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Vietnam Company Registration

Apply to companies with 1% to 100% foreign investment

Procedures for the registration of a foreign-invested company in 2019 continue to be applied on the basis of the provisions of the Investment Law 2014 and the Enterprise Law 2014 and relevant guiding documents.

Steps to implement procedures for registering foreign invested companies:

  1. Investment registration certificate
  2. Business registration certificate,
  3. Business license for a company that directly sells goods to consumers, a license to set up a retail establishment or a specialized license of the Ministry according to specific areas of operation such as: Training, Travel , Auditing, Legal, Health ….

Foreign-invested companies contribute from 1% – 100% right after the establishment of the company;

Other cases:

 Register to establish a foreign-invested company only needs to issue a business registration certificate and a business license, not an investment certificate:

Foreign-invested companies doing business in the field of import and export and distribution (commercial), when foreign investors buy the contributed capital of the company accounts for 1% -100% of charter capital only granted Business Registration Certificate and Business License.

Register to establish a foreign-invested company only needs to issue a business registration certificate and a business license, not an investment certificate:

Foreign-invested companies doing business in the field of import, export and retail distribution of goods to consumers or setting up retail outlets outside the head office, when foreign investors purchase capital contribution of the company accounts for 1% -100% of the charter capital, only the business registration certificate and business license are required.

Register to establish foreign-invested company operating in the field of trade (implementing the right of import, export and distribution), it is necessary to apply for a business license for the activities of purchasing and selling goods with foreign elements.

  • Economic organizations having retail establishments in Vietnam, after receiving contributed capital to become economic organizations with foreign investment or BCC contractual investment under one of the following cases, they must do process apply for a business license, license to set up a retail establishment:

Firstly, an economic organization with foreign owned capital or a majority of partners who are foreign individuals for an economic organization is a partnership; holding 51% or more of charter capital;

Secondly, there are foreign investors and economic organizations that are partnerships where majority of partners are foreign individuals holding 51% or more of the charter capital.

Records of customers need to prepare when registering a foreign-invested company in Vietnam in 2019:

For investors being individuals (contributed by foreign individuals to set up companies in Vietnam).

  • A copy of the identity card, ID card or passport for the individual investor (a certified copy of a notarized and legalized consulate at Vietnamese diplomatic representative agency in a foreign country);
  • Confirm the bank account balance of investors corresponding to the expected investment capital in Vietnam (If it is a foreign bank, it is necessary to provide notarized and legalized copies of consular offices at Vietnamese diplomatic representative agency in foreign countries);
  • Head office lease contract, proof of lease right of the lessor (Land use right certificate, construction license, business registration certificate with the party’s real estate business function rent or equivalent papers).

For investors being organizations (invested by foreign-based companies to contribute capital or invest capital to set up companies in Vietnam).

  • A copy of the Certificate of Establishment or other equivalent document confirming the legal status for the investor being an organization (Notarized copy, legalized consular at Vietnamese diplomatic representative in foreign countries );
  • A copy of one of the following documents: financial statements for the last 2 years of investors; commitment to financial support of the parent company; commitment to financial support of financial institutions; guarantee of financial capacity of investors; Confirm the investor’s bank account balance corresponding to the expected investment capital in Vietnam. (Notarized copy, legalized consular at Vietnamese diplomatic representative agency in foreign countries);
  • Charter of a foreign company (Notarized copy, legalized consular at Vietnamese diplomatic representative agency in a foreign country);
  • Head office lease contract, proof of lease right of the lessor (Land use right certificate, construction license, business registration certificate with the party’s real estate business function rent or equivalent papers).
  • If the project uses technology, it must attach an explanation of the use of technology to the prescribed project, including: technology name, technology origin, technological process diagram; Main specifications, usage status of machinery, equipment and main technology lines;

Step 1: Application file for investment certificate to register a foreign invested company includes:

  • Written request for investment project implementation;
  • Copy of identity card / ID card or passport for individual investors; a copy of an Establishment Certificate or other equivalent document confirming the legal status of an investor being an organization;
  • Proposing investment projects including the following contents: investors implementing projects, investment objectives, investment scale, investment capital and plans on capital mobilization, locations, early dates and schedule investment, demand for labor, proposals for investment incentives, assess the impact and socio-economic efficiency of the project;
  • A copy of one of the following documents: Financial statements for the last 2 years of investors; commitment to financial support of the parent company; commitment to financial support of financial institutions; guarantee of financial capacity of investors; Notes on financial capacity of investors;
  • Proposing demand for land use; In case the project does not ask the State to allocate land, lease land or permit the change of land use purpose, then submit a copy of the location lease agreement or other documents certifying that the investor has the right to use the location for real existing investment projects;
  • Explanation on the use of technology for investment projects for projects using technologies on the list of technologies subject to transfer restriction under the provisions of the technology transfer law, including the following contents: technology name, technology origin, technological process diagram; Main specifications, usage status of machinery, equipment and main technology lines;
  • BCC contract for investment projects in the form of BCC contract.

Competence to issue investment certificates to establish foreign invested companies:

  • The Department of Planning and Investment receives, grants, adjusts and withdraws Investment Registration Certificates for the following investment projects:
  • Investment projects outside industrial zones, manufacturing area, high-tech zones and economic zones;
  • Investment project for industrial zone infrastructure development, manufacturing area, high-tech zones and investment projects in industrial zone infrastructure development, manufacturing area, high-tech zones where have not yet been established Management Boards in industrial zones, manufacturing area, high-tech zones
  • Management Boards of industrial zones, manufacturing area, high-tech zones and economic zones; receive, issue, adjust and withdraw investment registration certificates for investment projects in industrial zones, manufacturing area, high-tech zones and economic zones including:
  • Investment projects to develop infrastructure of industrial zones, manufacturing area, high-tech zones;
  • Investment projects implemented in industrial zones, manufacturing area, high-tech zones and economic zones;
  • The Department of Planning and Investment where the investor places or plans to set up its head office or executive office to implement the investment project to receive, issue, adjust and withdraw the Investment Registration Certificate for the following investment projects:
  • Investment projects implemented in many provinces and cities directly under the Center;
  • Investment projects are implemented simultaneously in and outside industrial zones, manufacturing area, high-tech zones and economic zones;

Step 2: Apply for Business Registration Certificate

  • Competence to issue Business Registration Certificate and to announce the legal entity seal of the enterprise: Department of Planning and Investment where the investor locates its head office.
  • Completion time: from 06-08 working days.

Step 3: Apply for a Business License for a company that operates in retail sales or establish a retail outlet

  • Competence to grant Business Licenses to companies in the field of trade (implementing import, export rights and distribution) and Licenses for establishment of retail establishments issued by the Department of Industry and Trade or Specialized Licenses issued by those specialized ministries.
  • Completion time: 30-45 working days.

Services of establishing foreign invested companies of Viet An Law Firm:

  • Advising on the capital contribution ratio of foreign investors in Vietnam;
  • Advising on selecting the appropriate type of company for investors: limited liability companies or joint stock companies, head office addresses, capital, business lines, opening capital transfer accounts, capital contribution periods;
  • Advise on conditions, guide investors to prepare necessary documents to establish foreign-invested companies;
  • Consulting, drafting documents to set up companies for investors;
  • Representatives of investors work with competent Vietnamese authorities in the process of implementing procedures for the establishment of companies for investors. Apply for investment registration certificate, business registration certificate, business license, license according to specialized requirements, legal entity seal, announcement of seal form, procedures after the establishment of the company … ;
  • Comprehensive, regular advice, tax accounting and legal services package of activities arising in the process of conducting business in Vietnam for investors.

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