Document for set up a joint venture company

When setting up a joint venture company, the investor has to submit the document to the investment registration authority and enterprise registration authority. Viet An law firm guiding details on the document to set up a company in accordance with the latest provisions of the Law on Investment 2020 and the Law on Enterprise 2020.

Document for set up a new joint venture company

In the case of a joint venture company was established from the beginning with capital contribution from foreign investors and Vietnamese investors, that performing the procedure for issuance of the investment registration certificate and enterprise registration certificate.

Document for issuance of the investment registration certificate

• An application form for execution of the investment project;
• A document about the investor’s legal status: a copy of the identity card or id card or passport (if it is an individual); a copy of the establishment certificate or equivalent document and passport of the capital manager (if it is an organization);
• The investment project proposal includes the following contents: investor implementing the project, objectives, scale and investment capital, capital mobilization plan, location, duration, investment schedule, and demand for investment projects. labor, propose investment incentives, assess the impact and socio-economic efficiency of the project;
• Documents proving the financial capacity of the investor include at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
• If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights: Real estate lease contract, Certificates of land use rights, or other document identifying the right to use the location for execution of the investment project;
• Contents of explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology by the Law on Technology Transfer;
• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor by regulations of law (if any).

Document for issuance of enterprise registration certificate

Depending on the type of company that the Investor wants to be set up, the Investor has to prepare the corresponding documents including the following basic documents:

• The enterprise registration application form;
• Company’s Charter;
• The list of founding shareholders; the list of shareholders that are foreign investors. (if it is a joint-stock company); The list of members (if it is a two-member limited liability company);
• Certified copy of identity card or citizen’s identity card or passport (if an individual); to decideon the establishment and certification of enterprise registration or equivalent documents and citizen identification cards or identity cards or passports enclosed with written authorization for capital managers in Vietnam (if it’s an organization);
• A copy of identity card or citizen’s identity card or passport of the legal representative of the joint venture company
• Certified copy of the granted investment registration certificate;
• Power of Attorney to Viet An law firm;

Document for setting up a joint venture company in accordance with the plan to purchase contributed capital and shares in a Vietnamese enterprise

Similar to the above-mentioned procedure, the steps to set up a joint venture company are as follows:

• Set up a company with 100% Vietnamese capital;
• Register to the foreign investor purchase contributed capital and shares in a Vietnamese company (For foreign investors purchasing capital contribution in Vietnamese companies doing conditional business lines)
• Change to enterprise registration: change the member, shareholders of the company

Document for setting up a company with 100% Vietnamese capital

• Application form for enterprise registration.
• Company’s Charter;
• List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company.
• A valid copy of one of the legal personal identification documents: For individual: Certified copy of identity card or citizen’s identity card or passport; For organizations: Establishment Decision, Certificate of Enterprise Registration and equivalent documents and attached with the legal personal identification documents of an authorized representative of the organization;
• Decision on capital contribution, authorization letter representative for company members, company shareholders being organizations;
• Other documents in special cases (Viet An Law Firm will consult clients to prepare in accordance with the law)
• Power of Attorney to Viet An Law Firm

Document for conducting investment activities by contributing capital, purchasing shares, or purchasing stakes applicable to foreign investors

• A registration form for capital contribution/purchase of shares/stakes
• Copies of legal documents of the individual or organization that contributes capital or purchases shares/stakes and of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;
• A principal agreement on capital contribution or purchase of shares/stakes between the foreign investors and the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors or between the foreign investors and the shareholders or members of such business organization.
• A copy of the certificate of land use rights of the business organization to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors (for cases where the conditions for ensuring national defense and security must be met)

Document for Change to enterprise registration

• Notification of changes to enterprise registration information;
• The decision on change of the company;
• The Minute Meeting on change of the enterprise registration;
• The contract for the transfer of stakes or documents proving completion of such transfer has a confirmation of legal’s representative;
• The list of capital contributors members or List of foreign shareholders
• A Notarized copy of passport/Enterprise registration certificate of the foreign investor;
• A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
• Power of Attorney to Viet An Law.

Some questions related to the documents for setting up a joint venture company

• Do need the documents to prove the financial capacity of the foreign investor when setting up a new joint venture company

When setting up a new joint venture company, the investor has the documents proving the financial capacity of the investor. The documents are usually a confirmation of the investor’s bank account balance.

• Do need the documents to prove the financial capacity of the foreign investor when a capital contribution or purchase of shares/stakes in the Vietnam company?

In the case of purchasing contributed capital or shares in a Vietnamese company, the document for registration to purchase contributed capital or shares does not require documents proving the investor’s financial capacity. Instead, the document for change of enterprise registration requires investors to show documents to purchase contributed capital and shares and prove the completion of the transfer and purchase of contributed capital and shares.

• In which case the investors need to submit the document to register for the purchase of contributed capital or shares in a Vietnamese business

In case of the foreign investor purchases capital contribution in a Vietnamese company doing business in conditional lines or in case the foreign investor buys more than 50% of capital in a company doing business with no conditions, the investor must submit the document for the purchase of contributed capital or shares.

The clients need to draft the document for setting up a joint venture company, please contact Viet An Law firm directly for detailed advice and best support.