Foreign-owned companies (often called as FDI companies) in Vietnam can invest in new project during their operation, for example: contribute capital to establish a new company; purchase shares, capital contributions in other companies; sign BBC contracts. Depending on the foreign ownership, the procedures applied to each case may be different. Viet An Law Firm collects and provides some basic information as follows:
Cases in which FDI companies having new project shall apply for Investment Registration Certificate:
- 51% or more of the charter capital are held by foreign investors or by a majority of partners are foreigners if the business organization is a partnership;
- 51% or more of the charter capital are held by organization as mentioned above;
- 51% or more of the charter capital are held by foreign investors and organization mentioned above.
An application for Investment Registration Certificate includes:
- A written request for permission for project execution;
- Individual investors: copies of ID or passport of each individual;
- Organization investors: copies of Establishment Certificate or equivalent paper confirming the legal status;
- Project proposal specifying: the investors, project’s objectives and scale; capital and capital rising method; location, duration and schedule of the project; labor demand;
- Copies of financial statements in the current 02 years or financial support commitment of the parent company or financial institutions; guarantee for investors’ financial capacity, description of investors’ financial capacity; request for investment incentives; assessment of socio-economic effects of the project;
- Land use demand. If the project does not use land allocated or leased by the State or does not require the State to change land use purpose, the copies of the lease agreement or equivalent papers proving that investors have rights to use the location shall be submitted;
- If the project use any technology in the List of technologies restricted from transfer, investors have to submit the explanation on technology transfer.
Submit the application at:
The Department of Planning and Investment.
The process: Within 15 days from the receipt date of the valid application, the Department of Planning and Investment will grant the Investment Registration Certificate. If the Department of Planning and Investment refuse to grant, they will respond in notices and explain the reasons.
Other FDI companies shall not apply for Investment Registration Certificate but perform report the project, using the Form No. I.13 in Circular No. 16/2015/TT-BKHĐT. Report shall contain: name of the project, investment objective, investment scale, investment capital, place, duration, investment schedule, labor demand and investment incentives (if any).
Besides that, a FDI company may adjust the business registration information at Business Registration Office without forming new investment project. Supplement of business sectors of foreign-owned company shall comply with conditions applied to foreign investors (if any).
Legal consulting service on enterprises and investment by Viet An Law Firm:
- Consult about regulations and procedures related to enterprises and investment in Vietnam;
- Consult about regulations and procedures for company establishment, issuance of Investment Registration Certificate, Business Registration Certificate, sublicenses…;
- Consult about conditional business sectors and detailed conditions applied to each one;
- Draft, submit the application and work with state-authorized agencies when Clients authorize;
- Consult about after-establishing issues: contracts, tax, Vietnamese labor, foreign labor working in Vietnam, intellectual property, commercial franchise…
If you are looking for legal advice about enterprises and investment in Vietnam, please feel free to contact Viet An Law Firm for more information!
