In the context of economic integration, Vietnam is one of the most active countries in participating in and negotiating multilateral and bilateral free trade agreements. The benefit of signing and joining these free trade agreements is that the economy is increasingly open, removing barriers for businesses, traders and especially opportunities to attract investment capital foreign investment in Vietnam. The establishment of a foreign company in Vietnam has no longer become strange and difficult for foreign enterprises who intend to invest in Vietnam. Therefore, the laws governing the establishment of foreign companies in Vietnam will include free trade agreements that Vietnam has signed and the domestic laws of Vietnam. Article below of Viet An Law Firm will get the basic guide to foreign enterprises can practice to establish limited company have foreign investment capital.
Legal basis for the establishment of a foreign-invested limited company in Vietnam
- WTO commitments, multilateral and bilateral free trade agreements between Vietnam and different nationals;
- The Law on Investment 2020 and implementation guidelines;
- The Law on Enterprises 2020 and implementation guidelines;
- Specialized legal documents related to the sector of investment.
Determine the condition to foreign investors can invest in Vietnam
- Determining the investor’s nationality and considering if the investor is a citizen from countries with which Vietnam has signed international treaties, which will bring investment incentives to investors;
- Determining the sector of investment in which the investor intends to establish a limited company. Depending on the industry, the new investor can establish a enterprise or enter into a joint venture with a Vietnamese enterprise. For example, for advertising services, foreign investors must enter into a joint venture with a Vietnamese enterprise or through a business cooperation contract (BCC) to provide services in Vietnam.
- Obtaining the Investment Regítration Certificate or Approval of investment policy of the Provincial People’s Committee, National Assembly, Prime Minister
Documents that foreign investors need to prepare to establish a foreign-invested limited company in Vietnam
Investors with demand for implementing an investment project need to prepare dossier components, general documents, regardless of their authority to issue an investment policy decision. General dossier components include:
| No. | Document’s title | Quantity | Notarize in foreign country | Request for consular legalization | Implement in Vietnam |
| 1 |
|
02 | Yes | Yes
|
Translate into Vietnamese, Notarize. |
| 2 | Audited financial statements for the last 2 years of the investor; or the parent company’s commitment to financial support; or commitment to financial support from a financial institution; or guarantee the financial capacity of the investor; or Confirm the investor’s bank account balance corresponding to the expected investment capital in Vietnam. | 01 | Yes | No | Translate into Vietnamese, Notarize. |
| 3 | Passport/ ID card natorized of the legal representative of the company in Vietnam | 02 | Yes | Yes | Translate into Vietnamese, Notarize. |
| 4 | Head office lease contract, Documents proving the lessor’s right to lease in Vietnam (Certificate of land use right, Construction permit, Enterprise Registration Certificate with real estate business function of the lessor or equivalent documents) | 01 | Notarize | ||
| 5 | In case of legal entity, please provide additional information:
Passport of the legal representative of investor. |
01 | Yes | Yes | Translate into Vietnamese, Notarize. |
Additionally, the following documents are also available:
- Application for Enterprise Registration Certificate;
- Company’s charter;
- List of company members for limited companies with mutiple-members;
- ID card/ passport of member’s limited companies.
- Investment Registration Certificate;
- Enterprise Registration Certificate with institutional members, attached with personal identification document, authorization decision of the authorized representative of the organization;
- Decision on capital contribution of institutional members;
- Other documents in special cases;
- Power of Attorney for Viet An Law Firm to establish a business
Service of setting up a limited company with foreign investment in Vietnam of Viet An Law Firm
- Consulting and supporting investors to find, rent offices, factories, and lease land with competent state agencies in Vietnam;
- Consulting and supporting customers on conditions related to business lines that investors want to invest in.
- Drafting and preparing documents for investors;
- Working on behalf of investors with state agencies.
- Get customer profile results.
- Consulting and supporting investors with procedures for land, site clearance, factory construction, construction permits, environmental impact assessment, fire prevention and fighting permits, and qualified permits business.
- Comprehensive consulting on the provisions of labor law, tax, finance, foreign currency transfer, capital contribution…
Viet An Law supports and advises clients on activities after setting up a company in Vietnam as well as after the procedure for granting an Investment Registration Certificate. Kindly contact to us for further information and gat the best advisory for investment in Vietnam market.
