Set up a foreign capital company in Vietnam

According to the provisions of  the Enterprise Law 2020 and  the Law on Investment 2020, foreign investors who want to set up a  foreign capital enterprise in Vietnam must apply for an Investment Registration Certificate and an Enterprise Registration Certificate.

Dossier to issue Investment Registration Certificate of foreign capital company

• A written request for implementation of an investment project;
• Documents on the legal status of the investor: a copy of the identity card or identity card or passport (if an individual); a copy of the certificate of incorporation or equivalent document and the passport of the capital manager (if it is an organization);
• An investment project proposal includes the following contents: investors implementing the project, objectives, scale and investment capital, capital mobilization plan, location, duration, investment progress, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project;
• Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; other documents proving the financial capacity of the investor;
• An investment project proposal includes the following principal contents: investor or investor selection form, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation progress, information on the current status of land use at the project site and land use demand proposal (if any), demand for labor, proposal for investment incentives, impacts, socio-economic efficiency of the project, preliminary environmental impact assessment (if any) in accordance with the law on environmental protection.

Where the law on construction provides for the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal;

• In case the investment project does not request the State to allocate land, lease land, permit change of land use purpose, submit copies of land use right papers or other documents determining the right to use the location for the implementation of the investment project;
• Contents of explanation of technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies in accordance with the law on technology transfer;
• Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Dossier to issue of the Business Registration Certificate

Depending on the type of company that the investor wants to set up, the investor prepares the corresponding documents. However, the following basic documents are basically required:

• Application for registration of the enterprise;
• The company’s charter;
• List of founding shareholders and shareholders being foreign investors (if they are joint-stock company); List of members (if it is a two-member limited liability company);
• Certified copy of identity card or citizen identification card or passport (if an individual); establishment decision, enterprise registration certificate or equivalent document and citizen identity card or identity card or passport with written authorization for the capital manager in Vietnam (if it is an organization);
• A certified copy of the granted Investment Registration Certificate;
• Power of attorney for Viet An Law Firm;

Note: Documents issued by overseas competent agencies to be recognized and used in Vietnam must be consular legalized, translated and notarized into Vietnamese according to the provisions of Decree 111/2011/ND-CP on consular certification and legalization, types of documents,  foreign documents (including passports of foreigners).

Some questions related to the dossier to set up a foreign capital company

Do investors have to be present in Vietnam to apply?

Investors are not required to be present in Vietnam during the application period. Through authorization, Viet An can assist investors in preparing documents, submitting, tracking and receiving results.

Can documents issued by overseas authorities be notarized and consular legalized in Vietnam?

Depending on the scope of authorization, diplomatic missions abroad may authenticate documents and papers abroad. Investors should contact their country’s diplomatic missions directly for more information.

Which language to use in the dossier ?

• Dossiers of implementation of investment procedures, documents and reports sent to competent state agencies shall be made in Vietnamese.
• In case the dossier of implementation of investment procedures contains documents in a foreign language, the investor must have a Vietnamese translation together with documents in a foreign language.
• In case papers and documents in the dossier of implementation of investment procedures are made in Vietnamese and foreign languages, the Vietnamese version shall be used to carry out investment procedures.
• The investor is responsible in case there is a discrepancy between the translated content or the original copy and in case there is a difference between the Vietnamese version and the foreign version.

Services of setting up foreign capital company of Viet An Law Firm

• Advising on conditions for setting up a foreign capital company: capital contribution ratio of foreign investors in Vietnam; business conditions for trades; project implementation location; note the procedures before and after the establishment of a foreign capital company;
• Advising on choosing the right type of company for investors: Limited company or joint stock company;
• Advising on opening a capital transfer account, capital contribution duration;
• Consulting and guiding investors to prepare necessary documents to set up a foreign capital company;
• Advising and drafting company establishment documents for investors;
• Representing investors to work with competent state agencies of Vietnam in the process of carrying out company establishment procedures for investors (Application for Investment Registration Certificate, Business Registration Certificate, Business License,  License according to specialized requirements,  make legal entity seals, announce seal samples, procedures after company establishment,…;
• Comprehensive, regular consultancy, accounting services, tax law package of activities arising in the process of conducting business in Vietnam for investors.