Procedures for setting up a joint venture company in Vietnam

Establishment of a joint venture company is a form of foreign investors contributing capital in Vietnam in the form of 100% foreign capital contribution or joint venture with Vietnamese investors to establish an enterprise.

Forms of setting up a joint venture company in Vietnam

The form of establishment of a joint venture company in Vietnam is as follows:

Form 1: New establishment of a joint venture company

This is a plan for foreign investors and Vietnamese investors to jointly establish a new joint venture company from the beginning.

Form 2: Form of capital contribution, purchase of contributed capital and shares in Vietnamese company

This is a plan for Vietnamese investors to establish a company first, then foreign investors contribute capital, buy contributed capital and shares in Vietnamese company to form a joint venture company.

Procedures for setting up a joint venture company in the form of setting up a new joint venture company in Vietnam

Step 1: Issuance of investment registration certificate

Number of documents: 01 set;

Receiving agency:

• The Ministry of Planning and Investment shall receive dossiers of application for approval of investment policies for investment projects under the investment policy approval competence of the National Assembly and the Prime Minister;
• The Department of Planning and Investment shall receive dossiers of application for approval of investment policies for investment projects under the investment policy approval competence of provincial-level People’s Committees outside industrial parks, export processing zones, hi-tech parks and economic zones; investment projects shall be carried out simultaneously both inside and outside industrial parks, export processing zones, hi-tech parks and economic zones; investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where management boards of industrial parks, export processing zones, hi-tech parks, economic zones have not been established or are not under the management of management boards of industrial parks, export processing zones, hi-tech parks, etc economic zones;
• Management boards of industrial parks, export processing zones, hi-tech parks and economic zones shall receive dossiers of application for approval of investment policies for investment projects under the competence of provincial-level People’s Committees for implementation in industrial parks, export processing zones, high-tech parks, economic zones.

Processing time for issuance of investment certificates:

The investment registration agency shall issue the Investment Registration Certificate within the following time limits:

• 05 working days from the date of receipt of the written approval of the investment policy concurrently with the investor’s approval for an investment project subject to the issuance of an Investment Registration Certificate;
• 15 days from the date of receipt of the investor’s request for an Investment Registration Certificate for an investment project not falling into the case of approval of investment policies.

Procedures for issuance of investment certificates

Investors submit dossiers to investment registration agencies directly or online via the foreign investment information system;

The registration authority considers the validity and issues an investment registration certificate to the investor.

Step 2: Issuance of business registration certificate

Number of documents: 01 set;

Receiving agency: Department of Planning and Investment of the province/city.

Processing time for issuance of business registration certificates:

03 working days from the date the investor submits all valid documents as prescribed.

Procedures for issuance of the Business Registration Certificate:

• Investors submit dossiers at the Department of Planning and Investment directly or online through the National Business Registration Portal;
• The Department of Planning and Investment shall consider the validity and issue the Business Registration Certificate;
• The company carries out the engraving of legal entity seals and procedures after the establishment of the enterprise.

Procedures after the establishment of a new joint venture company

After establishment, a joint venture company needs to carry out some of the following procedures:

• Issuance of business licenses for a number of conditional trades;
• Open a direct investment capital account to contribute capital;
• Tax declaration and payment;
• Registration and submission of investment reports.

Procedures for setting up a joint venture company in the form of capital contribution, purchase of contributed capital and shares in Vietnamese company in Vietnam

Step 1: Establish a 100% Vietnamese owned company

Vietnamese investors submit 01 application at the Department of Planning and Investment directly or online via the National Business Registration Portal;

The Department of Planning and Investment shall consider the validity and issue the Business Registration Certificate within 03 working days from the date of receipt of a valid dossier;

The company carries out the engraving of legal entity seals and procedures after the establishment of the enterprise.

Step 2: Register for foreign investors to contribute capital, purchase contributed capital or shares in established enterprises

Only applicable to cases where foreign investors buy contributed capital in Vietnamese company doing conditional trades or cases where foreign investors buy more than 50% capital in company doing business in unconditional lines.

Foreign investors submit 01 application to the Department of Planning and Investment.

Investment agencies shall consider the validity and notify investors of eligibility to contribute capital, purchase contributed capital and shares in Vietnamese enterprises within 15 days from the date of receipt of valid dossiers.

Investors shall contribute capital or transfer registered capital to Vietnamese company in accordance with regulations on foreign exchange transactions for foreign direct investment activities in Vietnam. In case the foreign investor holds 51% or more of the contributed capital in the company, the company shall open a direct investment capital account.

Step 3: Change the business registration and add foreign investor information to the business registration dossier.

The company submits 01 change dossier to the Department of Planning and Investment.

The Department of Planning and Investment shall consider the validity and issue the Business Registration Certificate or the Certificate of change of enterprise registration contents within 03 working days from the date of receipt of a valid dossier;

Some questions related to the procedure for setting up a joint venture company in Vietnam

Does the establishment of a joint venture company have to carry out procedures for issuance of investment registration certificates?

In case a joint venture company is newly established at the beginning, procedures for issuance of an investment registration certificate must be carried out. In case a foreign investor registers to contribute capital to a Vietnamese enterprise, it is not required to carry out procedures for issuance of an investment registration certificate.

In which cases do foreign investors need to carry out procedures for registration to purchase contributed capital and shares in Vietnamese enterprises

In case a foreign investor buys contributed capital in a Vietnamese company doing conditional business or in case a foreign investor buys more than 50% capital in a company doing business in an unconditional line, the procedures for registration of purchase of contributed capital must be carried out,  Stock.

Which account does the foreign investor contribute capital in the joint venture company?

In case of new establishment of a joint venture company, all investors contribute capital in the form of transfer to the direct investment capital account as prescribed in Circular 06/2019/TT-NHNN managing foreign exchange transactions for foreign direct investment activities in Vietnam.

In the case of capital contribution, purchase of contributed capital, depending on the form of transfer and the percentage of ownership of the foreign investor, the foreign investor contributes capital through the direct investment capital account or to the current account of the company.

Customers interested in the procedures for setting up a joint venture company, please contact  Viet An Law Firm  for the fastest and most accurate package support!