Application for establishment of a foreign-invested capital company

According to the provisions of the Law on Investment 2020 and the guiding documents, the dossier for the establishment of foreign-invested enterprises is based on the investment conditions, and the capital ratio of foreign investors is divided into 03 types as follows:

For the project team, it is necessary to apply for investment policies of the Provincial People’s Committee 

For the project group that needs to apply for investment guidelines with the provincial-level People’s Committee Agency, investors need to prepare dossiers in 03 steps to implement the following procedures:

Step 1: Request approval of investment policy

Application for approval of investment guidelines

• A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
• Documents on the legality of investors;
  • For investors being individuals, one of the following papers: citizen identification card, identity card, passport, other legal personal certification papers.
  • For investors being organizations, it is one of the following papers: establishment decisions, enterprise registration certificates, other equivalent documents.
• Documents proving the financial capacity of the investor include at least one of the following documents:
  • Financial statements of the last 02 years of investors;
  • Commitment to the financial support of the parent company;
  • Guarantee on the financial capacity of investors;
  • Other documents proving the financial capacity of investors;
• Proposal of investment project includes the following main information: investor or form of investor selection, investment objectives, investment scale, investment capital and plan for capital mobilization, location, duration, implementation schedule, information on the current status of land use at the project location and proposal of land use demand (if any), labor needs, proposals for the enjoyment of investment incentives, impacts, socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) under the law on environmental protection. In case the law on construction provides for the making of pre-feasibility study reports, investors may submit pre-feasibility study reports in place of investment project proposals;
• In case the investment project does not request the State to assign or lease land or permit the change of land use purposes, it shall submit a copy of the land use right papers or other documents defining the right to use the location for the implementation of the investment project;
• Contents of explanations on technologies use in investment projects for projects subject to appraisal and consultation on technologies under the law on technology transfer;
• BCC contracts for investment projects in the form of BCC contracts;
• Other documents related to investment projects, requirements on conditions, and capacity of investors as prescribed by law (if any).

Step 02: Grant investment registration certificate

Investor projects must carry out procedures for applying for investment registration certificates

• 100% capital investment projects of foreign investors;
• Investment projects:
  • Having foreign investors holding 51% or more of charter capital or having a majority of general partners being foreign individuals, for economic organizations being partnerships;
  • Having foreign-invested economic organizations holding 51% or more of charter capital;
  • Having foreign investors and foreign-invested organizations holding 51% or more of charter capital.

Application for issuance of investment registration certificate

• A written request for implementation of the investment project;
• Documents on the legality of investors;
  • For investors being individuals, one of the following papers: citizen identification card, identity card, passport, other legal personal certification papers;
  • For investors being organizations, it is one of the following papers: establishment decisions, enterprise registration certificates, other equivalent documents.
• Proposals for investment projects include: investors implementing projects, investment objectives, investment scale, investment capital and plans for capital mobilization, location, duration, investment schedule, labor needs, proposals on the enjoyment of investment incentives, impact assessment, socio-economic efficiency of the project;
• A copy of one of the following documents:
  • Financial statements of the last 02 years of investors;
  • Commitment to the financial support of the parent company;
  • Commitment to the financial support of financial institutions;
  • Guarantee on the financial capacity of investors;
  • Documents proving the financial capacity of investors;
• Proposing land use needs; in case the project does not request the State to assign or lease land or permit the change of land use purposes, it shall submit a copy of the lease agreement or other documents confirming that the investor has the right to use the location for the implementation of the investment project;
• Explanations on the use of technology include the following contents: name of technology, the origin of technology, diagram of a technological process; main specifications, use status of machinery, equipment and main technological lines for projects using technologies on the list of technologies restricted from transfer;
• BCC contracts for investment projects in the form of BCC contracts;
• Other documents related to investment projects, requirements on conditions, and capacity of investors as prescribed by law (if any).

Step 03: Establishment of a company granting business registration certificates

After having the investor registration certificate, it is necessary to prepare the dossier for the establishment of the enterprise

Profile of establishment of Co., Ltd.

· An application form for enterprise registration.

· Company charter.

· List of members.

· Copies of the following documents:

• Citizen identification cards, identity cards, passports, or other legal personal certifications of members being individuals or legal representatives;
• Establishment decisions, enterprise registration certificates or other equivalent documents of organizations and authorization documents; Citizen IDENTIFICATION card, ID card, passport, or other legal personal certification of the authorized representative of the member being an organization
• For members being foreign organizations, copies of enterprise registration certificates or equivalent documents must be consular legalized;

· Investment registration certificates for foreign investors under the Investment Law.

Profile of establishment of a part-drive  company

· An application form for enterprise registration.

· Company charter.

· List of founding shareholders and shareholders being foreign investors (list of authorized representatives if any)

· Copies of the following documents:

o Citizen identification cards, identity cards, passports, or other legal personal certifications of members being individuals or legal representatives;

o Establishment decisions, enterprise registration certificates or other equivalent documents of organizations and authorization documents; Citizen IDENTIFICATION card, ID card, passport or other legal personal certification of the authorized representative of the shareholder being an organization

o For shareholders being foreign organizations, copies of enterprise registration certificates or equivalent documents must be consular legalized;

· Investment registration certificates for foreign investors under the Investment Law.

For projects, investors must carry out procedures for applying for investment registration certificates

For projects where investors must carry out procedures for applying for investment registration certificates, investors must carry out 2-step dossiers

Step 1: Application for an investment registration certificate

 Application for issuance of investment registration certificate

· A written request for implementation of the investment project;

· Documents on the legality of investors;

• For investors being individuals, one of the following papers: citizen identification card, IDENTITY card, passport, other legal personal certification papers.
• For investors being organizations, it is one of the following papers: Establishment decisions, enterprise registration certificates, other equivalent documents.

· Proposals for investment projects include: investors implementing projects, investment objectives, investment scale, investment capital and plans for capital mobilization, location, duration, investment schedule, labor needs, proposals on the enjoyment of investment incentives, impact assessment, socio-economic efficiency of the project;

· A copy of one of the following documents:

• Financial statements of the last 02 years of investors;
• Commitment to the financial support of the parent company;
• Commitment to the financial support of financial institutions;
• Guarantee on the financial capacity of investors;
• Documents proving the financial capacity of investors;

· The lease contract of the company’s head office and a certified copy of the land use right certificate of the leasing party. In case of hiring an enterprise, it is necessary to provide a copy of the enterprise registration certificate with real estate business functions;

Step 02: Application for establishment of an enterprise granting the enterprise registration certificate (similar to step 3 above).

For projects not required to issue investment registration certificates

· Accordingly, enterprises only need to carry out procedures for enterprise registration in case foreign investors buy a capital contribution of 49% or less of charter capital of Vietnamese companies operating in conditional business sectors. And:

· In case a foreign-invested company in Vietnam has a foreign investor’s capital of less than 50% invested in establishing a new company in Vietnam.

Application for establishment of an enterprise granting the enterprise registration certificate (similar to step 3 above). In addition, foreign investors need to provide additional documents with the following documents:

· A copy of one of the following documents:

• Financial statements of the last 02 years of investors;
•  Commitment to the financial support of the parent company;
• Commitment to the financial support of financial institutions;
• Guarantee on the financial capacity of investors;
• Documents proving the financial capacity of investors;

· The lease contract of the company’s head office and a certified copy of the land use right certificate of the leasing party. In the case of hiring an enterprise, it is necessary to provide a copy of the enterprise registration certificate with real estate business functions.

Some questions related to the application for the establishment of a foreign-invested company

To establish a foreign-owned enterprise, what procedures should investors carry out?

To establish a foreign-owned enterprise, investors need to carry out the following procedures:

· Request for approval of investment guidelines (if they are subject to approval);

· Application for issuance of the investment registration certificate;

· Application for issuance of the enterprise registration certificate;

Where does the investor carry out procedures for establishing a foreign-owned enterprise?

Investors carry out procedures for the establishment of foreign-owned enterprises at investment registration agencies. include: 

· Management Board of industrial parks, export processing zones, high-tech parks, economic zones granting, adjusting, and revoking investment registration certificates for investment projects in industrial parks, export processing zones, high-tech parks, and economic zones.

· Departments of Planning and Investment grant, adjust and revoke investment registration certificates for investment projects outside industrial parks, export processing zones, high-tech parks, and economic zones.

In what cases must investors request approval of investment guidelines?

Investors implementing investment projects specified in Articles 30, 31, and 32 of the Law on Investment 2020 must comply with the request for approval of investment guidelines.

For more information about the establishment of a foreign-invested capital company, please contact Viet An Law Firm for detailed advice.