Set up company in Vietnam

Vietnam is the most potential market in South East Asia and one of the developing countries having market access policies attracting a lot of investors. Evidence shows that in 5 years recently, the flow of FDI in Vietnam has increased dramatically due to the investment of foreign investors. Therefore, Viet An Law Firm would like to share with you some essential information about the procedures to register  a company or set-up  a company in Vietnam.

Steps to register a foreign-invested company in Vietnam

1. Apply for the Investment Registration Certificate;
2. Apply for the Enterprise Registration Certificate;
3. Apply for other licenses such as Bussiness License for the companies which retail directly to customers or specialized licenses to meet the requirements of some conditional business lines such as Aducation, Tourist, Legal, Healthcare,…

Step 1: Register the Investment Registration Certificate

Authority to issue the Investment Registration Certificate

• Departments of Planning and Investment of provinces where investment projects are executed or where operating offices are located or expected to be located for execution of investment projects shall issue, adjust and revoke investment registration certificates of the following investment projects:a) Investment projects executed in 02 provinces or more;b) Investment projects executed inside and outside industrial parks, export-processing zones, hi-tech zones and economic zones;c) Investment projects executed inside industrial parks, export-processing zones, hi-tech zones and economic zones where management boards of such industrial parks, export-processing zones, hi-tech zones and economic zones have yet to be established or not under the management of the management boards of industrial parks, export-processing zones, hi-tech zones and economic zones.
• Industrial park, export-processing zone, hi-tech zone and economic zone management boards shall issue, adjust and revoke investment registration certificates of the following investment projects:a) Projects on investment in and commercial operation of infrastructure in industrial parks, export-processing zones, hi-tech zones and economic zones;b) Investment projects executed inside industrial parks, export-processing zones, hi-tech zones and economic zones.Management boards of industrial parks, export-processing zones, hi-tech zones, economic zones shall receive, issue, adjust, and revoke the investment registration certificate of the investment projects located therein;

The dossier you need to prepare to apply for the Investment Registration Certificate

• A written request for permission for execution of the investment project;
• A copy of the ID card or passport (if the investor is an individual); a copy of the Enterprise Registration Certificate or an equivalent paper that certifies the legal status of the investor abroad (if the investor is an organization);
• An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital raising, location, and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
• Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;
• Office lease agreement, documents proof of the lessor’s right (Certificate of land use right, construction permit, certificate of business registration with the function of real estate business of the lessor or equivalent documents);
• Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
• The explanation for the application of technologies to the project mentioned in the List of technologies restricted from transfer under the law on technology transfer, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment, and primary technological line;
• The business cooperation contract (if the project is executed under a business cooperation contract).

Proceed to register the Investment Registration Certificate

• Firstly, the investor must register by declaring online information about investment projects on the National Foreign Investment Information System.
• Within 15 days from the date of online filing, the investor submits the application file for the Investment Registration Certificate to the Investment Registration Authority.
• After the application is received, the investor is provided with an online account to access the National Foreign Investment Information System to track the processing and results of the application.
• In case of obtaining a successful investment registration certificate, the investment registration agency will issue a code through this account to the investment project; In case the application is rejected, this agency must notify the investor in writing and explain the reason.

Step 2: Register the Enterprise Registration Certificate

The dossier and the procedures that you need to register a foreign-invested company is the same as the domestic company in Vietnam.

The dossier includes

• An application form for business registration;
• The company’s charter;
• A list of members (for limited company) or shareholders (for joint-stock company);
• Certified copies of the ID card or other ID papers of members being individuals;
• Certified copies Decision on Establishment, Enterprise Registration Certificate, or an equivalent document of the organization in foreign;
• The ID card or other ID papers of the authorized representatives of members being organizations. If a member is a foreign organization, the copy of the of Enterprise Registration Certificate or an equivalent document must be consular legalized;
• Certified copies the Investment Registration Certificate of the foreign investors as prescribed by the Law on Investment.
• Power of Attorney (Authorization contract) to authorize Viet An Law Firm to perform the business establishment service

You need to submit the application dossier at the Enterprise Registration Authority through the National Enterprise Registration Portal within 03 – 05 days, the business registration authority will issue a enterprise registration certificate. After being granted a Enteprise Registration Certificate, you must make a public announcement on the National Enterprise Registration Portal in the order and procedures within 30 days from the date of publication.

Step 3: Register the Bussiness License for conditional business lines

For each conditional business investment, before official operation business, enterprises need to obtain the seperate business license, which has legal validity independent of Enterprise Registration Certificate.

For example:

• • In case the Company retails goods or sets up a goods retail establishment: Investors shall issue business licenses when retailing goods and setting up goods in retail establishments.

According to Decree 09/2018/ND-CP prescribing for goods trading and activities directly relating to the sale and purchase of goods by foreign investors and economic organizations with foreign investment capital in Vietnam, retailing is the sale of goods to other individuals, households, and organizations for consumption. Therefore, the investor is not required to issue a business license to export, import, or wholesale goods (not belonging to the categories of goods: oil, lubricant, rice, sugar; video items; books, newspapers, and magazines). Investors shall issue business licenses when retailing goods and setting up goods in retail establishments.

• • In case the company conducts international travel business (inbound), foreign investors are only allowed to conduct international travel business in the scope of bringing foreign tourists to Vietnam
  • In case the company conducts business training in foreign languages, Investors must obtain the approval of the Department of Education and Training in the process of issuing Investment Registration Certificates. Before going into operation, the enterprise must register a License of operation of a foreign language training center at the Department of Education and Training

Services of establishing foreign-invested companies of Viet An Law

• Consulting on conditions to register foreign-invested companies: capital contribution ratio of foreign investors in Vietnam; conditional business lines; business location; note the procedures before and after registering foreign-invested companies;
• Consulting on selecting the appropriate type of company for investors such as Limited Liability Company or Joint Stock Company;
• Counseling on opening capital transfer accounts, time of capital contribution;
• Advising and guiding investors to prepare necessary documents to register foreign-invested companies;
• Consulting, drafting documents to register companies for investors;
• Representing investors to work with the Vietnamese competent authorities during the process of establishing the company for the investor (Application for Investment Registration Certificate, Enterprise Registration Certificate, business licenses, permits according to specialized requirements, making legal entity stamps, announcing seal samples, procedures after establishing companies, …);
• Consulting regularly and comprehensively accounting services, tax law package activities arising in the course of doing business in Vietnam for investors.

Viet An Law has shared with you some basic legal information in this above article to set up a company in Vietnam. If you want to know further information about this procedures, please contact us via the phone number or email. With enthusiastic and experienced lawyers, Viet An Law is always willing to accompany you solve all legal difficulties when entering in Vietnam market.