Set up a 100% Italian invested company in Vietnam

The cooperation between Vietnam and Italy has a long history of development. Based on shared cultural values and complementary economic benefits, the two countries have established a comprehensive partnership. Italy, with its developed industry and rich experience, has brought Vietnam modern technologies and large investment capital. In the future, with Vietnam’s deep integration into the world economy, the cooperation between the two countries promises to develop even stronger, opening up many new cooperation opportunities in fields such as renewable energy, high-tech and high-tech agriculture. Viet An Law would like to guide customers through the process of establishing a 100% Italian investment company in Vietnam through the article below.

Some Italian business lines should set up a company in Vietnam

Fashion and cosmetology industry

• The potential of the fashion brand in Italy: The Italian fashion brand is globally renowned for its quality, design, and luxury. Bringing these brands to Vietnam will create a great attraction for consumers.
• Young and dynamic market: Vietnam has a young population, always updating the latest fashion trends. The middle class is constantly increasing, creating a great demand for high-end fashion products and beauty services.
• Developing fashion culture: Vietnamese people are increasingly interested in their self-image and are not afraid to invest in fashion and beauty.

Food & Beverage Industry

• Italian cuisine is loved by the world: Italian cuisine is famous for its unique flavors, fresh ingredients, and exquisite culinary style. This creates a solid foundation for Italian food and beverage products to conquer the Vietnamese market.
• Vietnam’s market is growing: With the rise of the middle class, the demand for high-quality food and beverage products, especially imported products, is increasing.
• International culinary trends: Vietnamese people are increasingly interested in international cuisine and are ready to explore new flavors.

Machinery and equipment manufacturing industry

• Italian Machinery Technology: Italy is well-known for its companies that produce high-quality, technologically advanced machinery, especially in areas such as automobiles.
• Vietnam’s industrialization needs: Vietnam is in a period of rapid industrialization, requiring a large amount of modern machinery and equipment to serve the manufacturing industries.

Italian investor sets up new economic organization in Vietnam

Step 1: Apply for an Italian Investor Investment Certificate (IRC)

• Written request for implementation of the investment project;
• An investment project proposal includes the following contents: the investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, etc socio-economic efficiency of the project;
• Dossier proving the company’s head office: Lease contract, Notarized copy of real estate documents of the lessor: Land use right certificate, Construction permit; if the lessor is a company: It is necessary to provide a copy of the enterprise registration certificate with the function of real estate business;
• Confirmation of account balance corresponding to the capital intended to establish an FDI company is consular legalized and notarized

Depending on whether the investor is an individual or a legal entity, it will be necessary to provide the following additional documents:

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue an Investment Registration Certificate to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.

Step 2: Apply for an Enterprise Registration Certificate (ERC)

• Application for enterprise registration;
• Charter of the enterprise;
• List of members of a limited liability company with two or more members or a list of general partners;
• A notarized copy of the identity card or valid passport of the individual member; a notarized copy of the enterprise registration certificate of the member being an organization; a notarized copy of the valid identity card or passport of the legal representative of that organization;
• The investment registration certificate of the Italian investor has been completed above.

Place of application: Department of Planning and Investment where the enterprise is headquartered.

Duration: 03 – 06 working days.

Step 3: Carry out post-establishment procedures and conduct business activities

Engraving the seal of the legal entity when it has a tax identification number

After the business has a tax identification number, engraving the legal entity seal is an important step to complete the establishment procedure. The legal entity seal is an official identification sign of the business, used in transactions and legal documents. What should be included on the seal:

• Business name: Must match the name registered in the business registration certificate.
• Tax identification number: It is the unique number of the enterprise, issued by the tax authority.
• Head office address: Must match the registered address. Usually the county and city where the headquarters address is located.
• Type of enterprise: Example: Limited liability company, joint stock company,…

Opening an investment capital account and contributing capital

Procedures for opening an investment capital account

Preparation of dossiers for opening investment capital accounts includes:

• Enterprise establishment license or investment registration certificate.
• Investor’s identity document (passport, visa).
• Documents proving the legal origin of the investment capital.

Place to apply: Submit the application at the selected bank.

The bank will conduct the appraisal of the dossier and open an investment capital account for the investor.

After having an investment capital account, the company with Chinese capital contributes capital. Note that enterprises need to fully contribute the registered capital within 90 days from the date of issuance of the business registration certificate.

• Money transfer: Investors transfer money from an overseas account to an investment capital account opened in Vietnam.
• Confirmation: The bank will confirm the transfer of capital contribution.

Apply for a child license (if any)

Sub-licenses are a fairly broad concept and can include many different types of licenses depending on each specific business activity of a foreign-invested enterprise (FDI) in Vietnam. Here are some types of business licenses

Italian investors purchase contributed capital and shares of Vietnamese companies

Dossier of registration for purchase of contributed capital and shares of a Vietnamese company

• Written registration of capital contribution, purchase of shares, purchase of contributed capital (according to Form A.I.7 issued together with Circular 25/2023/TT-BKHDT).
• Written agreement in principle on capital contribution, share purchase or purchase of contributed capital between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares or purchasing contributed capital.
• Copies of legal papers of individuals and organizations contributing capital, purchasing shares, purchasing contributed capital; and of economic organizations with foreign investors contributing capital, buying shares, buying contributed capital.
• In case of necessity, the External Economic Relations Division may request the supply of a copy of the land use right certificate of the economic organization to which foreign investors contribute capital, purchase shares or purchase contributed capital.

Place of application: Department of Planning and Investment where the head office is expected to be located.

Processing order: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue a written confirmation of the purchase of contributed capital to the foreign investor. In case of refusal, the Department of Planning and Investment will reply in writing and clearly state the reason.