2. What are the procedures and documents for establishing a foreign-invested company in Vietnam?

Documentation procedures for establishing a foreign-invested company in Vietnam are carried out through the following specific steps:

Step 1: Prepare valid documents for establishment of a foreign-invested company

* For individual investors:

• A certified copy of the identity card or identity card or passport of a foreign investor (In case, the passport of an overseas investor sent to Vietnam must be notarized and legalized at the Vietnamese diplomatic representative’s overseas agency);
• Confirmation of the investor’s bank account balance corresponding to the capital expected to be invested in Vietnam (If it is a foreign bank, it is confirmed that a certified copy of the consular legalization at the Vietnamese diplomatic representative body abroad);
• Lease contracts of the company’s head office and project implementation location, Certificate of lease rights of the lessor (Land Use Right Certificate, Construction License, Certificate of business registration having the function of the lessor’s real estate business or equivalent documents).

* For investors who are institutions:

• A copy of the Certificate of Incorporation or other equivalent document certifying the legal status of foreign investors (Copy must be notarized and legalized as consul at the Vietnamese diplomatic representative abroad);
• Copy of one of the following documents: investor’s last two-year financial statements; parent company’s financial assistance commitments; financial institutional financial assistance; investor’s financial capacity guarantees; Confirm investor’s bank account balance corresponding to the capital expected to be invested in Vietnam. (Notarized copies of consular legalization at the Vietnamese diplomatic representative abroad);
• Passport notarized by the legal representative of a foreign company (Copy must be notarized and legalized consular at the Vietnamese diplomatic representative agency abroad);
• Passport notarized by the legal representative of the company in Vietnam (If the representative is abroad, a copy of the passport must be notarized and legalized at the Vietnamese diplomatic representative abroad);
• Headquarters Lease, Certificate of Lease Right of Lease (Land Use Right Certificate, Construction License, Certificate of business registration with Lease’s real estate business function or equivalent);
• If a project uses technology, an explanation on the use of technology shall be accompanied by a prescribed project including the contents: technology name, technology origin, technology process diagram; main specifications, status of use of machinery, equipment and main technology lines.

Step 2: Submit application for Investment Registration Certificate

The dossier of the Investment Registration Certificate is as follows:

• Written requests for implementation of investment projects;
• A copy of the identity card/identification card or passport for an investor is an individual; a copy of the Certificate of Incorporation or other equivalent document certifying the legal status of the investor as an institution;
• The investment project proposal includes the following contents: investor implementing the project, investment target, scale of investment, investment capital and plan for mobilizing capital, location, duration, schedule of investment, labor demand, investment preference proposal and socio-economic performance assessment of the project;
• Copy of one of the following documents: Investor’s last two-year financial statements; commitment to financial assistance from the parent company; commitment to financial assistance by the financial institution; guarantee of the investor’s financial capacity; and documentation of the investor’s financial capacity;
• Propose land use needs; if the project does not request the State to allocate land, lease land, and permit land-use transfer, a copy of the lease agreement or other document certifying that such investor has the right to use the site to carry out the investment project;
• Explanation of the use of technology for investment projects using technology in the List of Technology Transfer Restricted Technology as stipulated by the law on technology transfer including: technology name, technology origin, technology process diagram; main specifications, use status of machines, major technology equipment and lines.

Step 3: Submit application for Business Registration Certificate

• Request for enterprise registration.
• Draft of the Enterprise Charter;
• List of members for a two-member limited company or list of founding shareholder components for a joint stock company;
• Valid copy of one of the personal certificate documents:

• For individuals: An identity card or passport or citizenship ID is still valid;
• For the organization: Certificate of enterprise registration for the organization and attached a personal certificate of the authorized representative of the organization.

• Deciding on capital contribution, the document shall assign authorized representatives to members of the company or shareholders of the company as organizations;
• Other types of documents in special circumstances;
• Contract for provision of legal services (contract of authorization to a third party).

Step 4: Carve the company’s seal (round grave)

• As soon as the Certificate of Enterprise Registration is issued and it is also the tax code of the company, the company will carry out the carving of the legal circle.
• Implementation period: within 1 day.
• Similar to capitalized companies in Vietnam, foreign-invested companies are responsible for carving their own seals and for using their own corporate seals. Therefore, the company does not have to publish the stamp model notice like before anymore.

Step 5: Open a direct investment capital account abroad

After being granted an Investment Certificate or Business Registration Certificate, a foreign-invested company must open an account with direct investment capital in foreign currency at a licensed bank to carry out the investment. Perform transactions such as legal revenue and expenditure in foreign currency related to foreign direct business investment activities in Vietnam.

Step 6: Make capital contributions according to the capital contribution commitment schedule in the Investment Certificate

• Foreign investors and Vietnamese investors in foreign-invested companies can make investment capital contributions in foreign currencies and Vietnamese dong according to the investor’s capital contribution in the Certificate of Registration of Investment in Foreign Direct Investment Account.
• The contribution of investment capital in money by foreign investors and Vietnamese investors in foreign-invested companies must be made through transfer to the direct investment capital account.
• The foreign direct investment capital account is also an account later when the profit-making business company approves it so that the investor transfers the earned profits paid to the overseas investor.

Step 7: Apply for business licenses and sub-licenses for some conditional business sectors

In the case of conditional business sectors, in addition to the fact that upon the implementation of the procedures for issuing an Investment Registration Certificate, investors are required to demonstrate the conditions for obtaining an Investment Certificate and an Enterprise Registration Certificate, A foreign-invested company needs to apply for a license that is eligible for operation.

After being issued an Investment Registration Certificate, during the operation of a foreign-invested company, it is required to make periodic, quarterly, first 6 months of the year and annual reports on the performance of such investment project. Currently, submitting the report of a foreign-invested company to the Department of Planning and Investment will be via the national electronic information website: https://dautunuocngoai.gov.vn .

The article on Luat va Ke toan Viet My has provided readers with information about “Documents for establishing a foreign invested company in Vietnam”. If you have any questions related to establishing a foreign-invested company, please contact us immediately for timely and quick answers.

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