Investors who intend to invest in Vietnam pay much attention on 100% foreign owned limited liability company (often called as LLC). This is a common legal enterprise form providing its owners with limited liability. Since the day the Law on Investment 2014 and the Law on Enterprise 2014 of Vietnam took effects, it is recorded that many 100% foreign owned LLC have been established in Vietnam as these regulations paved a simpler way for foreign investors.
With many experiences in the field of foreign investment, Viet An Law Firm is proudly to provide legal services relating to establishment of 100% foreign owned LLC. To give our clients a hand and share some knowledge, we collect and provide some regulations. Please take a closer look at the Q&A below:
Q: What is an LLC, according to the law of Vietnam?
A: A limited liability company is an enterprise form providing the owner(s) limited liability. To be clearer, the owner(s) are liable for debts and other liabilities of the enterprise up to the value of capital they contribute to the enterprise.
There are two forms of LLC:
Q: How can foreign investors establish a 100% foreign LLC?
A: According to the law of Vietnam, foreign investors can establish a 100% foreign owned LLC, but not in all business sectors. They can own up to 100% capital of an enterprise, except for these cases:
There are maximum 03 certificates need to be issued from the beginning to the moment when a 100% LLC can be run:
Q: What are the steps for each certificate?
A: We focus on two compulsory certificates:
The Certificate of Investment Registration:
Under the Law on Investment 2014, some investment projects are subjected to a decision on investment policy granted by the People’s Committee of Province while some do not. No matter what, the result is the same (The Certificate of Investment Registration) but there are some differences in the process and the duration.
| A decision on investment policy is required | A decision on investment policy is not required | |
| What to do | Register investment policy with the People’s Committee of Province | Claim for the Certificate of Investment Registration |
| Dossier 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), 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.
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| Submit the dossier at | The investment registry office | |
| Duration | 30 – 45 working days | 15 – 20 working days |
| The process | The investment registry office receives the dossierSends it to relating state-authorized agencies to examine the project
The investment registry collects suggestions and advice of state-authorized agencies Sends the dossier and these suggestions and advice to the People’s Committee of Province The People’s Committee of Province approve or refuse If approved, the investment registry office shall issue the certificate |
The investment registry office receives the dossierExamine and approve or refuse to issue the certificate
If approved, the investment registry office shall issue the certificate |
The Certificate of Business Registration:
The next thing is establishing the company.
A dossier for establishing the company includes:
Submit the dossier at: the business registry office.
Duration: 05 working days from the date of receipt.
The sub-license:
It depends on each business sector. If there is an obligation to get it before actually running the company, investors shall have to submit a dossier to specific state-agencies. When clients provide Viet An Law Firm details information, we could check it out and give advice.
Q: What are the after-establishment-procedures?
A: After being established, to avoid troubles with state-authorized agencies, the company should:
Q: Are there any thing foreign investors should know?
A: Many foreign investors are confused about some regulations in Vietnam. Let Viet An Law Firm help you:
| Money of investor(s) Investment capital account Company’s bank account Profits Investment capital account Investor(s)’s bank account |
Legal services at Viet An Law Firm:
Do not let legal issues trouble you! For more information, please feel free to contact Viet An Law Firm, we are willing to listen and communicate!
