Step by step to establish 100% FDI enterprise in Vietnam

Since the Law on Investment 2020 has taken effect, based on the provisions of the Law on Investment 2020, the process of establishing a foreign-invested company belongs to the cases of applying for the investment policy approval is as follows:

Step 01: Register investment policy at the competent state agency to establish 100% FDI enterprise in Vietnam.

Foreign investors entering Vietnam to implement a project must follow the procedures to apply for an Investment Registration Certificate. However, before carrying out the application for an Investment Registration Certificate, in some cases, the investor must register an investment policy under the jurisdiction of the Prime Minister or the provincial People’s Committee.

Cases of investment policy decision belong to the competence of the People’s of the Provinces 

The People’s of the Provinces shall decide on investment policy for the following projects:

• Projects that are allocated or leased land by the Government through auction, bidding, or transfer; projects that require a change of land use purpose;
• Projects using technologies on the List of technologies restricted from transfer under the technology transfer law.

A dossier for approval of investment policy by the People’s Committee of the Province includes:

• The proposal to implement the investment project;
• For individual investors: Copy of identity card, citizen identity card, or passport;
• For institutional investors: copy of Enterprise Registration Certificate or other equivalent documents certifying legal status;
• The proposal of the investment project including the following contents: investor implementing the project, investment objectives, investment scale, investment capital, and capital raising plan, location, duration, schedule of investment, demand labor, the proposal of investment incentives, impact assessment, socio-economic efficiency of the project;
• A copy of one of the following documents: financial statements of the last 02 years of the investor; financial commitment of the parent company; financial institutions’ commitment to financial support; guarantee of financial capacity of the investor; documents explaining the financial capacity of the investor;
• Proposal of land use demand: if the project does not request the Government to allocate, lease land or permit the change of land use purpose, a copy of the location-leasing agreement or other documents certifying that the investor has the right to use that location for carrying out investment projects shall be submitted;
• An explanation of the use of technology including the following contents: technology name, technology origin, technology process diagram; main specifications, using status of main machines, equipment, and technological lines for projects using technologies on the list of technologies restricted from transferring;
• BCC contracts for investment projects in the form of BCC contracts.

Cases of investment policy decision belong to the competence of the Prime Minister:

         These cases consist of the shipping business, telecommunication services with network infrastructure, afforestation, publishing, journalism, the establishment of science and technology organizations, establishment of science and technology enterprises with 100% foreign capital. Accordingly, in case of the establishment of a company with 100% foreign capital relating to the above matters, customers shall register the investment policy at the Prime Minister following the Law on Investment 2020.

Dossier includes:

• Documents similar to the investment policy registration belonging to the competence of the Provincial People’s Committee;
• Plan of site clearance, emigration, resettlement (if any);
• Preliminary assessment of environmental impacts, environmental protection solutions;
• Assessing socioeconomic impacts and efficiency of investment projects.

Cases of investment policy decision belong to the competence of the National Assembly

Projects must apply for the National Assembly’s investment policy decision:

• Projects that greatly affect the environment or have the potential to seriously affect the environment, including Nuclear power plants; Changing the land use purpose of national parks, nature conservation zones, landscape protection areas, scientific research or experimental forests from 50 hectares; headwater protection forests from 50 hectares; protective forests against the wind, sand, wave break, sea encroachment, environmental protection from 500 hectares; production forests from 1,000 hectares;
• Land use with a requirement to change the purpose of use of wet rice cultivation land from two crops or more with a scale of 500 hectares or more;
• Relocation and resettlement of 20,000 or more people in mountainous areas or 50,000 or more people in other regions;
• Projects requiring the application of special mechanisms and policies should be decided by the National Assembly.

The same dossier as the investment policy registration of the provincial People’s Committee Agency is required, including:

• Plan of ground clearance, emigration, resettlement (if any);
• Preliminary assessment of environmental impacts and environmental protection solutions;
• Assessing the socio-economic impacts and effectiveness of the project;
• Proposing specific mechanisms and policies (if any).

Step 02: Apply for an Investment Registration Certificate to establish a 100% FDI enterprise in Vietnam.

In the following cases, investors must carry out the procedures to apply for an investment registration certificate:

• Investment projects of foreign investors;
• Investment projects of the following economic organizations:
• Having foreign investors holding 51% or more of the charter capital or having a majority of general partners being foreign individuals for economic organizations being partnership companies;
• Having the above mentioned economic organization holding 51% or more of charter capital;
• Having foreign investors and economic organizations mentioned above holding 51% or more of charter capital.

A dossier for an investment registration certificate to establish a 100% FDI enterprise in Vietnam includes:    

• The proposal to implement the investment project;
• For individual investors: Copy of identity card, citizen identity card, or passport;
• For institutional investors: copy of Enterprise Registration Certificate or other equivalent documents certifying legal status;
• The proposal of the investment project including the following contents: investor implementing the project, investment objectives, investment scale, investment capital, and capital raising plan, location, duration, schedule of investment, demand labor, the proposal of investment incentives, impact assessment, socio-economic efficiency of the project;
• A copy of one of the following documents: financial statements of the last 02 years of the investor; financial commitment of the parent company; financial institutions’ commitment to financial support; guarantee of financial capacity of the investor; documents explaining the financial capacity of the investor;
• Proposal of land use demand: if the project does not request the Government to allocate, lease land or permit the change of land use purpose, a copy of the location-leasing agreement or other documents certifying that the investor has the right to use that location for carrying out investment projects shall be submitted;
• An explanation of the use of technology including the following contents: technology name, technology origin, technology process diagram; main specifications, using status of main machines, equipment, and technological lines for projects using technologies on the list of technologies restricted from transferring;
• BCC contracts for investment projects in the form of BCC contracts.

Customers submit the dossier for the Investment Registration Certificate to establish 100% foreign capital company at these following agencies:

         The Investment Registration Office: If the company is located in an industrial zone, it is the Industrial Zones Authority. If the company is located outside the industrial zone, it is the Investment Department – the Department of Planning and Investment of the province.

Time to issue the Investment Registration Certificate to establish 100% foreign capital company:

• For investment projects not subject to an investment policy decision: 15 – 20 working days from the date of receipt of a complete application.
• For investment projects subject to an investment policy decision: 05 – 10 working days from the date of receipt of the decision on investment policy.

Step 03: Establish the enterprise and Grant the Business Registration Certificate for 100% FDI enterprise in Vietnam.

After obtaining the Investment Registration Certificate, investors need to prepare documents to set up the enterprise.

Limited liability company with 100% foreign capital establishment dossier includes:

• Application for business registration;
• Company charter;
• List of Members;
• Copy of the following documents: Citizen identity cards, identity cards, passports, or other lawful personal identification of members as individuals; Establishment decision, Enterprise Registration Certificate or another equivalent document of the organization and the authorization document; Citenzen identity card, identity card, passport or other lawful personal identification of the authorized representative of a member being an organization;
• For members being foreign organizations, the copy of the enterprise registration certificate or equivalent document must be consular legalized;
• Investment Registration Certificate for foreign investors by the Law on Investment.

Join-stock company with 100% foreign capital establishment dossier includes:

• Application for business registration;
• Company charter;
• List of founding shareholders and shareholders being foreign investors (list of authorized representatives if any);
• Copy of the following documents: Citenzen identity cards, identity cards, passports, or other lawful personal identification of members as individuals; Establishment decision, Enterprise Registration Certificate or another equivalent document of the organization and the authorization document; Citenzen identity card, identity card, passport or other lawful personal identification of the authorized representative of a member being an organization;
• For members being foreign organizations, the copy of the enterprise registration certificate or equivalent document must be consular legalized;
• Investment Registration Certificate for foreign investors by the Law on Investment.

Customers submit the above dossier at

The Business Registration Agency – The Department of Planning and Investment of the Province

Processing time to grant the Business Registration Certificate for 100% foreign capital company

05 working days from the date of receiving a complete and valid dossier.

Step 04: Publish the announcement of 100% foreign capital company establishment.

Enterprises, after being granted enterprise registration certificates, must publicly announce on the National Business Registration Portal according to the order and procedures and pay fees according to regulations.

The content to be published includes the contents of the Enterprise Registration Certificate and the following information:

• Business lines;
• List of founding shareholders and shareholders being foreign investors for joint-stock companies.

Implementing agency: Announcement publishing unit of The department of business registration.

Step 05: Engrave the 100% foreign capital company’s seal.

After obtaining the Enterprise Registration Certificate and having published the enterprise establishment announcement. The enterprise must carry out the seal engraving at one of the licensed seal engraving units. Enterprises may decide by themselves on the number and form of seals within the permitted scope of the law.

According to the provisions of the Law on Enterprises 2020, enterprises engrave their seal and also are responsible for use of the company. Therefore, enterprises do not have to publish the seal sample announcement as before. This is a new point of the Law on Enterprises 2020 but it is also a concern of many enterprises in the issue of self-management and use without supervision from the competent state of agencies. 

Customers wishing to set up a company with 100% foreign capital in Vietnam, please contact Viet An Law for the fastest support!