Set up a joint venture company in Vietnam

When establishing a joint venture company, investors need to send dossiers to the investment registration and business registration office. Viet An Law Firm provides detailed guidance on the dossier of establishment of a joint venture company according to the latest provisions of the Investment Law 2020 and the Enterprise Law 2020.

Dossier of setting up a new joint venture company in Vietnam

In case a joint venture company established from the beginning has the capital contribution of foreign investors and Vietnamese investors need to carry out procedures for issuance of an Investment Registration Certificate and then issue a business registration certificate.

Dossier to issue investment registration certificate

• A written request for implementation of an investment project;
• Documents on the legal status of the investor: a copy of the identity card or identity card or passport (if an individual); a copy of the certificate of incorporation or equivalent document and the passport of the capital manager (if it is an organization);
• An investment project proposal includes the following contents: investors implementing the project, objectives, scale and investment capital, capital mobilization plan, location, duration, investment progress, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; confirmation that the bank has a balance corresponding to the investment amount;
• In case the investment project does not request the State to allocate land, lease land, permit change of land use purposes, submit copies of land use right documents: Real estate lease contract, red book; construction decisions or other documents evidencing the project execution site;
• Contents of explanation of technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies in accordance with the law on technology transfer;
• Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Dossier to issue business registration certificate

Depending on the type of company that the investor wants to establish, the investor prepares the corresponding documents. However, the following basic documents are basically required:

• Application for registration of the business;
• The company’s charter;
• List of founding shareholders and shareholders being foreign investors (if they are joint-stock companies); List of members (if it is a two-member limited liability company);
• Certified copy of identity card or citizen identification card or passport (if an individual); establishment decision, business registration certificate or equivalent document and citizen identity card or identity card or passport with written authorization for the capital manager in Vietnam (if it is an organization);
• Certified copy of identity card or citizen identity card or passport of the legal representative of the joint venture company;
• A certified copy of the granted Investment Registration Certificate;
• Power of attorney for Viet An Law Firm;

Dossier to set up a joint venture company under the plan on purchase of contributed capital and shares in a Vietnamese company

Under this option, the steps to establish a joint venture company are as follows:

• Establishment of a 100% Vietnamese-owned company;
• Registration for foreign investors to contribute capital or purchase capital contributed shares in Vietnamese companies (For foreign investors who buy contributed capital in Vietnamese companies doing conditional lines or in case foreign investors buy more than 50% capital in companies doing business in unconditional lines);
• Change of business registration: change of members, company shareholders.

Dossier to set up a company with 100% Vietnamese capital

• Application for business registration.
• Draft company charter;
• List of members for two-member limited liability companies or list of founding shareholders for joint-stock companies;
• A valid copy of one of the personal identification documents: For individuals: A valid national identity card or passport or citizen identification card; For organizations: Certificate of business registration for organizations and enclosed with personal identification documents of the authorized representative of the organization;
• Capital contribution decision, Written appointment of an authorized representative for company members, company shareholders being organizations;
• Other documents in special cases (Viet An Law Firm will advise customers to prepare in accordance with the law);
• Authorization for Viet An Law.

Registration dossier for capital contribution purchase of foreign investor in Vietnamese company

• Documents on registration of capital contribution, share purchase, purchase of contributed capital;
• Copies of legal papers of individuals and organizations contributing capital, buying shares, purchasing contributed capital and companies with foreign investors contributing capital, buying shares, buying contributed capital;
• A written agreement in principle on capital contribution, share purchase, purchase of contributed capital between foreign investors and companies with foreign investors contributing capital, buying shares, purchasing contributed capital or between foreign investors and shareholders or members of the company;
• A copy of the land use right certificate of the company with foreign investors contributing capital, buying shares, purchasing contributed capital (for cases where conditions on ensuring national defense and security must be satisfied)

Dossier to change business registration certificate

• Notice of change of business registration contents;
• Decision on the change of company;
• Minutes of meetings on the change of company;
• The transfer contract and documents certifying the completion of the transfer are certified by the legal representative of the company;
• List of capital contributors or List of shareholders who are foreigners;
• Notarized copy of the investor’s passport / business registration certificate;
• Documents of the Investment Registration Agency approving the capital contribution, share purchase or purchase of contributed capital by foreign investors;
• Power of attorney for Viet An Law.

Some questions related to the dossier of setting up a joint venture company in Vietnam

Does the establishment of a new joint venture company need documents proving the financial capacity of the investor?

When establishing a new joint venture company, there must be documents proving the financial capacity of the investor in the dossier. The usual financial proof document is a certificate of the investor’s bank account balance.

Do investors who contribute capital, buy contributed capital or shares in Vietnamese companies to set up a joint venture company need to prove their financial capacity?

In case of purchase of contributed capital or shares in a Vietnamese company, a dossier of registration for purchase of contributed capital or shares does not require documents proving the financial capacity of the investor. Instead, a dossier of change of business registration requires investors to present documents on purchase of contributed capital and shares and proof of completion of the transfer, purchase of contributed capital and shares.

In which cases do investors need to submit an application for registration to buy contributed capital and shares in Vietnamese company

In case a foreign investor buys contributed capital in a Vietnamese company doing conditional business or in case a foreign investor buys more than 50% capital in a company doing business in an unconditional line, an application for registration for purchase of contributed capital must be submitted.

If you need to draft a dossier to establish a joint venture company, please contact  Viet An Law Firm for the fastest and most accurate support!