To establish a company with 100% foreign capital, individuals, organizations, and foreign investors need to submit a complete and accurate set of documents to establish a company with 100% foreign capital to the competent authority. Therefore, it is necessary to understand what the documents to establish a company with 100% foreign capital includes to be able to carry out the procedure in the most convenient way. Please follow Viet My’s article below to better understand the documents for establishing a 100% foreign-owned company.

1. What is a 100% foreign-owned company?

A company with 100% foreign capital is understood as a company owned by foreign investors and established in Vietnam by foreign investors, will self-manage and must be responsible for the results of the process. business program. A company with 100% foreign capital is established based on the types of LLC or Joint Stock Company, has legal status according to Vietnamese law, is established and operates business from the date of approval. Competent authority to issue investment registration licenses.

2. Process of establishing a 100% foreign-owned company

The process of establishing a 100% foreign-owned company will be carried out according to the following steps:

Step 1: Register investment policy to establish a company with 100% foreign capital (If any)

Step 2: Apply for an investment registration certificate for projects invested and operated in Vietnam.

Step 3: Apply for a business registration certificate

2.1 Register investment policy to establish a company with 100% foreign capital

When foreign investors come to Vietnam to invest in implementing a project, they must apply for an Investment Registration Certificate. However, before applying for an Investment Registration Certificate, in some cases, foreign investors must register their investment policies under the authority of the Prime Minister or the People’s Committee. provincial level.

Only the following projects require foreign investors to register investment policies at the provincial level:

• The project is allocated or leased land by the State without going through auction, bidding or receiving transfer; Projects requiring change of land use purpose;
• The project uses technology on the List of technologies restricted from transfer according to regulations on technology transfer.

In case an investment policy decision from the Prime Minister is required:

In cases where a foreign investor’s project is in the fields of shipping business, telecommunications service business with network infrastructure, afforestation, journalism, publishing, or Establishing science & technology organizations, science & technology enterprises with 100% foreign capital. Accordingly, in case of establishing a company with 100% foreign capital related to the above issues, the investment policy must be registered with the Prime Minister according to the provisions of the Investment Law 2020.

In case an investment policy decision of the National Assembly is required:

• Nuclear power plants;
• Investment projects requiring conversion of land use purposes for special-use forests, upstream protection forests, and border protection forests of 50 hectares or more; protective forests to block wind and flying sand and protective forests to block waves and sea encroachment with an area of ​​500 hectares or more; Production forests have 1,000 hectares or more;
• Investment projects requiring immigration and resettlement of 20,000 people or more in mountainous areas, 50,000 people or more in other regions;
• Investment projects requiring immigration and resettlement of 20,000 people or more in mountainous areas, or 50,000 people or more in other areas.

If the projects do not use land (in other words, lease land directly from the state) and do not use technologies on the list of transfer restrictions, they will not have to perform step 1 above.

2.2 Apply for an Investment Registration Certificate for a company with 100% foreign capital

In the following cases, foreign investors must carry out procedures to apply for an Investment Registration Certificate

+ Investment projects of foreign investors;

+ Investment projects of the following economic organizations:

• There are foreign investors holding 50% or more of the company’s charter capital or the majority of the company’s general partners are foreign individuals when the economic organization is a partnership;
• There are economic organizations holding 50% or more of the charter capital;
• There are foreign investors and economic organizations holding 50% or more of the charter capital.

3. Documents to establish a company with 100% foreign capital

To establish a company with 100% foreign capital, it is necessary to fully prepare documents to establish a company with 100% foreign capital.The complete and detailed set of documents to establish a 100% foreign-owned company will include:

3.1 Application for registration of investment policy to establish a company with 100% foreign capital

Dossier for approval of investment policy of the Provincial People’s Committee includes:

• Written request to implement an investment project;
• For foreign investors who are individuals: Copy of ID card, ID card or passport
• For foreign investors who are organizations: copy of company establishment certificate or other equivalent document to confirm legal status;
• The investment project proposal includes the following contents: the investor will implement the project, investment project objectives, investment project scale, investment capital and capital mobilization plan, location. Investment point and term, investment implementation progress, labor resource needs, proposals for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copy of 1 of the following documents: Financial statements within the most recent 02 years of the investor; Commitment to financial support from the parent company; Commitment to financial support from financial institutions; Guarantee the financial capacity of investors; Documents intended to explain the investor’s financial capacity;
• Proposals on land use needs; In case the project does not request the State to allocate land, lease land or allow change of land use purpose, it is necessary to submit a copy of the project location lease agreement or other documents to confirm the foreign investor. Outsiders have the right to use this location to carry out investment projects;
• Explanation of technology use includes the following contents: name of technology used, origin of technology, diagram of technological process; Main technical parameters and usage status of machinery, equipment and lines of main technology for projects using technology on the List of technologies restricted from transfer
• BCC contract for projects invested in the form of BCC contract.

Dossier for approval of the Prime Minister’s investment policy includes:

• Documents such as investment policy registration of the Provincial People’s Committee Agency
• Plans for site clearance, immigration and resettlement (if any);
• Preliminary assessment of environmental impacts, solutions to protect the environment;
• Evaluate the impact and socio-economic efficiency of the project to be invested in.

Dossier for approval of the National Assembly’s investment policy includes:

• Plans for site clearance, immigration and resettlement (if any);
• Preliminary assessment of environmental impacts and solutions to protect the environment;
• Assess the socio-economic impact and effectiveness of the project;
• Proposal on specific mechanisms and policies (if any).

3.2 Application for issuance of Investment Registration Certificate for 100% foreign-owned company

Dossier for issuance of Investment Registration Certificate for 100% foreign-owned company includes:

• Written request for permission to implement an investment project;
• Document determining the investor’s legal status
• For foreign investors who are individuals: Copy of ID card, ID card or passport
• For foreign investors who are organizations: copy of company establishment certificate or other equivalent document to confirm legal status;
• The investment project proposal includes the following contents: the investor will implement the project, investment project objectives, investment project scale, investment capital and capital mobilization plan, location. Investment point and term, investment implementation progress, labor resource needs, proposals for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copy of 1 of the following documents: Financial statements within the most recent 02 years of the investor; Commitment to financial support from the parent company; Commitment to financial support from financial institutions; Guarantee the financial capacity of investors; Documents intended to explain the investor’s financial capacity;
• Proposals on land use needs; In case the project does not request the State to allocate land, lease land or allow change of land use purpose, it is necessary to submit a copy of the project location lease agreement or other documents to confirm the foreign investor. Outsiders have the right to use this location to carry out investment projects;
• Explanation of technology use includes the following contents: name of technology used, origin of technology, diagram of technological process; Main technical parameters and usage status of machinery, equipment and lines of main technology for projects using technology on the List of technologies restricted from transfer
• BCC contract for projects invested in the form of BCC contract.
• Application for a business registration certificate for a 100% foreign-owned company

3.3 Documents for establishing a company with 100% foreign capital

After obtaining the investment registration certificate, investors need to prepare documents to establish a 100% foreign-owned company.

Documents to establish a limited liability company with 100% foreign capital

• Application for business registration;
• Proposed charter of the company;
• List of all members;
• Copies of the following documents: Citizen identification card, ID card, passport or other legal personal identification documents of company members who are individuals;
• Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization document of the representative; Citizen identification card, ID card, passport or other legal personal identification documents of the authorized representative of the company member who is an organization;
• For company members that are foreign organizations, a copy of the Business Registration Certificate or other equivalent documents must be consularly legalized;
• Investment registration certificate for foreign investors according to the provisions of the Investment Law.

Documents for establishing a joint stock company with 100% foreign capital

• Application for business registration;
• Proposed charter of the company;
• List of founding shareholders and shareholders who are foreign investors (list of authorized representatives, if any);
  Copies of the following documents: Citizen identification card, ID card, passport or other legal personal identification documents of company members who are individuals;
• Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization document of the representative; Citizen identification card, ID card, passport or other legal personal identification documents of the authorized representative of the company member who is an organization;
• For company members that are foreign organizations, a copy of the Business Registration Certificate or other equivalent documents must be consularly legalized;
• Investment registration certificate for foreign investors according to the provisions of the Investment Law.

4. Where to submit documents to establish a 100% foreign-owned company?

Agency submits application for Investment Registration Certificate of 100% foreign-owned company at the investment registration agency:

• If the company locates its headquarters in an industrial park, it is the Industrial Park Management Board.
• If the company locates its headquarters outside the industrial park, it is the Department of Foreign Economic Relations under the Provincial Department of Planning and Investment.

Agency submitting application for business registration certificate of 100% foreign-owned company: Business registration agency under the Provincial Department of Planning and Investment.

5. Frequently asked questions about documents to establish a 100% foreign-owned company

5.1 Who has the right to establish a company with 100% foreign capital?

Foreign individuals and organizations are the subjects that have the right to establish companies with 1 – 100% foreign capital in Vietnam.
Priority is given to individuals and organizations from countries participating in WTO commitments because Vietnam belongs to this organization. Countries that are not WTO members will have to consult with ministries and branches for the purpose of investing in establishing 100% foreign-owned companies.

5.2 How long does it take to issue a certificate of investment registration for a company with 100% foreign capital?

For investment projects that are not subject to application for investment policy decision: 15 – 20 working days from the date of receiving complete documents. For investment projects subject to request for investment policy decision: 05 – 10 working days from the date of receiving the investment policy decision document.

5.3 How long does it take to issue a business registration certificate for a 100% foreign-owned company?

The time for issuing a business registration certificate for a 100% foreign-owned company is 05 working days from the date of receiving all valid documents.

5.4 What cases are considered 100% foreign-owned companies?

The following cases are called 100% foreign-owned companies: Foreign individuals invest 100% capital to establish a company in Vietnam; Foreign legal entities invest 100% capital to establish a subsidiary in Vietnam; Foreign individuals and legal entities invest 100% of capital to establish new legal entities in Vietnam.

5.5 How much is the fee for establishing a 100% foreign-owned company in Vietnam?

In fact, the fee for establishing a 100% foreign-owned company will depend on many factors. Factors that determine the cost of establishing a 100% foreign-owned company include: Type of company; Size of capital and scale of operations of the company; Industry and field of operation of the company; Investor nationality; CPC industry code; The investor’s legal status is an individual or a business.

Above is a detailed set of documents to establish a company with 100% foreign capital in 2024 of Viet My. If you have difficulty establishing an accounting service company or other related issues, contact VIET MY LAW AND ACCOUNTING.