Establishment of a Finnish invested company in Vietnam

The cooperation between Vietnam and Finland is increasingly being strengthened and developed in many aspects, opening up extremely bright prospects for cooperation. With complementary strengths, the two countries have been exploiting great potentials together. Finland, with its advanced technology platform and innovative spirit, brings effective solutions to the challenges that Vietnam is facing. Meanwhile, Vietnam, with its vibrant domestic consumer market, young and dynamic human resources and open-door policies, creates an attractive business environment for Finnish businesses. Viet An Law would like to guide you through the procedures for establishing a Finnish invested company in Vietnam through the article below.

Reasons to set up a Finnish company in Vietnam

• Renewable energy: Finland, with its long-standing experience in this field, can support Vietnam in developing clean energy sources, contributing to mitigating the impact of climate change.
• High-tech agriculture: The application of advanced Finnish technologies to agricultural production in Vietnam will help improve productivity, product quality and ensure food safety and hygiene.
• Education: Educational cooperation between the two countries focuses on improving the quality of human resources, training skills necessary for the modern labor market, and exchanging students and lecturers.
• Information technology: Finland can share experience and technology in the field of information technology, helping Vietnam develop the digital economy and improve its competitiveness.

In particular, the Vietnam-EU Free Trade Agreement (EVFTA) has created a favorable legal framework, eliminated tariff and non-tariff barriers, and promoted trade in goods and services between the two countries. This not only opens up great opportunities for businesses but also contributes to strengthening the comprehensive cooperation between Vietnam and Finland.

The process of establishing a 100% Finnish company in Vietnam

Step 1: Apply for an investment certificate;

Step 2: Register to establish a company with 100% Finnish capital in Vietnam;

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

Apply for an investment certificate to establish a 100% Finnish company in Vietnam

Dossier of application for an investment certificate

• 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

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.

Registration to establish a 100% Finnish company in Vietnam

Dossier of application for a Finnish 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 Finnish 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.

Open an account with 100% Finnish investment capital in Vietnam and contribute capital

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 Thai capital contributed 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.

Establishment of a company with Finnish capital in Vietnam in the form of purchase of contributed capital or purchase of shares in Vietnamese enterprises

For convenience and speed, Finnish investors can choose to invest in the form of capital contribution and purchase of shares in Vietnamese companies. Accordingly, the procedure is carried out as follows:

Step 1: Register to buy contributed capital, buy shares of a Vietnamese company

• In fact, because the procedure for establishing a Vietnamese company is much simpler, many investors in Finland have chosen to establish a Vietnamese company first and then carry out the procedures for buying contributed capital, buying shares of the Vietnamese company or also buying back the contributed capital, buy shares of existing Vietnamese companies.
• The investor submits the dossier at the Department of External Economics – Department of Planning and Investment where the economic organization is headquartered to carry out procedures for registering capital contribution, purchase of shares and capital contributions to the Company with 100% Vietnamese capital. The dossier includes the following documents:
  • 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.
• In case the capital contribution, purchase of shares or contributed capital of the foreign investor satisfies the conditions, the Department of Planning and Investment shall notify in writing within 15 days from the date of receipt of a complete dossier for the investor to carry out the procedures for changing shareholders. members in accordance with law. In case of failure to meet the conditions, the Department of Planning and Investment shall notify the investor in writing and clearly state the reason.

Step 2: Change 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.