully contribute the registered capital within 90 days from the date of issuance of the business registration certificate.

• Money transfer: Investors transfer money from an overseas account to an investment capital account opened in Vietnam.
• Confirmation: The bank will confirm the transfer of capital contribution.

Danish investors buy contributed capital and shares of Vietnamese companies

Dossier of registration for purchase of contributed capital and shares of a Vietnamese company

• Written registration of capital contribution, purchase of shares, purchase of contributed capital (according to Form A.I.7 issued together with Circular 25/2023/TT-BKHDT).
• Written agreement in principle on capital contribution, share purchase or purchase of contributed capital between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares or purchasing contributed capital.
• Copies of legal papers of individuals and organizations contributing capital, purchasing shares, purchasing contributed capital; and of economic organizations with foreign investors contributing capital, buying shares, buying contributed capital.
• In case of necessity, the External Economic Relations Division may request the supply of a copy of the land use right certificate of the economic organization to which foreign investors contribute capital, purchase shares or purchase contributed capital.

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue a written confirmation of the purchase of contributed capital to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.

Changes to the Certificate of Business Registration with Additional Information of Foreign Investors

• After obtaining the approval of the Investment Department – Department of Planning and Investment on the approval for foreign investors to contribute capital, purchase shares or contributed capital, the investor shall carry out the following procedures:
• Carry out procedures for changing shareholders and members on the Business Registration Certificate (Enterprise Registration Certificate) in accordance with the law at the Business Registration Office – Department of Planning and Investment.