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Establish foreign enterprise in Vietnam

Apply to new establishment of foreign-invested enterprises not subject to the case of applying for investment policy approval

Procedures for establishing foreign-invested companies in 2020 continue to be applied on the basis provisions of Law on Investment 2014 and Law on Enterprise 2014 and relevant guiding documents.

Steps to follow procedures for establishing a foreign-invested company:

  1. Applying for an investment registration certificate
  2. Applying for an enterprise registration certificate,
  3. Applying for a business license for a company that sells goods directly to consumers, a license to set up a retail outlet or a specialized license of the Ministry in specific fields of operation such as: Training, Travel, Auditing, Legal, Health ….

Other cases:

Establish foreign-invested companies according to the Plan of establishment of Vietnamese capital companies then transfer capital to foreign investors. (Refer to the article:https://luatvietan.vn/nha-dau-tu-nuoc-ngoai-gop-von-vao-cong-ty-viet-nam.html)

Customers when establishing a foreign-invested company in Vietnam in 2019 need to prepare this dossiers:

For individual investors (by one foreign individual or foreign individuals who contribute capital to establish a company in Vietnam).

  • Copies of Citizen identity card, identity card or passport (Notarized copy, consular legalization at overseas Vietnamese diplomatic missions – including passport book);
  • Confirmation of the investor’s bank account balance corresponding to the investment capital expected to be invested in Vietnam (If the confirmation is made by foreign bank, it is required to provide notarized or legalized copies at Vietnamese diplomatic missions located in the host country);
  • Office lease agreement, Proof of lessor’s right (Certificates of land use rights, Construction permit, Business registration certificate with the function of real estate business of the lessor or equivalent documents).

For institutional investors (capital contributed and invested to establish company in Vietnam by companies headquartered in foreign countries).

  • Copies of the Establishment Certificate or other equivalent documents certifying the legal status of the investor (Notarized copy, consular legalization at Vietnamese diplomatic missions located in host country) ;
  • 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; Confirmation of the investor’s bank account balance corresponding to the investment capital expected to be invested in Vietnam (If the confirmation is made by foreign bank, it is required to provide notarized or legalized copies at Vietnamese diplomatic missions located in the host country);
  • Notarized passport of the legal representative of the company in foreign countries (Notarized copy with consular legalization at Vietnamese diplomatic missions located in the host country);
  • Notarized passport of the director – the legal representative of the company in Vietnam (If the repersentative is a foreigner, document required is a notarized copy with consular legalization at Vietnamese diplomatic missions located in the host country);
  • Office lease agreement, proof of the lessor’s right (Certificate of land use rights, Construction permit, Business registration certificate with the function of real estate business of the lessor or equivalent documents).
  • If the project uses technology, it must be attached with an Explanation of technology use for the project, which contains the following contents: technology name, technology origin, technology process diagram; main specifications, use status of main machines, equipment and technology lines;

Step 1: Apply for an Investment Certificate to establish a foreign-invested company, including:

Dossier of application for investment certificate

  • The proposal to implement the investment project;
  • Copies of citizen identity card, identity card or passport for individual investors; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
  • Proposal of 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 for labor, 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 demonstrate the financial capacity of the investor;
  • Proposal of land use demand; In case the project does not request the Government to allocate, lease land or permit the change of land use purpose, submit a copy of the location-leasing agreement or other documents certifying that the investor has the right to use the location for implementing investment projects;
  • Explanation on technology use for investment projects using technology on the List of technologies restricted from transfer under the law on technology transfer, including: technology name, technology origin, technology process diagram; main specifications, use status of main machines, equipment and technology lines;

Competence to grant investment certificates to establish foreign-invested companies

  • Department of Planning and Investment receives and issues Investment Registration Certificate for the following investment projects:
  • Investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones;
  • Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks and investment projects in industrial parks, export processing zones and hi-tech parks in localities where management boards of industrial parks, export processing zones and high-tech zones have not yet been established.
  • Management boards of industrial parks, export processing zones, hi-tech parks and economic zones receive, issue, adjust and revoke Investment Registration Certificates for investment projects in industrial parks, export processing zones, hi-tech parks and economic zones, including:
  • Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks;
  • Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.
  • Department of Planning and Investment where the investor locates or intends to locate its head office or executive office to implement an investment project to receives, issues, adjusts and revokes an investment registration certificate for the following investment projects:
  • Investment projects implemented in many provinces and cities under (the jurisdiction of) central government;
  • Investment projects implemented simultaneously inside and outside industrial parks, export processing zones, hi-tech parks and economic zones.

Step 2: Apply for a Enterprise Registration Certificate

Dossiers and procedures for granting Enterprise Registration Certificates are similar to those of Vietnamese capital enterprises (Refer to the article:https://luatvietan.vn/tu-van-thanh-lap-doanh-nghiep)

Step 3: Apply for business licenses for a number of conditional business lines:

In the case of  the Company retails goods or establish a retail outlet of goods: (Refer to article: https://luatvietan.vn/cap-giay-phep-kinh-doanh-cua-doanh-nghiep-co-von-dau-tu-nuoc-ngoai.html; https://luatvietan.vn/cap-giay-phep-lap-co-ban-le-cho-cong-ty-co-von-dau-tu-nuoc-ngoai.html,

https://luatvietan.vn/thu-tuc-cap-giay-phep-kinh-doanh-dong-thoi-voi-giay-phep-lap-co-ban-le.html)

According to Decree 09/2018/ND-CP stipulating goods trading and activities directly related to the sale and purchase of goods by foreign investors and economic organizations with foreign-invested capital in Vietnam:

Retailing is the sale of goods to other individuals, households and organizations for consumption.

Investors are not required to apply for business licenses for the export, import of goods, wholesale goods (not belong to the following categories: oils, lubricants; rice; sugar; recorded items; books, newspapers and magazines).

Investors shall apply to issuing business licenses when retailing goods and setting up goods retail outlets.

In case the company conducts international travel business (inbound): Refer to the article https://luatvietan.vn/giay-phep-kinh-doanh-lu-hanh-quoc-te

Foreign investors are only permitted to conduct international travel business within the scope of bringing foreign tourists into Vietnam (inbound)

 

In case the company conducts business training foreign languages: Refer to article https://luatvietan.vn/dieu-kien-thanh-lap-va-hoat-dong-cua-trung-tam-ngoai-ngu.html

Investors seek the approval of the Department of Education and Training in the process of issuing Investment Registration Certificates.

Before going into operation, the enterprise need to apply for a License of operation of the foreign language training center at the Department of Education and Training.

Service of establishing foreign-invested companies of Viet An Law:

  • Consulting on conditions for establishment of foreign-invested companies: capital contribution proportion of foreign investors in Vietnam; business conditions of the trades; project location; note the pre- and post-establishment procedures for foreign-invested companies;
  • Consulting on selecting the suitable type of company for investors: Limited Liability Company or Joint Stock Company;
  • Consulting on opening capital transfer account, time of capital contribution;
  • Consulting and guiding investors to prepare necessary documents to set up foreign-invested companies;
  • Consulting, drafting documents to set up companies for investors;
  • Authorized representative on behalf of investors to work with Vietnamese competent agencies in the process of carrying out procedures for establishing companies for investors (Applying for investment registration certificate, enterprise registration certificate, business license, license according to specialized requirements, making legal seal, announcing seal sample and procedures after establishing a company,…;

Providing a comprehensive and regular consultancy, accounting services, consulting package on tax regulations for activities arising during the process of doing business in Vietnam of investors.

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