In terms of economic integration, Vietnam is one of the most active countries in participating in and negotiating multilateral and bilateral free trade agreements. The benefit of signing and joining these free trade agreements is that the economy is increasingly open, removing barriers for businesses and traders, and especially the opportunity to attract capital. foreign investors entering Vietnam. Therefore, the law governing the establishment of foreign companies in Vietnam will include the free trade agreements that Vietnam has signed and the national laws of Vietnam. Hereby this article, Viet An Law will introduce an application for making a preliminary guide to foreign businesses that can set up a foreign-invested joint-stock company in Vietnam.
Legal basis for the establishment of a joint-stock company with foreign investment in Vietnam
- WTO commitments, bilateral and multilateral free trade agreements between Vietnam and other countries;
- The Law on Investment 2020 and implementation guidlines;
- The Law on Enterprise ]2020 and implementation guidlines;
- Specialized legal documents related to the investment sector.
Determine the conditions for foreign investors to invest in Vietnam
- Determine the investor’s nationality. If the investor is a citizen from countries to which Vietnam has signed international treaties, this will bring investment incentives to investors;
- Determine the fields of investment in which the investor intends to establish a joint-stock company, and depending on the industry, the investor can establish an enterprise or a joint venture with a Vietnamese partner. For example, in advertising services, foreign investors must enter into a joint venture with a Vietnamese enterprise or through a business cooperation contract to provide services to Vietnam.
- Apply for an investment certificate or apply for Investment Policy Approval from the Provincial People’s Committee, National Assembly, or Prime Minister.
Dossier to set up a joint-stock company with foreign investment in Vietnam
Investors wishing to execute an investment project shall prepare components of the dossier and general documents regardless of the competence to grant investment policy decisions. The general composition of the profile includes:
| No. |
File name |
Amount |
Notarization in foreign countries |
Request for consular legalization |
Implement in Vietnam |
| 1. |
Certificate of establishment / Business license for institutional investor
Passport / identity card for investors
|
02 |
Have |
Have |
Translated into Vietnamese, Notarized |
| 2. |
Audited financial statements for the last 2 years of the investor; or the parent company’s financial support commitment; or a financial institution’s commitment to financial assistance; or guarantee for the investor’s financial capacity; or Confirm the investor’s bank account balance relative to the intended capital to invest in Vietnam. |
01 |
Have |
Is not |
Translated into Vietnamese, Notarized |
| 3. |
Passport / ID card notarized representative of company law in Vietnam |
02 |
Have |
Have |
Translations into Vietnamese, Noterized |
| 4. |
Office lease contract, Document proving the lessor’s right to lease in Vietnam (Land use right certificate, Construction permit, Enterprise registration certificate with real estate business function of lessor or equivalent documents ) |
01 |
|
|
Notarized |
| 5. |
Legal investors need to provide:
– Passport of investor ‘s legal representative . |
01 |
Have |
Have |
Translated into Vietnamese, Notarized
|
In addition, the application for the establishment of a joint stock company with foreign investment capital also includes the following legal documents:
- An application to register a joint-stock company (form I-4 Appendix Circular 01/2019/TT-BKHDT);
- Enterprise’s charter;
- List of founding shareholders (According to Form I-7 of Circular 02/2019 / TT-BKHDT) ;
- Citizen identity card / identification card / passport of a shareholder ;
- Investment Registration Certificates;
- Enterprise Registration Certificate/certificate of business registration with members being organizations, together with personal identification papers, authorization decision of the authorized representative of the organization;
- Capital contribution decisions of members being organizations;
- Other documents in special cases;
- Power of attorney for Viet An Law Firm to establish an enterprise
The establishment of a joint-stock company with foreign investment in Vietnam by Viet An Law Firm
- Advising and assisting investors in finding and renting offices, factories, and land with competent state agencies in Vietnam;
- Consulting and assisting clients on conditions related to the business lines that investors want to invest in.
- Drafting and preparing documents for investors;
- Working on behalf of investors with state agencies.
- Receive results from customers’ records.
- Vietnam Security Law conducts advisory support to clients the following activities as established companies in Vietnam as well as after the procedure for granting registration certificates of investment.
- Consulting and assisting investors in procedures for land, site clearance, factory construction, construction permits, environmental impact assessment, fire protection permits, qualified permits business.
- Comprehensive consultation on the provisions of labor law, tax, finance, foreign currency transfer, capital contribution …
Viet An Law Firm is the leading law firm in Vietnam for set up a company in Vietnam, tax consultancy & Vietnam intellectual property such as trademark registration, Trademark renewals & copyright registration in Vietnam.
