Set up a company with 100% foreign capital in Ho Chi Minh City

In recent years, Vietnam has witnessed a massive and strong investment wave by foreign investors seeking business opportunities. With the enactment of the Enterprise Law 2020, Vietnam has established a legal framework to regulate foreign investors’ participation in investment as well as setting up of enterprises in Vietnam. Thereby improving the investment environment in a more positive direction. One of the places attracting strong investment in the country in Ho Chi Minh City, home to many high-tech parks and headquarters of foreign investors. For that reason, Viet An Law provides a basic overview of the legal investment consultancy & procedure to set up a company in Vietnam.

Legal basis for setting up a company with 100% foreign capital in Vietnam

• WTO commitments;
• Investment Law 2020 and guiding documents;
• Enterprise Law 2020 and guiding documents;
• Specialized legal documents related to the investment sector;
• The trade agreement with national network investor countries;
• Decree No. 09/2018 / ND-CP detailing the Law on Commerce and the Law on Foreign Trade Management regarding goods trading activities and activities directly related to the purchase and sale of goods by foreign investors, foreign-invested economic organizations in Vietnam.

Subjects of application for setting up a company with 100% foreign capital in Ho Chi Minh City

Foreign investors that must carry out procedures for issuance of an investment certificate upon establishment of a foreign-invested company include:

• The company has from 1% to 100% of the capital immediately gathered by foreign investors;
• Foreign-invested companies (the 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 contribution of from 1% to 100% of the company’s charter capital;
• In cases where foreign investors contribute capital to buy shares in Vietnamese companies that already have an enterprise registration certificate, even when they buy up to 100% of the company’s capital contribution), they are not required to carry out the procedures for issuance of the Certificate. Certificate of investment registration 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;
• For companies 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. retail establishment;
• Regulations for foreign-invested companies established before July 1, 2015: Foreign-invested economic organizations that have been established in Vietnam, if there are new projects of investment, are allowed to do so. the implementation of that investment project does not necessarily require the establishment of a new economic organization

Process and procedures to set up a company with 100% foreign capital in Ho Chi Minh City

• Before applying for an investment registration certificate, the investor 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 investor shall apply for Investment Registration Certificate to the Investment Registration Authority.
• 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 results of investment registration dossiers, update the application processing situation, and issue codes to participants. investment project.

Application for investment certificate for a 100% foreign-owned company in Ho Chi Minh City

• Proposal for investment project implementation;
• Copy of ID card/citizenship card or passport for the individual investor; a copy of a certificate of incorporation or other equivalent document 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 progress. , labor demand, the proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copy of one of the following documents: financial statements of the last two years of the investor; commitment to the financial support of the parent company; commitment to the financial support of a financial institution; guarantees on investors’ financial capacity; Documents explaining the financial capacity of the investor.
• Contract for the lease of the company’s head office and Red book of land and housing of the lessor (notarized copy)

In addition, if the enterprise uses technology in its business activities, or has a need to lease land from the State, it is necessary to submit the following additional documents:

• Proposed land use demand; In case the project does not request the State to allocate land, lease land, or permit the change of land use purpose, submit a copy of the lease agreement or other documents certifying that the investor has the right to use the site for actual purposes. current 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 the main machinery, equipment, and technological line;
• Within 15 days from the date of receiving the complete application.

An application for an enterprise registration certificate includes:

• Copy of Investment Registration Certificate;
• Application form for Enterprise registration;
• Draft charter of the enterprise;
• List of members, for two-member limited liability companies, founding shareholders, for joint-stock companies;
• Valid copy: ID card, ID card, passport (for individuals); business registration certificate and certificate of authorized representative (for organizations); capital contribution decisions for company members, institutional shareholders of the company; authorization letter.

Service of setting up a company with 100% foreign capital in Ho Chi Minh City by Viet An Law Firm

• Consulting on the capital contribution ratio of foreign investors in Vietnam;
• Counseling 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;
• Consult about conditions, guide investors to prepare necessary documents to establish foreign-invested companies in the city. Ho Chi Minh;
• 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 (applying for an Investment Registration Certificate, Enterprise Registration Certificate, etc.). legal entity seal, seal sample announcement, post-establishment procedures, tax consulting services – accounting …