Set up a company in Ho Chi Minh City

Ho Chi Minh City is an important industrial center of the country and of the economic region in the southern point. The city is considered an ideal “fertile” land for anyone who wants to start a business. As for foreign investors, Ho Chi Minh City is considered their ideal destination when investing in Vietnam. In order to help businesses more easily understand the procedures as well as the process of establishing Vietnamese capital companies and foreign-invested companies without special conditions in Ho Chi Minh City, Viet An Law Firm provides detailed guidance on legal issues as follows:

Legal bases

• Law on Enterprise 2020;
• Decree 01/2021/ND-CP on business registration;
• Circular 01/2021/TT-BKHDT guiding business registration issued by the Ministry of Planning and Investment.

Some questions when setting up a company in Ho Chi Minh City

Can I set up a company without a household registration in Ho Chi Minh City?

You can completely set up a company in Ho Chi Minh City even if you do not have a household registration here.

Is the procedure for establishing a company in Ho Chi Minh different from Hanoi?

Unlike Hanoi, 100% of company establishment dossiers in Hanoi will apply electronic filing, the company establishment procedure in Ho Chi Minh City can both be done electronically and directly submitted.

In Ho Chi Minh City, is it possible to register a condominium as a company headquarters?

Like other provinces and cities in the country in Ho Chi Minh City, condominiums and group houses are not used for registration when establishing a company.

Order and procedures for establishing a company in Ho Chi Minh City

Procedures for establishing a Vietnamese capital company in Ho Chi Minh City

Step 1: Register your business

The enterprise submits 01 set of business registration dossier to the Business Registration Office under the Department of Planning and Investment of Ho Chi Minh City. The dossier includes:

• Application for business registration;
• Company’s charter;
• List of members or shareholders of the company (if it is a limited liability company with two or more members or a joint-stock company);
• Copies of personal identification documents or documents confirming legal status for institutional investors;
• Power of attorney for Viet An Law Firm.

After receiving all valid dossiers, the business registration agency shall consider issue an Enterprise Registration Certificate to the investor within 03-05 working days.

Step 2: Engrave the company’s seal (round carpentry)

Enterprises carry out seal engraving at seal engraving establishments (carpentry). The enterprise decides for itself the type, form and number of its seals.

Procedures for setting up a foreign-invested company in Ho Chi Minh City

Step 1: Apply for an Investment Registration Certificate

Foreign investors who want to set up a company in Vietnam must carry out investment registration procedures with competent state agencies.

Accordingly, the foreign investor shall submit 01 dossier of application for an investment registration certificate to the investment registration agency. An investment registration dossier includes:

• Written request for implementation of an investment project (According to the form);
• Copy of identity card, identity card or passport for individual investors; a copy of the Certificate of Incorporation or other equivalent document confirming the legal status of an institutional investor;
• A proposal for land use demand or a copy of the site lease agreement or other document certifying that the investor has the right to use the site for the implementation of the investment project;
• Explanation on use of technology applied to investment projects, for projects using technologies on the list of technologies restricted from transferring;
• Report on financial capacity of the investor: financial statements of the last 02 years of the investor; commitment of financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
• Business cooperation contracts, for forms of investment under business cooperation contracts; Joint venture contract for the form of investment in the establishment of a joint venture economic organization between domestic and foreign investors;
• Written authorization for Viet An law firm to carry out investment registration procedures.

The investment registration agency receives and reviews the dossier. Within 15 days from the date of receipt of a complete and valid dossier, the investment registration agency shall issue an Investment Registration Certificate.

Step 2: Register your business

The enterprise submits 01 set of business registration dossier to the Business Registration Office under the Department of Planning and Investment of Ho Chi Minh City. The dossier includes:

• Application for business registration;
• A company’s charter;
• List of members or shareholders of the company (if it is a limited liability company with two or more members or a joint-stock company);
• Copies of personal identification documents or documents confirming legal status for institutional investors;
• Power of attorney for Viet An Law Firm.

After receiving all valid dossiers, the business registration agency shall consider issuing an Enterprise Registration Certificate to the investor within 03-05 working days.

Step 3: Engrave the company’s seal (round carpentry)

Enterprises carry out seal engraving at seal engraving establishments (carpentry). The enterprise decides for itself the type, form and number of its seals.

Implementing authority

Investment registration authority

The Department of Planning and Investment of Ho Chi Minh City has the authority to issue investment registration certificates for:

• Projects outside industrial parks, export processing zones, hi-tech parks, economic zones and including investment projects have been approved by the Prime Minister for investment policies.
• Infrastructure development projects of industrial parks, export processing zones and hi-tech parks in localities where management boards have not yet been established.

Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones are competent to grant investment registration certificates for:

• Projects in industrial parks, export processing zones, hi-tech parks, economic zones and not subject to the investment policy approval competence of the Prime Minister
• Infrastructure development projects of industrial parks, export processing zones, high-tech parks, economic zones

Business registration authority

The Business Registration Office under the Department of Planning and Investment of Ho Chi Minh City has the authority to issue an Enterprise Registration Certificate.

Forms of investment for foreign investors

• Joint venture with domestic investors;
• Establishment of a 100% foreign-invested company;
• Purchase of contributed capital and shares of Vietnamese companies providing courier services;
• Investment under BCC business cooperation contract.
• Establishment of a 100% foreign-invested company;
• Purchase of contributed capital and shares of Vietnamese companies providing courier services;
• Investment under BCC business cooperation contract.

Business establishment service in Ho Chi Minh City of Viet An Law Firm

• Advising on legal issues on company establishment, establishment conditions for Vietnamese capital companies, foreign-invested companies.
• Advising on the capital contribution ratio of foreign investors in Vietnam;
• Advising on choosing the right type of company for investors: Limited Company or Joint Stock Company, head office address, capital, business lines, opening a capital transfer account, capital contribution duration;
• Advising on conditions, guiding investors to prepare necessary documents to set up foreign-invested companies;
• Advising and drafting company establishment documents for investors;
• Investor representatives shall work with competent state agencies of Vietnam in the process of establishing enterprises for investors (Application for Investment Registration Certificate, Business Registration Certificate, making legal entity seals, announcing seal samples, procedures after company establishment, tax – accounting legal consulting services, profit  transfer abroad, labor – insurance, issues related to intellectual property rights …;
• Comprehensive consulting on activities arising in the process of doing business in Vietnam for investors.

If you have any questions or need to use company establishment services, please contact Viet An Law Firm for the best advice and support.