Tiếng Việt English
09 33 11 33 66 - info@vietanlaw.com

Establish foreign enterprise in Vietnam

Procedures for establishment of 100% FDI enterprise enacted from July 1st 2015

The Law on Investment 2014 which is effective from July 1st 2015 contains a lot of new regulations in comparison with the Law on Investment 2005. One of them is the procedures for establishment of 100% FDI enterprise in Vietnam.

Regulated entities of the procedures for establishment of 100% FDI enterprise

Foreign investors who have the obligation to perform the procedures for the Certificate of Investment Registration when establishing 100% FDI enterprise:

  1. Investment project of foreign investors;
  2. In the following cases, foreign-invested business organizations in Vietnam which are granted the Certificate of Investment Registration continue to establish business organizations; contribute capital, buy shares, buy capital contribution of business organizations; sign business cooperation contract shall perform the procedures for the Certificate of Investment Registration:
  • 51% of charter capital or more is held by foreign investors or the majority of the general partners are foreigners if the business organization is a partnership;
  • 51% of charter capital or more is held by business organizations as mentioned above;
  • 51% of charter capital or more is held by investors or business organizations mentioned above.

Foreign investors who do not have the obligation to perform the procedures for the Certificate of Investment Registration when establishing 100% FDI enterprise:

In the following cases, foreign-invested business organizations in Vietnam which are granted the Certificate of Investment Registration continue to establish business organizations; contribute capital, buy shares, buy capital contribution of business organizations; sign business cooperation contract do not have to perform the procedures for the Certificate of Investment Registration:

  • Less than 51% of charter capital is held by foreign investors or the minority of the general partners are foreigners if the business organization is a partnership;
  • Less than 51% of charter capital is held by business organizations as mentioned above;
  • Less than 51% of charter capital is held by investors or business organizations mentioned above.

For foreign-invested enterprises which were established before July 1st 2015:

If foreign-invested enterprises, which were established in Vietnam, have new investment projects, shall be able to execute these projects without establishing new business organizations.

Procedures for issuing the Certificate of Investment Registration:

If the project is subject to issuance of a decision on investment policies, the registry office shall issue the Certificate of Investment Registration to the investor within 05 working days from the receipt of the decision on investment policies.

If the project is not subject to issuance of a decision on investment policies, investors shall perform procedures for issuing the Certificate of Investment Registration as follows:

  1. The process:

Before performing the procedures for issuing the Certificate of Investment Registration, investors have to post investment project’s information on the National foreign investment database system. Within 15 days from that, investors submit dossier for issuing the Certificate of Investment Registration to the registry office.

After the registry office received dossier, investors shall be granted an account to access the National foreign investment database system and supervise the dossier handling process.

The registry office uses the National foreign investment database system to receive and handle with dossiers, return results to investors, update handling process and issue codes of investment projects.

  1. Dossier submitted to the registry office includes:
  • A written request for permission for investment project execution;
  • If investor is an individual: a copy of ID card or passport;

If investor is an organization: a copy of the Certificate of establishment or equivalent paper which can certify the legal status;

  • Investment proposal, which specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, request for investment incentives, assessment of socio-economic effects of the project;
  • Copies of any of the following documents:
  • Financial statement of the last two years of the investor;
  • Financial support commitment of the parent company;
  • Financial support commitment of a financial institution;
  • Guarantee for investor’s financial capacity;
  • Description of investor’s financial capacity.
  • Demand for land use: if the project does not use land allocated or leased out or permitted to change land purposes by the State, a copy of the lease agreement or other documents certifying the investor has the right to use that location to execute the project;
  • For the project use technologies on the List of technologies restricted from transfer: Explanation of application of technologies, which specifies: names of technologies, origins, technology-process diagram, primary specifications, conditions of machinery, equipment and primary technology line;
  • For the project executed under the Business Cooperation Contract: the Business Cooperation Contract.
  1. Duration:

Within 15 days from the receipt of the valid dossier, the registry office shall issue the Certificate of Investment Registration. In case the registry office refuse to do so, a written respond with explanation shall be issued.

  1. Contents of the Certificate of Investment Registration:
  • The project’s code.
  • Investor’s name and address.
  • The project’s name.
  • The project’s location and area.
  • The project’s scale and objectives.
  • Investment capital of the project (including investor’s capital and raised capital), capital contribution and capital raising schedule.
  • Duration of the project.
  • Project execution schedule: schedule of infrastructural development and inauguration (if any); schedule of achievements of primary targets and items; targets, duration, and operations of each stage (if the project is divided into multiple stages);
  • Investment incentives, support and conditions (if any).
  • Conditions applied to investors (if any).
  1. Competence to issue the Certificate of Investment Registration:

The Department of Planning and Investment shall receive, issue, adjust and revoke the Certificate of Investment Registration of the following investment projects:

  • Investment projects executed outside industrial parks, export-processing zones, hi-tech zones, economic zones.
  • Investment projects executed inside industrial parks, export-processing zones, hi-tech zones, economic zones but management board has not been established.

Management boards of industrial parks, export-processing zones, hi-tech zones, economic zones shall receive, issue, adjust and revoke the Certificate of Investment Registration of the following projects:

  • Investment projects executed inside industrial parks, export-processing zones, hi-tech zones, economic zones.
  • Investment projects of infrastructure development executed inside industrial parks, export-processing zones, hi-tech zones.

The Department of Planning and Investment of the province where investors intend to place their head-office or operating office to execute the investment project shall receive, issue, adjust and revoke the Certificate of Investment Registration of the following projects:

  • Investment projects which spread over provinces or municipalities.
  • Investment projects executed both inside and outside industrial parks, export-processing zones, hi-tech zones, economic zones.

Procedures for establishing business organization after granting the Certificate of Investment Registration:

Investors shall perform the procedures for issuing the Certificate of Business Registration, engraving enterprise’s seal sample, informing seal sample usage complying with the Law on Enterprise 2014.

 

Establishment of foreign-invested enterprises services at Viet An Law Firm:

  • Consult about conditions of business lines for foreign-invested enterprise in Vietnam;
  • Consult about conditions of application of WTO Commitments, bilateral agreements between Vietnam and investor’s country on capital ratio of foreign investors;
  • Consult about suitable enterprise formality for investors: limited liability company or joint-stock company;
  • Consult about conditions of project location registration, head-office’s address, capital, business lines, open investment account, duration of capital contribution;
  • Consult about conditions and guide investors in preparing necessary documents, dossiers in Vietnam and overseas to establish foreign enterprise in Vietnam;
  • Consult about and draft documents for establishing enterprise;
  • Represent for investors to work with State-authorized agencies during the process of establishing enterprise (requiring the Certificate of Investment Registration, the Certificate of Business Registration, the Business License (if any), engraving enterprise’s seal sample, announcing the seal sample, performing relevant procedures after establishing enterprise…);
  • Consult regularly about and provide accounting services;
  • Consult about labor law, insurance law and relevant duties which may incurred during the process of business practices.

Foreign investors who plan to establish foreign enterprises in Vietnam, please feel free to contact Viet An Law Firm to get legal advice and to be supported during the process!

Viet An Law Firm - Vietnam Law

VietAn Law
  • Hanoi Head-office
  • #3rd Floor, 125 Hoang Ngan, Hoang Ngan Plaza, Trung Hoa, Cau Giay, Hanoi, Vietnam
  • info@vietanlaw.com
  • skype chat
VietAn Law

Ho Chi Minh city office

  • Room 04.68, 4th Floor, River Gate Residence, 151 – 155 Ben Van Don Street, District 4, HCM, Viet Nam
  • hcm@vietanlaw.com
  • skype chat