Set up a Macau invested company in Vietnam

With a wealth of experience in building and operating resorts, Macau possesses a treasure trove of extremely valuable knowledge and management skills. Meanwhile, Vietnam, with its abundant tourism potential, pristine beaches, rich cultural heritage and abundant human resources, is a potential market. The combination of Macau’s experience and Vietnam’s potential promises to create unique tourism products, meet the increasing demand of international tourists, and contribute to promoting the socio-economic development of both countries. Viet An Law would like to guide you through the procedures for establishing a Macau invested company in Vietnam through the article below.

Apply for an investment certificate to establish a Macau investment capital company in Vietnam

Dossier of application for an investment certificate

• 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

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.

Registration of establishment of Macau investment capital company in Vietnam

Dossier of application for Macau capital enterprise registration certificate

• 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 Macau investor has been completed above.

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

Duration: 03 – 06 working days.

Engraving the legal entity seal after having 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.

Open a Macau investment capital account in Vietnam and contribute capital

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 Thai capital contributed 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.

Establishment of a Macau owned company in Vietnam in the form of purchase of contributed capital or purchase of shares in Vietnamese enterprises

For convenience and speed, Macau investors can choose to invest in the form of capital contribution and purchase of shares in Vietnamese companies. Accordingly, the procedure is carried out as follows:

Step 1: Register to buy contributed capital, buy shares of a Vietnamese company

• In fact, because the procedure for establishing a Vietnamese company is much simpler, many investors in Macau have chosen to establish a Vietnamese company first and then carry out the procedures for buying contributed capital, buying shares of the Vietnamese company or also buying back the contributed capital, buy shares of existing Vietnamese companies.
• The investor submits the dossier at the Department of External Economics – Department of Planning and Investment where the economic organization is headquartered to carry out procedures for registering capital contribution, purchase of shares and capital contributions to the Company with 100% Vietnamese capital. The dossier includes the following documents:
  • 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.
• In case the capital contribution, purchase of shares or contributed capital of the foreign investor satisfies the conditions, the Department of Planning and Investment shall notify in writing within 15 days from the date of receipt of a complete dossier for the investor to carry out the procedures for changing shareholders. members in accordance with law. In case of failure to meet the conditions, the Department of Planning and Investment shall notify the investor in writing and clearly state the reason.

Step 2: Change the Certificate of Business Registration with additional information of foreign investors

• After obtaining the approval of the Investment Department – Department of Planning and Investment on the approval for foreign investors to contribute capital, purchase shares or contributed capital, the investor shall carry out the following procedures:
• Carry out procedures for changing shareholders and members on the Business Registration Certificate (Enterprise Registration Certificate) in accordance with the law at the Business Registration Office – Department of Planning and Investment.

To set up an FDI company in Vietnam, please contact Viet An Law for the best service!