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Company registration in Vietnam

Perhaps, there will be quite a number of legal documents on investment incentive policies, mechanisms and regulations in economic sectors in Vietnam for foreign investors to take effect in 2019. Accordingly, enterprises entering 2019 need to understand the new regulations and investment incentives when they perform company registration in Vietnam. Wishing to best support the legal framework, procedures as well as providing legal services for foreign investors to perform company registration in Vietnam. Viet An Law Firm provides detailed instructions for the establishment of foreign-invested enterprises as follows:

A – Subjects of application for the establishment of a company with foreign capital:

Foreign investors must carry out procedures to issue Investment Certificates when performing company registration, specially establish foreign-invested companies, including:

  1. The company has from 1% to 100% of capital contributed by foreign investors from the beginning;
  2. The company with foreign capital (the company has been granted an Investment Registration Certificate in Vietnam) continues to establish more economic organizations; investment in capital contribution, purchase of shares, capital contribution of economic organizations; BCC contract investment falls into one of the following cases, it is necessary to carry out procedures for issuance of Investment Certificate:
  • New establishment or contribution of capital from 1% to 100% of the company’s charter capital;
  1. In cases when a foreign investor contributes capital or buys shares in a Vietnamese company that has a business registration certificate (including the case of purchasing 100% of the company’s contributed capital), they shall not must carry out procedures for issuance of an Investment Registration Certificate unless the company conducts business in the field of education and training, if a foreign investor purchases from 1% of the contributed capital, it is necessary to carry out procedures for issuance of Investment Registration Certificate.
  2. For companies operating in the field of retailing goods to consumers or setting up a retail sales outlet, they need to apply for a Business License;
  3. Provisions for foreign-invested companies established before July 1, 2015: Foreign-invested economic organizations established in Vietnam, if they have new investment projects, they may carry out procedures to implement such investment projects without necessarily establishing a new economic organization.

Note: In 2019, for foreign investors to contribute capital to Vietnamese people to establish a company (a joint venture company between Vietnam and foreign investors), the optimal plan and reduction minimize procedures should follow the following order:

  • Step 1: Establishing a Vietnamese company;
  • Step 2: Apply for a qualified license for conditional occupations;
  • Step 3: Transfer of contributed capital to foreign investors;
  • Step 4: Apply for a business license (Procedure for granting a Business License applies only to companies operating in the field of real retailing of goods to consumers or setting up a retail outlet).

For this option, the foreign-invested company, despite its members being foreign investors, they do not have to carry out the procedures for granting Investment Certificates. When an enterprise does not have an Investment Certificate, it will minimize procedures when there is a change in the business registration contents with the state agency. Specifically:

  • Simple change procedures: When an enterprise only has a business registration certificate, it must be done only when there is a change like a Vietnamese enterprise;
  • Not having to fulfill the obligation to report on the project implementation situation, investment supervision report, …;
  • Not having to carry out procedures to update investment information on the investment management system.

B – Procedures for issuance of Investment Registration Certificate

For investment projects subject to investment policy decisions, the investment registration agency shall grant investment registration certificates to investors within 5 working days after receiving written decisions on owners. investment plan.

For investment projects not subject to investment policy decisions, investors shall carry out procedures for granting Investment Registration Certificates according to the following regulations:

  1. Implementation process
  • Before carrying out procedures for issuance of Investment Registration Certificates, investors declare online information on investment projects on the National Information System on Foreign Investment. Within 15 days from the date of online filing, the investor submits the application file for the Investment Registration Certificate to the Investment Registration Authority.
  • After the Investment Registration Agency receives the file, the investor is granted an account to access the National Information System on foreign investment to monitor the application processing.
  • The investment registration agency uses the national information system on foreign investment to receive, process and return the results of investment registration documents, update the situation of processing dossiers and issue codes to investment projects.
  1. The investor’s file submitted to the investment registration agency includes:

Documents to prepare:

  • Written request for investment project implementation;
  • Copy of identity card / ID card or passport for individual investors; a copy of an Establishment Certificate or other equivalent document confirming the legal status of an investor being an organization;
  • Proposing investment projects including the following contents: investors implementing projects, investment objectives, investment scale, investment capital and plans for capital mobilization, location, initial time and progress investment, demand for labor, proposals for investment incentives, assess the impact and socio-economic efficiency of the project;
  • Copies of one of the following documents: financial statements for the last 2 years of investors; commitment to financial support of the parent company; commitment to financial support of financial institutions; guarantee of financial capacity of investors; Notes on financial capacity of investors;
  • Head office lease contract, proof of lease right of the lessor (Land use right certificate, construction license, business registration certificate with the real estate business function of the party rent or equivalent papers).
  • Proposing demand for land use; In case the project does not ask the State to allocate land, lease land or permit the change of land use purpose, then submit a copy of the location lease agreement or other documents certifying that the investor has the right to use the location for real existing investment projects;
  • Explanation on the use of technology for investment projects using technology on the list of technologies subject to transfer restriction in accordance with the law on technology transfer, including: technology name, origin technology, technological process diagrams; main specifications, usage status of machinery, equipment and main technology lines;
  1. Time limit for processing file:
  • Within 15 days from the date of receipt of the complete application file, the investment registration agency shall issue an investment registration certificate; In case of refusal, the investor must notify in writing to the investor and state the reason.o BCC contract for investment projects in the form of BCC contract.

4.Contents of Investment Registration Certificate:

  • Investment project number.
  • Name and address of the investor.
  • Name of investment project.
  • Objectives and scale of investment projects.
  • Location of investment project implementation; land area used.
  • Investment capital of the project (including investor’s capital and mobilized capital), capital contribution schedule and mobilization of capital sources.
  • Duration of the project.
  • Progress of investment project implementation: construction progress and putting the project into operation (if any); progress in implementing operational objectives, major items of the, in case the project is implemented in each period, it must stipulate the objectives, duration and operation contents of each stage.
  • Investment incentives, support and bases, conditions applied (if any).
  • Regulations for investors implementing projects.
  • Conditions for investors implementing the project (if any).
  1. Authorization to grant Investment Certificates

The Department of Planning and Investment receives, grants, adjusts and withdraws Investment Registration Certificates for the following investment projects:

  • Investment projects outside industrial zones, export processing zones, high-tech zones, economic zones;
  • Investment project to develop infrastructure of industrial zones, export processing zones, high-tech zones, economic zones and investment projects in industrial zones, export processing zones and high-tech zones in localities where the Management Board has not been established. management of industrial zones, export processing zones and high-tech zones.

Management Boards of industrial zones, export processing zones, high-tech zones and economic zones receive, issue, adjust and withdraw investment registration certificates for investment projects in industrial zones. export processing zones, high-tech zones, economic zones, including:

  • Investment projects on infrastructure development of industrial zones, export processing zones and high-tech zones;
  • Investment projects implemented in industrial zones, export processing zones, high-tech zones and economic zones.

The Department of Planning and Investment where the investor places or plans to set up its head office or executive office to implement the investment project to receive, issue, adjust and revoke the Investment Registration Certificate for the project. The following investment projects:

  • Investment projects implemented in many provinces and cities directly under the Center;
  • Investment projects implemented simultaneously in and outside industrial zones, export processing zones, high-tech zones and economic zones.

C – Procedures for establishment of a company after issuance of an investment registration certificate

For limited companies:

Profile include

  • Request for business registration.
  • Company rules.
  • List of members (for limited liability companies with two or more members).
  • Copies of the following documents: Citizens’ ID card, ID card, Passport or other legal personal identification of individual members;
  • Establishment decision, business registration certificate or other equivalent documents of the organization and authorization documents; Citizen ID card, ID card, Passport or other legal personal identification of the authorized representative of the member is an organization
  • For members who are foreign organizations, a copy of the business registration certificate or equivalent document must be legalized by the consulate;
  • Decision to contribute capital and appoint manager; List of authorized representatives (for institutional members);
  • Investment Registration Certificate for the investor.

For Joint stock companies:

Profile include

  • Request for business registration.
  • Company rules.
  • List of founding shareholders and shareholders are foreign investors (list of authorized representatives if there are shareholders being organizations)
  • Copies of the following documents: Citizens’ ID card, ID card, Passport or other legal personal identification of individual members;
  • Establishment decision, business registration certificate or other equivalent documents of the organization and authorization documents; Citizen ID card, ID card, Passport or other legal personal identification of the authorized representative of the member is an organization
  • For members who are foreign organizations, a copy of the business registration certificate or equivalent document must be legalized by the consulate;
  • Decision to contribute capital and appoint manager; List of authorized representatives (for institutional members);
  • Investment registration certificate for the investor.

Engraving and notifying seal forms

The company makes a seal and notifies the use of the seal form on the National Information Portal on business registration.

The company has the right to decide the seal and number of seals.

Receiving body: Business Registration Office – Department of Planning and Investment where the enterprise is headquartered.

Processing time: about 5-8 business days.

D – Procedures for issuance of a Business License (Only applicable to companies operating in the field of real retailing of goods to consumers or setting up a retail outlet).

Conditions for granting a Business License

  • In case, foreign investors belong to countries or territories participating in international treaties to which Vietnam is a member with a commitment to open markets for activities of buying and selling goods and activities directly related to purchasing sell goods
  • Meeting market access conditions in international treaties to which Vietnam is a member;
  • Having a financial plan to carry out activities to apply for a Business License;
  • Do not owe overdue tax in case it has been established in Vietnam for one year or more.
  • In case, foreign investors are not in the country or territory participating in international treaties to which Vietnam is a member
  • Meeting market access conditions in international treaties to which Vietnam is a member;
  • Having a financial plan to carry out activities to apply for a Business License;
  • Do not owe overdue tax in case it has been established in Vietnam for one year or more.
  • Meet the following criteria:
    • Compliance with specialized laws;
    • Consistent with the level of competition of domestic enterprises in the same field of operation;
    • Ability to create jobs for domestic workers;
    • Ability and level of contribution to the state budget.

Application for business license

  • Application for business license (Form No. 01 in the Appendix issued together with this Decree).
  • Explanatory statement with content:
    • Explanation of the conditions for issuance of a business license corresponding to the provisions of Article 9 of this Decree;
    • Business plan: Describe the content and method of conducting business activities; present business plan and market development; demand for labor; assess the socio-economic impacts and efficiency of business plans;
    • Financial plan: Report on business results based on audited financial statements of the most recent year in case of being established in Vietnam for one year or more; explanation of capital, capital sources and capital mobilization plans; attached to financial documents;
    • The situation of trading activities of buying and selling goods and activities directly related to the purchase and sale of goods; the financial situation of foreign-invested economic organizations by the time of applying for business licenses.
  • Document of the tax authority proving that there is no overdue tax.
  • Copy: Certificate of business registration; Investment registration certificate of the project of buying and selling goods and activities directly related to the purchase and sale of goods (if any).

Receiving body: Department of Industry and Trade where the enterprise is headquartered

Processing time: about 30-45 working days.

Services of establishing foreign-invested enterprises of Viet An Law Firm:

  • Advising on the capital contribution ratio of foreign investors in Vietnam;
  • Advising on selecting the appropriate type of company for investors: limited liability companies or joint stock companies, head office addresses, capital, business lines, opening capital transfer accounts, capital contribution periods;
  • Advise on conditions, guide investors to prepare necessary documents to establish foreign-invested companies;
  • Consulting, drafting documents to set up companies for investors;
  • The representative of the investor works with the competent Vietnamese authorities in the process of implementing the procedures for the establishment of the company for the investor. enterprises, acting as legal entities, announcing seal forms and procedures after the establishment of the company, …;
  • Comprehensive, regular advice, tax accounting and legal services package of activities arising in the process of conducting business in Vietnam for investors.

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