Guide to establish a Polish invested company in Vietnam

The cooperation between Vietnam and Poland has witnessed significant progress in recent years, constantly strengthening and expanding in many fields. With mutual advantages, the two countries have been creating potential cooperation opportunities. Vietnam, with its vibrant domestic consumer market, young and dynamic workforce and attractive investment incentives, has become an ideal investment destination for Polish businesses. Meanwhile, Poland, with its modern agriculture, developed pharmaceutical industry and advanced information technology sector,  bringing Vietnam new technologies, high-quality products and effective management experiences. However, many investors still do not know the procedures for establishing a Polish-invested company to operate in Vietnam, Viet An Law would like to guide customers through the article below.

Polish investors apply for investment certificates 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

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.

Polish investor applies for a business registration certificate in Vietnam

Dossier of application for registration certificate of Polish capital 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 Polish investor’s investment registration certificate has been completed above.

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

Duration: 03 – 06 working days.

Polish investors carry out post-establishment procedures to conduct business activities in Vietnam

Engraving the legal entity seal after having a tax identification number

After the business has a tax identification number, engraving the legal entity seal is an important step to complete the establishment procedure. The legal entity seal is an official identification sign of the business, used in transactions and legal documents.

Making company signs hanging at the head office

Hanging company signs at the head office is an important step to affirm the existence and image of the business. However, to ensure compliance with legal regulations and make a good impression, you need to pay attention to the legal regulations on signboards:

• Location: Signboards must only be placed close to the gate or front of the head office or place of business.
• Dimension:
• Content: The signboard must clearly state the name of the enterprise, the address of the company’s head office, tax identification number, contact phone number and sub-license number if any.

Opening an account with 100% Polish investment capital in Vietnam and contributing 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.

Some frequently asked questions when setting up a Polish-invested company in Vietnam

In addition to the above procedures, do we have to carry out any other procedures to conduct business activities?

– Customers need to apply for sub-licenses for conditional business lines and licenses related to investment projects, if any, such as:

• Sub-license: For conditional business lines (e.g. trading in alcohol, tobacco, chemicals).
• Environmental license: For production activities that may have an impact on the environment.
• Food safety license: For food production and trading establishments.

– What taxes do we need to pay?

When establishing and operating a business in Vietnam, Polish invested companies will be subject to certain taxes Here are some common taxes that these businesses usually have to pay:

• Corporate income tax (CIT):
  • Hit: Profit of the business after deducting reasonable expenses.
  • Tax declaration and payment: Every year, enterprises must declare and pay CIT.
• Value Added Tax (VAT):
  • Hit: Added value of goods and services provided.
  • Tax rate: Depends on the type of goods, services and customers.
  • Tax declaration and payment: Monthly or quarterly, businesses must declare and pay VAT.
• License tax:
  • Hit: Business activities of the enterprise.
  • Tax rate: Depending on the registered charter capital and the number of affiliated units of the enterprise.
  • Tax declaration and payment.
• Natural resource tax (if any):
  • Hit: The exploitation and use of natural resources.
  • Tax rate: Depends on the type of resource and the volume of mining.
• Environmental protection tax (if any):
  • Hit: Activities that pollute the environment.
  • Tax rate: Depends on the level of pollution.
• Import and export taxes (if any):
  • Hit: Exports and imports.
  • Tax rate: Depends on the type of goods and the tax policy of the state.