Document to establish a company with foreign capital in Vietnam

As stipulated at The Law On Business 2020 and The Law On Investment 2020, Foreign Investor wants to establish a company with foreign capital in Viet Nam have to implement procedures to apply for an Investment Registration Certificate and Business Registration Certificate.

Documents for issuance of Investment Registration Certificate of the foreign invested company

• 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 including 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;
• Proposal of investment project includes the following main contents: 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) by 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 used in investment projects for projects subject to appraisal and consultation on technologies following the law on technology transfer;
• Other documents related to investment projects, requirements on conditions and capacity of investors as prescribed by law (if any);

Document for the issuance of Enterprise Registration Certificate

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

• The enterprise registration application form;
• The 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 personal); to  decide  on  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);
• Certified copy of the granted investment registration certificate;
• Authorization Letter for Viet An Law Firm.

Note: Documents issued by competent authorities abroad to be recognized and used in Vietnam must be consular legalized, translated, and notarized into Vietnamese according to regulations Decree 111/2011/NĐ-CP on consular certification and legalization (including passports of foreigners).

Some questions relevant to the documents establish the company with foreign capital

Does the investor have to be present in Viet Nam to apply the documents?

Investors are not required to be present in Vietnam during the application period. Through authorization, Viet An can assist investors in preparing documents, submitting, monitoring, and receiving results

Can documents issued by competent authorities abroad be notarized and legalized in Vietnam?

Depending on the scope of authorization, overseas diplomatic missions may authenticate documents and papers abroad. Investors need to contact their country’s diplomatic mission directly for more information

Does the language used in documents?

• Investment documents, documents, and reports submitted to competent authorities shall be written in Vietnamese.
• Investment documents in foreign languages shall be enclosed with their Vietnamese translations by the investors.
• For investment documents that are available in both Vietnamese and foreign languages, the Vietnamese documents shall be used for following investment procedures.
• Investors are responsible for discrepancies between the translation, the copies, and the original document.

Services establishing the company with foreign capital of Viet An Law Firm

• Consulting on the conditions for establishing a foreign-invested company: capital contribution ratio of foreign investors in Vietnam; conditions for business lines; project implementation location; Note the procedures before and after the establishment of a foreign-invested company;
• Consulting to choose the suitable company type for investors: limited liability company or joint-stock company;
• Consulting on opening a capital transfer account, capital contribution term;
• Consulting and guiding investors to prepare necessary documents to establish the company with foreign capital;
• Consulting, drafting company establishment documents for investors;
• Representing investors to work with the competent state agencies of Vietnam during the process of carrying out the procedures for establishing a company for investors (Apply for Investment Registration Certificate, Certificate of Investment Registration). business registration, business license, license according to specialized requirements, making the seal of a legal entity, the announcement of seal sample, procedures after company establishment;
• Comprehensive, regular advice, accounting services, tax law package of activities arising in the process of doing business in Vietnam for investors.