Documents for establishing a foreign-invested company are necessary and extremely important in the process of implementing procedures for establishing a foreign-invested company. You are a foreign investor or partner who is learning about procedures for establishing a foreign company in Vietnam. You want to invest in business in the Vietnamese market but don’t know where to start? Wondering about the procedures to establish a foreign company? Let’s find the answer with Viet My in the following analysis based on our practical experience!

1. What is the meaning of a foreign-invested company?

Although the Investment Law 2020 does not stipulate the definition of a foreign-invested enterprise, a foreign-invested enterprise is understood as follows: A foreign-invested company is a company established under the law. Vietnamese law established by an investor in a foreign individual or organization or holding shares and investing in the operating activities of that company.

2. Conditions for establishing a foreign-invested company

To participate in establishing an economic organization, foreign investors must meet the following requirements:

Market access conditions for foreign investors in the list of industries and occupations for foreign investors include:

• Participation rate of foreign investors in start-up funds of enterprise organizations.
• Laws, resolutions of the National Assembly, regulations, resolutions of the Standing Committee of the National Assembly, resolutions of the Government and other conditions are stipulated in the international treaty signed by the Socialist Republic of Vietnam.
• Conditions for ensuring national defense and security in Vietnam.
• Law on land use rights and conditions, regulations on land use conditions for islands, cities, districts, border cities, towns, districts and coastal towns.

3. Documents to establish a foreign invested company

The following are documents for establishing foreign-invested companies for two different types of investment.

3.1 Documents for establishing a foreign-invested company for the form of establishing an economic organization

a. Application for Investment Certificate in 2024

For projects subject to investment policy decision, the investor submits a document approving the investment policy.

The Department of Planning and Investment shall issue Investment Registration Certificates to foreign investors within 05 working days from the date of receiving the investment policy decision.

For projects not subject to investment policy decisions, investors need to prepare the following documents:

• Investment project registration document (According to form);
  Identity card, copy of identity card or passport for individual investors. Copy of the company charter or other equivalent document proving the legal status of the investor as an organization.
• Investment project proposal includes: Investor implementing the project, investment objectives, investment scope, investment capital source and capital mobilization plan, location, deadline, investment progress, requirements Labor demand, investment incentives, investment proposals, socio-economic conditions, project impact, effectiveness assessment. For implemented investment projects, instead of a project proposal, submit a report on the implementation of the investment project from the time of implementation to the time of applying for an Investment Registration Certificate.
• Copy of one of the following documents: Annual accounts of the investor for the past two years, commitment to financial support of the parent company; Commitment to financial support from financial institutions. Ensure the investor’s financial capacity. A document that describes an investor’s financial capabilities.
• Proposed land use requirements for projects applying for land grant, land lease or land use conversion permit from the state. In case the project is not subject to request from the State to allocate land, lease land, or allow change of land use purpose, submit a copy of the location lease contract or documents proving that the investor has the right to use the location to Carry out other documents. current investment projects;
• Explanation on the use of technology in projects using technology on the List of technologies prohibited from transfer according to the provisions of the Law on Technology Transfer, including: Technology name, technology origin, industrial process diagram turmeric. Main technical parameters, uses of main machines, equipment, and technical lines.

b. Application for Business Registration Certificate in 2024

Based on the provisions of Decree 01/2021 on enterprise registration, according to the type of enterprise, company records must be prepared including:

• Application for company establishment;
• Drafting company charter according to company type (1-member LLC, LLC with 2 or more members, joint stock company) based on the Enterprise Law 2020
• List of members (for limited liability companies with two or more members, list of founding shareholders for public companies).
• Notarized copy of personal authentication (ID card/CCCD/passport) of the legal representative of the company, owner of LLC 1, member of LLC 2. Members, founding shareholders or more up of public companies and agents.
• Investment registration certificate if the investor/founding shareholder is a foreigner or a foreign company.
• Business registration certificate, Power of attorney (if any) of the representative recorded on the contributed capital/shares of the sponsoring organization.

3.2 Documents for establishing a foreign-invested company in the form of capital contribution and share purchase of Vietnamese companies

Economic organizations with foreign investors that want to introduce capital, buy shares, or contribute capital must submit 01 set of registration documents to the investment registration office where the business association is headquartered. Your profile includes:

• Written registration for capital contribution, share purchase, capital contribution purchase;
• Copies of legal documents of individuals and organizations mobilizing capital, purchasing shares, purchasing capital contributions (investors) and business organizations with foreign investors mobilizing capital, purchasing shares, purchasing capital contributions contribute.
• Document of principle agreement between the foreign investor and the economic organization to which the foreign investor has a capital contribution regarding investment, share purchase, capital contribution purchase or investment between the foreign investor and the foreign investor. shareholders or members of that economic organization; Written agreement to purchase shares or capital contribution.
• Copy of the certificate of real estate use rights of the economic organization to which the foreign investor contributes capital, buys shares, or repurchases capital contributions (if the island, commune, or town has a certificate of land use rights ), border cities, coastal urban areas, districts and towns; other fields affecting national defense and security).

Readers can refer to details about the establishment documents of various types of businesses in Vietnam through the article “What do company establishment documents include” by Viet My!

4. Process for establishing a foreign invested company in 2024

The following is the establishment process of two types of foreign-invested investment in 2024

4.1 For foreign investors to establish economic organizations

Step 1: Apply for an investment registration certificate

Preparation of investment certificate application file

Step 2: Obtain a Certificate of Business Registration

If these points are theoretical, then access to this is definitely the best part to put into practice. Before you move on to a more important step than submitting to a government agency, the first step is to prepare your papers.

According to Decree 01/2021/ND-CP on company registration, company records must be prepared according to the type of company.

Step 3: Announcement of establishment of company

The company declaration information will be posted on the National Portal for Enterprise Registration after the investor completes the procedures and is issued a Certificate of Enterprise Registration.

Step 4: Carve a seal

After receiving the Certificate of Enterprise Registration, the procedures for stamp carving and management of the seal shall be carried out in accordance with the Enterprise Law.

The company has the right to decide the form, quantity and content of the symbol. The content of the seal must include the following information: the company name, company code where the head office is located;

4.2 For the form of investors contributing capital and buying shares in Vietnamese companies

Step 1: Register for fundraising and share purchase

Dossiers of registration of investment and purchase of shares

To ̂ businesses with foreign investors who want to introduce capital, buy shares or buy back capital must submit a series of applications to the Investment Registration Office where the business association is located.

Authority to approve investment registration and purchase of shares

Enterprise organizations receiving investment from foreign investors submitting investment registration/acquisition documents for shares at the head office of the enterprise organization, the Department of Planning and Investment.

Now it’s time to complete the investment registration and announcement.

Within 15 working days from the date of receipt of all valid dossiers as stipulated. A written notice of approval shall be sent to the foreign investor and the business entity in which the foreign investor invests, acquires shares or invests.

Step 2: Member/shareholder change

Investors must comply with conditions and procedures for changing members and shareholders in accordance with the laws of organizations when making capital contributions, purchasing shares, and capital contributions of economic organizations. economic organization. as follows:
Authority to change partners and shareholders of a company

The business group that receives investment capital from foreign investors must submit the application for change of members/shareholders to the Commercial Licensing Division of the Department of Planning and Investment where the business group is located.

Step 3: Changing the legal representative of the company

If an investor changes its members and shareholders or changes its legal representative, the procedures for changing its legal representative must be implemented.

Step 4: Declare to pay the TCN tax on the purchase and sale of shares and capital contribution.

For the transfer of capital to a limited liability company and the transfer of foreign investors’ shares to a joint stock company, irrespective of whether or not taxable income occurs, the transferor must declare to the tax authority.

5. Frequently asked questions about documents for establishing a foreign-invested company

5.1 Currently, when establishing a company with foreign investment capital, are there investment incentives?

Yes. However, foreign-invested companies are only entitled to the same investment incentives as Vietnamese companies. To receive incentives, enterprises must meet the conditions stipulated by Vietnamese law.

5.2 What taxes must be paid for establishing a foreign-invested company?

Similar to Vietnamese enterprises, foreign-invested enterprises are also required to pay property taxes as follows: Value Added Tax, Subject Tax, Enterprise Tax, Export-Import Tax (if there is import-export activity).

5.3 When is the procedure to issue an investment registration certificate at the time of establishment of a foreign-invested company?

• Investment projects of foreign investors in Vietnam.
• Investment projects of the business association:
• Foreign investors hold 50% or more of their original capital (business organizations with foreign investors) or a majority of their partners are foreign individuals (corporate companies in the case of business organizations).

5.4 What do you need to prepare when performing Viet My’s foreign-invested company establishment service?

All you have to do is provide us with notarized copies of ID/CCCD/passport of everyone you are sponsoring. Viet My will prepare the remaining documents.

5.5 How long does Viet My’s full service of establishing a foreign-invested company take?

It only takes 3-5 working days. It takes one day to prepare the documents, present them to customers to sign and submit them to the Department of Planning and Investment. The Department of Planning and Investment will review the application and issue a certificate within 3 days.

Above are the things that LUAT VA KE TOAN VIET MY has shared with you about the documents for establishing a foreign invested company. If you have any questions or concerns, please call Viet My hotline: 0981345339 for direct answers.

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