Vietnam’s international economic integration continues to create opportunities for foreign investors seeking to set up a company in Vietnam. Its network of free trade agreements supports market access and cross-border business development, while choosing the right corporate structure remains an important step towards establishing a local presence. A joint-stock company (JSC) offers a structure for investors planning to raise capital, bring together multiple shareholders and support future expansion. Establishing a foreign-invested JSC requires careful consideration of market access conditions, investment procedures and enterprise registration requirements. The Enterprise Registration Certificate (ERC) forms a key part of this process, recording the company’s registered particulars. Investors should also assess applicable licensing and compliance obligations before commencing operations. In this article, Viet An Law introduces the requirements, supporting documents and application procedures for obtaining an ERC for a foreign-invested joint-stock company, helping investors prepare their applications and plan the next stages of their business establishment.
Legal basis for the establishment of a joint-stock company with foreign investment in Vietnam
- WTO commitments, bilateral and multilateral free trade agreements between Vietnam and other countries;
- Investment Law 2020 and guiding documents;
- Enterprise Law 2020 and guiding documents;
- Specialized legal documents related to the investment sector.
Determine the conditions for foreign investors to invest in Vietnam
- Determine the investor’s nationality, see if the investor is a citizen from countries to which Vietnam has signed international treaties, this will bring investment incentives to investors. there;
- Determine the fields of investment in which the investor intends to establish a limited company, and depending on the industry, the investor can establish an enterprise or a joint venture with a Vietnamese partner. For example, in advertising services, foreign investors must enter into a joint venture with a Vietnamese enterprise or through a business cooperation contract to provide services to Vietnam.
- Apply for an investment certificate or apply for investment policy approval from the Provincial People’s Committee, National Assembly, Prime Minister
Documents that foreign investors need to prepare to set up a joint-stock company with foreign investment in Vietnam
Investors wishing to execute an investment project shall prepare components of the dossier and general documents regardless of the competence to grant investment policy decisions. The general composition of the profile includes:
| No
|
File name
|
Amount
|
Notarization in foreign countries
|
Request for consular legalization
|
Implement in Vietnam
|
| 1. | Certificate of establishment / Business license for institutional investor
Passport / identity card for investors |
02 | Have
|
Have | Translated into Vietnamese, Notarized |
| 2. | Audited financial statements for the last 2 years of the investor; or the parent company’s financial support commitment; or a financial institution’s commitment to financial assistance; or guarantee for the investor’s financial capacity; or Confirm the investor’s bank account balance relative to the intended capital to invest in Vietnam. | 01 | Have
|
Is not
|
Translated into Vietnamese, Notarized |
| 3. | Passport / ID card notarized representative of company law in Vietnam | 02 | Have | Have
|
Translations into Vietnamese, the c hun g |
| 4. | Office lease contract, Document proving the lessor’s right to lease in Vietnam (Land use right certificate, Construction permit, Business registration certificate with real estate business function of lessor or equivalent documents ) | 01 | Notarized | ||
| 5. | Legal investors need to provide:
– Passport of investor ‘s legal representative .
|
01 | Have
|
Have | Translated into Vietnamese, Notarized |
In addition, the following documents are available:
- An application to register a company shares (form I-4 Appendix Circular 01/2019 / TT-BKH) ;
- Enterprise’s regulations;
- List of founding shareholders (According to Form I-7 of Circular 02/2019 / TT-BKHDT) ;
- Identity card / citizen identification / passport of a shareholder ;
- Investment certificates;
- Certificate of business registration / certificate of business registration with members being organizations, together with personal identification papers, authorization decision of the authorized representative of the organization;
- Capital contribution decisions of members being organizations;
- Other documents in special cases;
- Power of attorney for Viet An Law Firm to establish an enterprise
The establishment of a joint stock company with foreign investment in Vietnam by Viet An Law Firm
- Advising and assisting investors in finding and renting offices, factories, and land with competent state agencies in Vietnam;
- Consulting and assisting clients on conditions related to the business lines that investors want to invest in.
- Drafting and preparing documents for investors;
- Working on behalf of investors with state agencies.
- Receive results from customers’ records.
- Vietnam Security Law conduct advisory support to clients the following activities as established companies in Vietnam as well as after the procedure for granting registration certificates of investment.
- Consulting and assisting investors in procedures for land, site clearance, factory construction, construction permits, environmental impact assessment, fire protection permits, qualified permits business.
- Comprehensive consultation on the provisions of labor law, tax, finance, foreign currency transfer, capital contribution …
Additionally, the following documents are available:
- An application to register a company shares (form I-4 Appendix Circular 01/2019 / TT-BKH) ;
- Enterprise’s regulations;
- List of founding shareholders (According to Form I-7 of Circular 02/2019 / TT-BKHDT) ;
- Identity card / citizen identification / passport of a shareholder ;
- Investment certificates;
- Certificate of business registration/certificate of business registration with members being organizations, together with personal identification papers, authorization decision of the authorized representative of the organization;
- Capital contribution decisions of members being organizations;
- Other documents in special cases;
- Power of attorney for Viet An Law Firm to establish an enterprise
To set up a company with foreign investment in Vietnam by Viet An Law Firm
- Advising and assisting investors in finding and renting offices, factories, and land with competent state agencies in Vietnam;
- Consulting and assisting clients on conditions related to the business lines that investors want to invest in.
- Drafting and preparing documents for investors;
- Working on behalf of investors with state agencies.
- Receive results from customers’ records.
- Vietnam Security Law conducts advisory support to clients the following activities as established companies in Vietnam as well as after the procedure for granting registration certificates of investment.
- Consulting and assisting investors in procedures for land, site clearance, factory construction, construction permits, environmental impact assessment, fire protection permits, qualified permits business.
- Comprehensive consultation on the provisions of labor law, tax, finance, foreign currency transfer, capital contribution …
- Besides set up company in Vietnam, Viet An Law Firm also provides services related to intellectual property such as trademark registration in Vietnam, Tax & accounting service, and contracting service.
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