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Establish 100% FDI enterprise in Vietnam

The Law on Investment 2014 has become effective from July 1st 2015. According to these regulations, procedures for establishment of a 100% foreign-owned enterprise include the following steps:

Step 1: Register investment policy at the People’s Committees of provinces:

Foreign investors who invest in Vietnam shall have to perform procedures for requirement of the Certificate of Investment Registration. However, before performing this, under certain circumstances, investors shall have to register investment policy at the People’s Committees of provinces.

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) 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.

Notice: If the investment project is not required for a decision of investment policy, this step shall not be performed.

Dossier submitted at: the investment registry office.

Duration: 35 – 40 working days from the day on which the valid dossier is received.

Step 2: Issuance of the Certificate of Investment Registration:

Under these circumstances, investor shall have to perform procedures for issuance of the Certificate of Investment Registration:

  • Investment projects of foreign investors;
  • Investment projects of these following business organizations:
  • 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.

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) 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.

Dossier submitted at: the investment registry office.

Duration:

  • For investment project which is not required for a decision of investment policy: 15 – 20 working days from the day on which a valid dossier is received;
  • For investment project which is required for a decision of investment policy: 05 – 10 working days from the day on which a valid dossier is received.

Step 3: Establishment of the enterprise and the Certificate of Business Registration:

After the Certificate of Investment Registration is issued, investors need to prepare a dossier for establishment of the enterprise.

For limited liability company:

Dossier includes:

  • An application form for business registration;
  • The charter of company;
  • The list of members;
  • Copies of:
  • ID card, passport or equivalent papers of members being individuals;
  • Decision on establishment, the Certificate of Business Registration or equivalent documents and the letter of authorization; the ID card or other papers of the authorized representative of members being organizations;
  • For members being foreign organizations: copies of the Certificate of Business Registration or equivalent documents shall have to be consular legalized;
  • The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

For joint-stock company:

Dossier includes:

  • An application form for business registration;
  • The charter of company;
  • The list of founding shareholders and shareholders being foreign investors;
  • Copies of:
  • ID card, passport or equivalent papers of founding shareholders or shareholders being foreign investors;
  • Decision on establishment, the Certificate of Business Registration or equivalent documents and the letter of authorization; the ID card or other papers of the authorized representative of founding shareholders or shareholders being foreign investors;
  • For shareholders being foreign organizations: copies of the Certificate of Business Registration or equivalent documents shall have to be consular legalized;
  • The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Dossier submitted at: the enterprise registry office.

Duration: 05 working days from the day on which a valid dossier is received.

Step 4: Announcing the establishment of the enterprise:

After being granted the Certificate of Business Registration, the enterprise shall have to make an announcement on the National Business Registration Portal and pay the fee as prescribed.

The announcement shall contain the information on the Certificate of Business Registration and the following information:

  • The business lines;
  • The list of founding shareholders and shareholders being foreign investors if the enterprise is a joint-stock company.

Performed by: announcing department of the enterprise registry office.

Step 5: The seal of the enterprise:

After being granted the Certificate of Business Registration and announcing the establishment of the enterprise on the National Business Registration Portal, the enterprise shall make a seal sample at a seal engraving agency. The enterprise is entitled to decide the form and the quantity of its seal complying with the law.

Step 6: Announcing the seal sample on the National Business Registration Portal:

After engraving the seal sample, the enterprise shall have to post it on the National Business Registration Portal and shall be granted a confirmation by the Department of Planning and Investment.

Performed by: announcing department of the enterprise registry office.

Duration: 03 working days from the day on which the valid dossier is received.

Clients who have concerns about establishment of foreign-owned enterprises, please feel free to contact Viet An Law Firm to get legal advice and to be supported in performing relevant procedures.

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