Establish a Dutch invested company in Vietnam

The Netherlands is one of Vietnam’s important European investment partners, with a total direct investment capital of up to billions of euros. Dutch businesses have established many factories, farms and energy projects in Vietnam, focusing mainly on the fields of high-tech agriculture, food, logistics and renewable energy. Thanks to Dutch investment, Vietnam has improved agricultural productivity, diversified export products and contributed to environmental protection. The presence of Dutch businesses in Vietnam has contributed to creating a diverse picture of foreign investment. From world-famous beer brands such as Heineken, large dairy corporations such as FrieslandCampina, to multinational energy companies such as Shell, or banks such as ING Bank, all have chosen Vietnam as an attractive investment destination. This diversity shows the great potential of the Vietnamese market and the confidence of Dutch investors in the Vietnamese economy. Viet An Law would like to guide customers through the preliminary procedures for establishing a Dutch invested company in Vietnam through the article below.

Why do Dutch investors choose Vietnam to invest?

• Attractive investment environment:
  • Open policy: Vietnam has a very clear and transparent foreign investment policy, creating favorable conditions for investors.
  • Trade agreements: Free trade agreements such as the EVFTA have opened up many new opportunities for Dutch businesses when investing in Vietnam.
  • Abundant workforce: Vietnam has a young, dynamic workforce and competitive labor costs.
  • Large domestic market: With a large population and increasing consumer demand, Vietnam is an attractive market for many business sectors.
• Vietnam’s competitive advantage
  • Favorable geographical location: Vietnam is located in the center of Southeast Asia, which is convenient for trade and export.
  • Infrastructure is increasingly improved: The transportation system, seaports, and airports are increasingly modern, creating favorable conditions for production and business activities.
  • Participation in global value chains: Vietnam is actively participating in global value chains, creating opportunities for Dutch businesses to connect and expand the market.
• Strengths of the Netherlands:
  • High Technology: The Netherlands is famous for its high technology, especially in the fields of agriculture, energy, and logistics.
  • Management experience: Dutch businesses have experience in managing businesses effectively and sustainably.
  • Extensive network: The Netherlands has an extensive network of contacts around the world, making it easy for Dutch businesses to access the international market.

The process of establishing a 100% Dutch company in Vietnam

Step 1: Apply for an investment certificate;

Step 2: Register to establish a company with 100% Dutch capital in Vietnam;

Step 3: Proceed to engrave the legal entity’s seal when it has a tax identification number;

Step 4: Open an investment capital account and contribute capital;

After completing the capital contribution procedure, business activities can be carried out. Note that it may be necessary to apply for sub-licenses for conditional business investment lines

Apply for an investment certificate to establish a 100% Dutch company in Vietnam

Dossier of application for an investment certificate

• Written request for implementation of the investment project;
• An investment project proposal includes the following contents: the investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, etc socio-economic efficiency of the project;
• Dossier proving the company’s head office: Lease contract, Notarized copy of real estate documents of the lessor: Land use right certificate, Construction permit; if the lessor is a company: It is necessary to provide a copy of the enterprise registration certificate with the function of real estate business;
• Confirmation of account balance corresponding to the capital intended to establish an FDI company is consular legalized and notarized

Depending on whether the investor is an individual or a legal entity, it will be necessary to provide the following additional documents:

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue an Investment Registration Certificate to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.

Registration of establishment of a 100% Dutch company in Vietnam

Dossier of application for a certificate of registration of a Dutch-owned enterprise

• Application for enterprise registration;
• Charter of the enterprise;
• List of members of a limited liability company with two or more members or a list of general partners;
• A notarized copy of the identity card or valid passport of the individual member; a notarized copy of the enterprise registration certificate of the member being an organization; a notarized copy of the valid identity card or passport of the legal representative of that organization;
• The investment registration certificate of the Dutch investor has been completed above.

Place of application: Department of Planning and Investment where the enterprise is headquartered.

Duration: 03 – 06 working days.

Open an account with 100% Dutch investment capital in Vietnam and contribute capital

Preparation of dossiers for opening investment capital accounts includes:

• Enterprise establishment license or investment registration certificate.
• Investor’s identity document (passport, visa).
• Documents proving the legal origin of the investment capital.

Place to apply: Submit the application at the selected bank.

The bank will conduct the appraisal of the dossier and open an investment capital account for the investor.

After having an investment capital account, the company with Thai capital contributed capital. Note that enterprises need to fully contribute the registered capital within 90 days from the date of issuance of the business registration certificate.

• Money transfer: Investors transfer money from an overseas account to an investment capital account opened in Vietnam.
• Confirmation: The bank will confirm the transfer of capital contribution.