In the first 6 months of 2023, the total foreign investment capital in Vietnam newly registered, adjusted and contributed capital to purchase shares, and purchase capital contribution reached nearly 13.43 billion USD. It is estimated that foreign investment projects have disbursed about 10.02 billion USD, a slight increase of 0.5% over the same period in 2022 and an increase of 1.3 percentage points compared to the first 5 months of 2023. The above shows the extreme potential growth of the FDI market in Vietnam in the coming time.
Table of contents
Procedures for setting up FDI companies/enterprises in Vietnam are increasingly simplified with flexible investment forms for foreign investors to easily access during the investment process. Foreign investors can establish an FDI company/enterprise in Vietnam in two ways: direct investment and indirect investment:
Step 1 : Online declaration of investment project information on the National Foreign Investment Information System
Before carrying out the procedures for granting an Investment Registration Certificate, the investor shall declare online information about the investment project on the National Foreign Investment Information System. After the enterprise submits the hard copy application, it will be granted an account to access the National Information System on Foreign Investment to monitor the processing of the application. At the same time, the investment registration agency also uses the National Foreign Investment Information System to receive, process and return investment registration results, update the status of application processing and issue code for investment project.
Step 2 : Submit an application for an Investment Registration Certificate
Dossier of application for an Investment Registration Certificate:
Step 3 : Submit the application for the Enterprise Registration Certificate, engrave the legal entity’s seal
Step 4 : Only for businesses that exercise the right to retail goods
Submit an application for a business license at the Department of Industry and Trade.
Step 5 : Open a direct investment account
According to the provisions of the Enterprise Law, foreign investors need to contribute capital within 90 days from the date of being granted the Certificate of Business Registration. Therefore, right after the establishment of the company, investors need to open an account to transfer direct investment capital.
Step 6 : Complete the following procedures for company establishment
After establishing a company in Vietnma, investors carry out the procedures of account registration, purchase of digits, payment of license tax, declaration of the license tax, issuance of invoices, tax declaration, ….
For convenience and speed, investors can choose to invest in the form of capital contribution or share purchase in a Vietnamese company. Accordingly, the procedure is carried out as follows:
Step 1 : Register to purchase contributed capital, purchase shares of a Vietnamese company
Step 2 : Change the Enterprise Registration Certificate to add foreign investor information
| Plan | Purchasing capital contribution in a Vietnamese-owned enterprise (indirect investment) | Establishing a foreign-owned company from the beginning (direct investment) |
| Procedure | Establish a Vietnamese-owned enterprise. | Apply for an Investment Registration Certificate |
| Submit an application for registration of purchase of contributed capital. | ||
| Submit an application for change of business registration | Apply for a Certificate of Business Registration | |
| Time
(Working days, excluding Saturday, Sunday, and other public holidays as prescribed by the State) |
30-35 working days The time is counted from the date Viet An Law receives all the documents provided by the client; Note: Time does not include the time the customer opens a direct investment capital account and transfers investment capital into the investment capital account. |
30-35 working days
The time is counted from the date Viet An Law receives all the documents provided by the client; Note: Time does not include the time the customer opens a direct investment capital account and transfers investment capital into the investment capital account. |
| Result | Certificate of registration to purchase contributed capital | Investment registration certificate |
| Adjustment Enterprise Registration Certificate | Enterprise Registration Certificate | |
| Documents to prepare | Business registration of the original consular legalization, notarized translation.
Copy of the capital contribution manager’s passport (the whole volume) notarized, consular legalized, notarized translation into Vietnamese; |
Business registration of the original consular legalization, notarized translation.
Copy of the capital contribution manager’s passport (the whole volume) notarized, consular legalized, notarized translation into Vietnamese; Written confirmation of bank account balance or audited financial statements for 2 consecutive years; Proof of office address. |
| Investment capital account | Individual investor’s capital account if foreign capital is less than 50% | The company’s direct investment capital account after its establishment. |
| Capital contribution | Contribute capital according to regulations on foreign exchange management.
Bank transfer is mandatory. |
The company opens an investment account.
Investors transfer money to investment accounts to contribute capital. |
| Pros and cons | Immediately after the establishment of the company, there was immediately a company to operate. | Both an Investment Certificate and an Enterprise Registration Certificate must be issued to carry out operations. |
| No investment registration certificate is required. | ||
| Vietnamese and foreigners do not have to prove finances, but foreigners still have to have enough finances to transfer capital. | The time limit for capital transfer is 90 days from the date of enterprise registration.
Foreigners need to have a confirmation of their bank account balance proving that they have enough money to invest in establishing a company. |
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| In the case of capital transfer, the money is transferred to the capital account or to each other, depending on the case where they both reside together or not, provided that over 50% of foreign capital must be transferred to the investment capital account. | When transferring money, just transfer to the company’s investment capital account. | |
| Vietnamese individuals can contribute money in cash.
Foreigners must transfer capital in the form of bank transfers. |
Both Vietnamese and foreigners have to transfer – have money in the account to transfer. | |
| No proof of headquarters is required because it is legally established. | Have documents to prove the head office (head office lease contract, copy notarized certificate of land use right). |
Note: When there is investment and capital contribution of foreign investors, the business lines of the enterprise will need to be declared based on the contents shown in the commitments in the WTO. Other occupations not included in the pledge will need to be eliminated. Investors are only allowed to conduct business activities under the conditions specified in WTO commitments and other specialized legal documents.
As of July 2023, the total newly registered capital, adjusted and contributed capital to purchase shares, and stakes from foreign investors reached about 16.24 billion USD. Many projects with increased investment capital from the beginning of the year such as production and manufacturing projects of electronic and high-tech products received capital increase on a large scale.
In early 2023, there were 90 countries and territories investing in Vietnam. According to the partner, Vietnam is gradually attracting new investors from countries such as the United Kingdom of Great Britain and Northern Ireland thanks to the influence of the EVFTA and EVIPA agreements, as well as Middle Eastern bloc countries such as the UAE, Finland.
In terms of the number of new projects at the beginning of 2023, Ho Chi Minh City is the leading locality in the whole country in terms of the number of new projects, accounting for 38.9% of the total number of projects in the country, the number of adjusted projects accounting for 24.9. % of the whole country and the number of registrations for capital contribution and share purchase accounted for 65.4% of the whole country. Hanoi city has achieved remarkable achievements in the socio-economic field in the first 6 months of 2023. Hanoi attracted about $2,265 million in FDI in the first 5 months of 2023.
Viet An Law Firm is proud to be a reputable FDI company/enterprise establishment consulting unit, with thousands of visits to support foreign investors to learn and invest in Vietnam, we believe in providing investors with the best, most professional, most professional FDI business establishment consulting service, the most reasonable cost and the fastest time to complete the procedure! Please contact Viet An Law for detailed information!
