It can be seen that Vietnam is one of the potential markets where many foreign individuals and organizations plan to establish companies. There have been many foreign individuals and organizations who want to establish companies in Vietnam but do not understand the regulations on how to establish a company? So, can foreigners establish company in Vietnam? This is a question sent to us by many foreigners who want to establish a company in Vietnam. To answer questions about this issue, please follow Viet My’s article below

1. Can foreigners establish company in Vietnam?

According to the provisions of Clause 1, Article 17 of the Enterprise Law 2020, all individuals and organizations have the right to establish a company in Vietnam, except for the cases specified in Clause 2 of this Article.

Individuals with foreign nationality or organizations established under foreign laws have the full right to open companies in Vietnam and are considered foreign investors.

According to Article 22 of the Investment Law 2020, regulations on investment in establishing economic organizations in Vietnam, foreign investors will be allowed to open companies in Vietnam but must meet market access conditions for investors. foreign investment according to regulations.

To establish a company in Vietnam, foreign investors need to have an investment project, then carry out procedures for granting and adjusting the Investment Registration Certificate before establishment.

And since issuing an Enterprise Registration Certificate or other documents of equivalent legal validity, the company established by a foreign investor shall carry out the investment project at the Investment Registration Certificate.

2. Must foreigners establishing company in Vietnam have an investment registration certificate?

Pursuant to Clause 1, Article 22 of the 2020 Investment Law, foreign investors shall establish economic organizations in accordance with the following provisions:

– Foreign investors must meet market access requirements for foreign investors as stipulated in Article 9 of the 2020 Investment Law;

– Before establishing an economic institution, foreign investors must have an investment project, then perform procedures to issue and adjust an Investment Registration Certificate, unless they will establish an innovative small and medium-sized company and an investment fund to start an innovative business in accordance with the law on supporting small and medium-sized enterprises.

Thus, when foreigners want to establish a company in Vietnam, they must apply for an Investment Registration Certificate, except in the case of establishing an innovative small and medium-sized company and an investment fund for creative start-ups.

3. Conditions for foreigners establish company in Vietnam

When organizing or organizing a company in Vietnam, foreign individuals need to pay attention to the following conditions:

– For each different area of business investment, there will be different procedural conditions, capital contribution rates, and documents to be prepared.

– When establishing a company in Vietnam, foreigners must demonstrate their financial capacity so that they can invest in Vietnam through confirmation of the balance in their bank accounts as stipulated.

– Financial capacity to carry out the project: foreigners establishing a company in Vietnam must demonstrate their financial ability through preparation: Confirm the balance in the bank account and the passbook that carries the investor’s name with the corresponding amount when establishing the company in Vietnam.

– When establishing a company in Vietnam, foreigners must ensure that there is a place to implement the project in accordance with the regulations: having a lease contract in Vietnam to register as headquarters when establishing the company. When renting a high-rise building that includes commercial business functions, it is necessary to provide about the lease contract of the headquarters with commercial business functions.

4. What are the documents to prepare when establishing a company for foreigners?

According to regulations, preparing documents to carry out company registration procedures is the first thing that needs to be completed to proceed with further procedures when foreigners want to establish a company in Vietnam.

4.1 Application for Investment Registration Certificate

Foreign individuals and organizations that want to establish a company in Vietnam will need to apply for an Investment License. Procedures to apply for an Investment License include:

– Application for issuance of Investment License.

– Identity card, passport, citizen identification card accompanied by documents to verify legal status with consular confirmation.

– Report on the financial capacity of foreign individuals and organizations wanting to establish a company in Vietnam. The content of the report must clearly show the source of investment capital that the foreigner will use to invest and that the investor has enough financial capacity to do so. Foreign investors can submit the following 2 types of documents to prove their ability and financial capacity: Financial statements (for foreign investors who are legal entities) and Confirmation of account balance Bank (for foreign investors who are individuals)

– Proposal on current investment projects.

– Proposal on land use needs if the company uses leased land in Vietnam.

Then submit the application to the Department of Planning and Investment to receive an Investment License after 15 days.

4.2 Application for business registration certificate

After granting the Investment Registration License, it is necessary to prepare documents to register to establish a foreign-invested company.

Specific records include:

– Application for issuance of Business Registration Certificate to establish a company

– List of members participating in the establishment of the company

– Draft of the Company charter corresponding to the type of business that the foreigner intends to establish. The draft of the company charter must ensure full signatures of: Legal representative, founding shareholders or authorized representatives of founding shareholders for the establishment of the company. joint stock company. Or the legal representative, the company’s owner, the company’s members or the authorized representative for the establishment of a limited liability company.

– Document confirming the legal status of the foreigner establishing the company in Vietnam:

* For foreign investors who are legal entities:

– If a foreigner wants to establish a company in Vietnam in the form of a 2-member LLC, Joint Stock Company and Partnership company, they need to prepare a valid copy of the Decision to establish the company, certificate of registration. business or other equivalent legal documents.

– If establishing a one-member LLC, you need to prepare a valid copy of the Establishment Decision, business registration certificate and Charter of the company owner.

* For individuals:

– Valid copy of one of the following personal identification documents: ID card, citizen identification card, valid passport or other valid personal identification legal documents

– Authorization decision (if authorized to represent another person) for institutional investors; Attached is a valid, notarized copy of the personal identification documents of the authorized representative.

– If the company uses state capital, there must be a written approval of the use of state capital for investment from a competent state agency.

– Joint venture contract for the form of investment in establishing a joint venture economic organization between foreign investors and domestic investors.

– In addition, foreigners who want to establish a company in Vietnam need to provide additional information: Documents on the qualifications and experience of the foreigner establishing the company and documents proving the legal right to use the public headquarters. company (legal house/office rental contract).

Enterprises submit documents to the Business Registration Office at the Department of Planning and Investment. The Department of Planning and Investment will review and issue a business registration license to the company after 3-6 days if the application is valid.

5. What problems do foreigners encounter when establishing a company in Vietnam?

5.1 What do foreigners need to prepare when establishing a company in Vietnam?

According to the Investment Law 2020, foreigners establishing companies in Vietnam need to prepare the following documents and papers: Legal personal passport; Confirm the bank account has a balance corresponding to the investment capital in Vietnam; Documents on location for project implementation.

5.2 Does it take a long time for foreigners to establish a company in Vietnam?

According to the provisions of the Investment Law 2020 and the Enterprise Law 2020, the time for foreigners to establish a company in Vietnam is about 20 – 25 working days.

5.3 How much capital do foreigners need to establish a company in Vietnam?

Vietnamese law does not have regulations on minimum investment capital for foreigners when planning to establish a company in Vietnam. However, foreigners when establishing a company in Vietnam need to prepare an appropriate amount of investment capital to be able to operate the project in Vietnam.

5.4 What types of documents will foreigners be issued when establishing a company in Vietnam?

When foreigners establish a company in Vietnam, they will be issued a Certificate of Business Establishment for the economic organization implementing the project and an Investment Registration Certificate for the project.

5.5 Are foreign individuals considered foreign investors?

In Clause 19, Article 3 of the Investment Law 2020, regulations on foreign investors include foreign individuals and foreign organizations making business investments in Vietnam. Therefore, foreign individuals can establish a company in Vietnam without establishing an organization.

Above is an article answering questions about foreigners establishing companies in Vietnam by Viet My. If you have difficulty establishing a company as a foreigner or other related issues, please contact VIET MY LAW AND ACCOUNTING.