Establishment of Chinese capital company in Hanoi

In the context of increasingly deep international economic integration, Vietnam – especially the capital Hanoi – is becoming an attractive destination for foreign investors, including China. With its strategic location, open market access policy, and increasingly improved business environment, Hanoi offers many opportunities for Chinese enterprises to expand their operations, exploit the market, and connect with the region. What legal procedures should be noted for the establishment of Chinese capital company in Hanoi? In the following article, Viet An Law will advise and answer questions for clients.

The situation of attracting Chinese investors in Hanoi

Hanoi has always affirmed its leading position in attracting and using foreign investment capital thanks to its constantly improving investment and business environment, increasingly open legal procedures, and the unique advantages of the capital.

Hanoi is also an attractive destination for investors from many countries and territories in the region and around the world, including investors from China.

• According to statistics, from 1986 to 2023, the cumulative FDI capital attraction from China to Hanoi reached over 11.3 billion USD, including 693 newly licensed projects in effect with a total newly registered capital of 415.5 million USD; 107 projects increased capital with an additional registered capital of 135.7 million USD; 822 capital contributions and share purchases with a capital contribution value of 10.7 billion USD.
• China ranks second among the countries investing heavily in Hanoi. In the first 10 months of 2023 alone, Hanoi attracted 29.6 million USD in foreign investment capital from China.
• For Yunnan province, since 2004, Hanoi City and Yunnan province have signed a Memorandum of Understanding on enhancing cooperation in the fields of investment, trade and tourism.
• In particular, implementing the cooperation policy of the two governments on building “Two corridors, one economic belt” in 2004, Hanoi City and 4 provinces and cities including Lao Cai, Hanoi, Hai Phong, Quang Ninh and Yunnan (China) have cooperated to organize the 5-province economic corridor conference in turn to exchange and promote cooperation in the fields of economy – trade, transportation, culture, education, tourism, health, etc.

Basic steps to establish a Chinese-invested company in Hanoi

• Step 1: Apply for an investment registration certificate (IRC);
• Step 2: Apply for an enterprise registration certificate (ERC);
• Step 3: Carry out procedures after establishing the business.

Conditions for establishing a Chinese invested company in Hanoi

To establish a foreign invested company, the following conditions must be met:

• Foreign investors must satisfy the market access conditions for foreign investors as prescribed in Article 9 of the Investment Law 2020;
• Foreign investors must have an investment project and have completed the procedures for granting and adjusting investment registration certificates; except for the establishment of innovative start-up small and medium enterprises and innovative start-up investment funds in accordance with the provisions of law on support for small and medium enterprises;
• The investment project is not in a prohibited business or investment sector; there is a location to implement the investment project;
• Ensure national defense and security;
• Satisfy the conditions for receiving land use rights, land use conditions in islands, border communes, wards and towns, coastal communes, wards and towns;

Accordingly, a Chinese-invested company in Hanoi must apply for an Investment Registration Certificate if it falls into one of the cases specified in Clause 1, Article 23 of the 2020 Investment Law:

1. Having a foreign investor holding more than 50% of the charter capital or having the majority of general partners being foreign individuals for economic organizations that are general partnerships;
2. There is an economic organization specified in case (1) holding more than 50% of the charter capital;
3. There are foreign investors and economic organizations specified in case (1) holding more than 50% of charter capital.

Procedures for establishing a Chinese-invested company in Hanoi

Apply for Investment Registration Certificate (IRC)

Authority

According to Article 39 of the Investment Law 2020, the authority to grant Investment Registration Certificates in Hanoi is as follows:

• Hanoi Industrial and Export Processing Zones Authority (HIZA): issues Investment Registration Certificates for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.
• Hanoi Department of Finance (formerly Department of Planning and Investment): issues Investment Registration Certificates for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.

Profile components

According to Article 36 of Decree 31/2021/ND-CP, the investor shall submit 01 set of documents requesting the issuance of an Investment Registration Certificate, including the contents specified in Clause 1, Article 33 of the Investment Law 2020, specifically:

• Document requesting to implement the investment project, including commitment to bear all costs and risks if the project is not approved;
• Documents on legal status of the investor;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the investor for the last 2 years; financial support commitment of the parent company; financial support commitment of a financial institution; guarantee of the financial capacity of the investor; other documents proving the financial capacity of the investor;
• Investment project proposal;
• In case the investment project does not request the State to allocate land, lease land, or allow change of land use purpose, it must submit a copy of the land use rights document or other document determining the right to use the location to implement the investment project;
• Explanation of technology used in investment projects for projects subject to technology appraisal and consultation according to regulations of law on technology transfer;
• BCC contract for investment projects in the form of BCC contract;
• Other documents related to the investment project, requirements on conditions and capacity of investors according to the provisions of law (if any).

Time limit for settlement

The investment registration authority shall issue an Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid dossier when the project meets the following conditions:

• Not in the prohibited business investment industry;
• The location for implementing the investment project is determined based on a valid copy of the land use rights document, or a valid copy of the location lease agreement, or other documents or papers determining the right to use the location to implement the investment project;
• Investment projects following planning;
• Meet the conditions on investment rate per land area prescribed by the Provincial People’s Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People’s Council (if any), and the number of employees (if any);
• Meet market access conditions for foreign investors.

Apply for the Enterprise Registration Certificate (ERC)

Authority

According to Article 20 of Decree 168/2025/ND-CP, new regulations on provincial-level business registration agencies are as follows:

• Hanoi Industrial and Export Processing Zones Authority (HIZA): grants business registration to enterprises located in high-tech zones;
• Business Registration and Corporate Finance Department under Hanoi Department of Finance: issues Business Registration Certificates to enterprises located in provinces and cities under its management.

Profile components

Business registration dossiers, depending on the type of private enterprise, partnership, limited liability company, and joint stock company are stipulated in Articles 19, 20, 21, and 22 of the Enterprise Law 2020, amended and supplemented in 2025, which mainly include:

• Business registration application.
• Company charter.
• List of members/ List of founding shareholders; Lst of shareholders who are foreign investors; List of beneficial owners of the enterprise (if any).
• Personal legal documents for private business owners/personal legal documents for members
• Legal documents of individuals for members who are individuals and legal representatives; Legal documents of organizations for members who are organizations and documents appointing authorized representatives; Legal documents of individuals for authorized representatives of members who are organizations. For members who are foreign organizations, copies of legal documents of the organization must be consularized;
• Certificate of investment registration for foreign investors as prescribed by the Investment Law.
• Power of Attorney;

Time limit for settlement

• Within 03 working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for reviewing the validity of the dossier and issuing a new Business Registration Certificate.
• In case the dossier is invalid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and the reasons must be clearly stated.

Carry out procedures after establishing a business

• Open an investment capital account and make capital contributions;
• Contribute capital fully and on time;
• Issue electronic invoices;
• Declare and pay taxes as prescribed;
• Proceed to engrave the legal seal when having a tax code;
• Apply for sub-licenses for conditional business investment sectors;…

Note on E-code passport conditions for applying in Vietnam

The Chinese E passport is a new type of passport with the E number issued by the Chinese Government to its citizens since 2012. Each E passport has a chip containing digitized biometric information of the passport holder and inside the passport is the nine-dash line.

According to Official Dispatch No. 2611/KH&DT-KTDN dated May 25, 2023 of the Department of Planning and Investment of Hanoi City, the instructions are as follows:

• Regarding documents on the legal status of investors, according to Clause 15, Article 2 of Decree No. 31/2021/ND-CP: “Documents on the legal status of investors are valid copies of personal identification documents or documents confirming the establishment and operation of economic organizations, including: a) Personal identification number for individuals who are Vietnamese citizens or valid copies of one of the following documents: Identity card, Citizen identification card, valid passport, other personal identification documents for individuals; b) Valid copies of one of the following documents: Business registration certificate, Certificate of establishment, Decision on establishment or other documents of equivalent legal value for organizations”.
• Clause 1, Article 2 of Decree No. 312021/ND-CP stipulates: “A valid copy is a copy issued from the original book or a copy certified from the original by a competent authority or organization or from the national database in cases where the original information is stored in the national database on population, business registration and investment”.
• On November 1, 2022, the Hanoi Department of Justice issued Document No. 2998/STP-HCTP on certifying passport copies as follows:

“According to Clause 2, Article 8, Clause 1, Article 19 of Decree No. 23/2015/ND-CP of the Government on issuing copies from originals, certifying copies from originals, certifying signatures and certifying contracts and transactions and Clause 1, Article 9 of Circular No. 01/2020/TT-BTP of the Ministry of Justice detailing and guiding the implementation of a number of articles of Decree No. 23/2015/ND-CP, the person requesting certification must be responsible for the content, legality, validity and authenticity of the original documents and papers used as the basis for certifying copies.

For foreign passports, agencies, organizations only authenticate foreign documents that comply with the Constitution and laws of Vietnam on territory and national sovereignty over seas and islands.”

Because passport E is a passport with the “nine-dash line”, according to the above regulations, passport E cannot be used as a basis for certifying copies.

Above is advice on the establishment of Chinese capital company in Hanoi. If you have any related questions or need advice on business procedures, please contact Viet An Law for the best advice and support!