Set up a 100% foreign capital company in Nam Dinh

In recent years, Nam Dinh has had a relatively rapid increase in the number of industrial areas, currently the whole province has 13 industrial areas, including: Bao Minh industrial area, Hoa Xa industrial area, My Loc industrial area, La Xuyen industrial area,… however the number of industrial areas that have been in stable operation is only 4 industrial areas at the end of 2017.

 Currently, when implementing investment in Vietnam, foreign investors always give priority to establish enterprises in industrial areas to enjoy state incentives as well as take many advantages of industrial areas.

Nam Dinh is a province with great potential and is a destination for foreign investors in the future, Viet An Law would like to detail the procedures to set up a company in Vietnam.

Basic steps to establish a foreign capital company in Nam Dinh:

• Step 1: Apply for an investment certificate;
• Step 2: Enterprise registration;
• Step 3: Engrave the legal seal, announce the use of the company’s seal sample;
• Step 4: Apply for a business registration license.

Procedures for granting the Investment Certificate:

Parties need to apply for the Investment Certificate:

• Company has from 1% to 100% of the capital contributed by foreign investors when that company is established;
• Foreign capital company (company has been granted an Investment Registration Certificate in Vietnam) continues to establish more economic organizations; capital contribution; purchase of shares or capital contributions of economic organizations; investments under a BCC contract in one of the following cases must go through the procedures for issuance of an investment certificate: New establishment or capital contribution from 1% to 100% of the company’s charter capital;
• In cases foreign investors contribute capital to buy shares in Vietnamese companies that already have an enterprise registration certificate, even when buy up to 100% of the company’s capital contribution), they are not required to carry out the procedures for issuance of the Investment Registration Certificate except for the company doing business in the field of education and training, if a foreign investor buys from 1% of the capital contribution, it is also required to carry out the procedures for issuing an Investment Registration Certificate:
  • Step 1: Establish a Vietnamese company;
  • Step 2: Apply for a qualifying license for the conditional occupations;
  • Step 3: Transfer the contributed capital to foreign investors;
  • Step 4: Apply for a business license in case the enterprise does retail activities and apply for another license according to regulations such as fire protection license,…
• For company doing business in the field of retailing goods to consumers or setting up establishments to retail goods to consumers or setting up a retail establishment of goods, it is necessary to apply for a business license or establishment license of retailing;
• Regulations for foreign capital company that were established before July 1, 2015: Foreign capital economic organizations that have been established in Vietnam, if there are new investment projects, are allowed to do, so the implementation of that investment project does not necessarily require establishment of a new economic organization.

Implementation process:

• Before applying for an investment registration certificate, the investors should declare information on the investment project online on the national foreign investment information system. Within 15 days from the date of online declaration, the investors shall submit the application for the Investment Registration Certificate to the Investment Registration Agency;
• After the application is received by the Investment Registration Agency, the investor is granted an account to access the National Foreign Investment Information System to monitor the application processing;
• The Investment Registration Agency uses the National Foreign Investment Information System to receive, process and return the result of investment registration dossier, update application processing and grant investment project code.

Application for granting the Investment Registration Certificate for 100% foreign capital in Nam Dinh

• A proposal for investment project implementation;
• Copy of ID card/citizenship card or passport for individual investor; a copy of a certificate of incorporation or other documents confirming the legal status of the institutional investor;
• An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, investment duration and proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copy of one of these following documents: financial statements of the last 2 years of the investor; commitment to financial support of the headquarter company; commitment to financial support of a financial institution; guarantees on investors’ financial capacity; documents explaining the financial capacity of the investor;
• Contract for lease of company headquarters and the Red Book of the rental housing (notarized copy).

In addition, if enterprises use technology in certain business activities, or have a need to rent land from the State, it is required to submit the following additional documents:

• Proposal land use demand; in case the project does not request the State to allocate land, rent land, or permit the change of land use propose, submit a copy of the rent agreement or other documents certifying that the investor has the right to use the area for investment project;
• Explanation on the use of technology for investment projects, for projects using technologies on the List of technologies restricted from transfer under the law on technology transfer, including the following contents: name of technology, origin of technology, technology process diagram; main specifications, usage status of main machines, equipment and technological lines;

Time limit for application processing:

Within 15 days from the date of receiving the application will be completed. In case of refusal, it must be notified in writing to the investor, clearly stating the reason.

Competence to grant the Investment Certificate:

• Management of industrial areas, export processing areas, hi-tech areas and economic areas receive the Investment Registration Certificates for investment projects in industrial areas, export processing areas and hi-tech areas, economic areas;
• The Department of Planning and Investment shall receive and grant the Investment Registration Certificate for investment projects outside industrial areas, export processing zones, hi-tech areas and economic areas;
• The Department of Planning and Investment where the investors locate or intend to locate the headquarter or executive office to implement the investment project shall receive the Investment Registration Certificate for the following investment projects:
  • Investment projects implemented in many provinces and centrally run cities;
  • Investment projects implemented inside and outside industrial areas, export processing areas, hi-tech areas and economic areas.

Company registration:

          After being granted the Investment Certificate, the enterprise will proceed with the business registration at the Business Registration Office – Department of Planning and Investment or via the page  https://dangkyquamang.dkkd.gov.vn.

          Time to do business registration now is only 03 – 07 days

Procedures for granting a business license at the Department of Industry and Trade (only applicable to companies doing business in the field of retailing goods):

• An application for a business license;
• Explanation meets the conditions; Experience confirmation;
• Notes to financial capacity, bank confirmation;
• Copy of the Investment Certificate; Business Registration Certificate;
• Certificate of land use rights;
• A power of attorney Viet An Law to submit the application.

Completion time: from 25 – 30 working days

Service of establishing a company with 100% foreign capital in Nam Dinh by Viet An Law

• Consulting on the capital contribution ratio of foreign investors in Vietnam;
• Consulting on choosing the right company type for investors: limited liability company or joint-stock company, head office address, capital, lines of business, opening capital transfer account, direct investment account, account Indirect investments, time limit for capital contribution;
• Consulting on conditions and guiding investors to prepare necessary documents to establish foreign-invested companies in Nam Dinh;
• Consulting, drafting company establishment documents for investors;
• The investor’s representative works with the competent state agencies of Vietnam in the process of establishing an enterprise for the investor (Apply for an Investment Registration Certificate, Enterprise Registration Certificate, and Forums entity, announced sample point, following procedures established companies, services legal advice law tax – accounting, transfer of profits abroad, labor – insurance, the issues related to ownership wisdom…;
• Comprehensive consulting on activities arising in the process of doing business in Vietnam for investors.