According to the provisions of the Investment Law 2020, the Enterprise Law 2020, Vietnam’s WTO Commitment and bilateral free trade agreements between Vietnam and countries in the region and around the world, foreigners are allowed to establish companies in Vietnam in most commercial services and business sectors. And to establish a 100% foreign-invested company in Vietnam, investors can follow the form of direct investment – establishing a new economic organization in Vietnam.
Note when foreigners set up a company in Vietnam:
- For each investment sector, there will be its own conditions on procedures, capital contribution ratio, investment capital, investment form.
- When establishing a company in Vietnam, foreigners must prove their financial capacity to be able to invest in Vietnam through confirmation of bank account balance.
The process of foreigners establishing companies in Vietnam in the form of axial investment.
Foreigners setting up companies in Vietnam need to take the following steps:
Step 1: Apply for investment registration certificate
Before carrying out procedures for granting investment registration certificates, investors shall declare online information about investment projects on the National Information System on foreign investment.
The investor’s dossier submitted to the investment registration authority includes:
- Written request for implementation of investment projects;
- Copies of foreign investors’ passports
- The proposed investment projectincludes the following main contents: investors or forms of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, progress of implementation, information on the current status of land use at the project implementation site and proposal of land use needs (if any), labor needs, proposals for investment incentives, impacts, socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) in accordance with the law on environmental protection.
In case the law on construction provides for the preparation of pre-feasibility study reports, investors may submit pre-feasibility study reports instead of investment project proposals;
- A copy of the certificate that the bank has a balance corresponding to the investment amount;
- In case the investment project does not request the State to assign land, lease land, allow the transfer of land use purposes, submit a copy of papers on land use rights: Real estate lease contract, red book; construction decisions or other documents proving the location of the project;
- Contents of explanation of technology used in investment projects for projects subject to appraisal and opinions on technology in accordance with the law on technology transfer;
- Other documents related to investment projects, requirements on conditions and capacity of investors in accordance with law (if any).
Time limit for processing dossiers:
Within 15 days from the date of receipt of the complete dossier, the investment registration agency shall issue the Investment Registration Certificate; in case of refusal, it is necessary to notify the investor in writing and clearly state the reason.
Competence to issue investment certificates
The Management Board of industrial parks, export processing zones, hi-tech parks, economic zones granted, adjusted and revoked investment registration certificates for investment projects in industrial parks, export processing zones, hi-tech parks, economic zones.
The Department of Planning and Investment shall grant, adjust and revoke investment registration certificates for investment projects outside industrial parks, export processing zones, hi-tech parks, economic zones and the following projects:
- Investment projects implemented in 02 or more provincial-level administrative units;
- Investment projects carried out in and out of industrial parks, export processing zones, hi-tech parks and economic zones;
- Investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where the Management Board of industrial parks, export processing zones, export processing zones, hi-tech parks, economic zones or not under the management of the Management Board of industrial parks, export processing zones, hi-tech parks, economic zone.
Step 2: Issue a business registration certificate
After obtaining the certificate of investment registration, investors need to prepare dossiers to establish a business. Depending on the type of company that the investor wants to establish the investor prepares the corresponding profiles. However, it is basically necessary to have the following basic documents:
- A written request to post the business’s intentions;
- Company charter;
- List of founding shareholders and shareholders who are foreign investors (if they are joint stock companies); List of members (if it is a two-member limited liability company);
- Certified copies of id cards or id cards or passports (if they are individuals); decisions on establishment, certificates of business registration or equivalent documents and id cards or identity cards or passports with written authorization for capital managers in Vietnam (if they are organizations);
- A copy of the certificate of identity card or id card or passport of the representative under the law of the joint venture company;
- Certified copy of the investment registration certificate has been issued;
Receiving agency: Department of Planning and Investment of province/ city.
Processing time for issuance of enterprise registration certificates: 03 working days from the date the investor submits a full valid dossier as prescribed.
Step 3: Announce the content of registration of 100% foreign-owned enterprises
After completing the procedures for registration of establishment of the company at the department of investment planning, the enterprise with 100% foreign capital must announce the contents of the enterprise registration. Information on business registration must be made public on the National Portal within 30 days from the date of issuance of the Enterprise Registration Certificate.
Step 4: Carve the company mark for 100% foreign-owned enterprises
This is the final step in the process of establishing a 100% foreign-owned company.
As above, Van Luat has provided you with the procedural order of the process of establishing a 100% foreign-invested enterprise in Vietnam. In the process of carrying out the procedure if there are any unknown concerns or problems, please contact the Van Luat immediately to receive detailed support and advice!