Documents to establish a foreign invested company 2024 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 understood as 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

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

• Participation rate of foreign investors in startup funds of business organizations.
• Laws, resolutions of the National Assembly, regulations, resolutions of the National Assembly Standing Committee, resolutions of the Government and other conditions stipulated in international treaties signed by the Socialist Republic of Vietnam conclude.
• Conditions to ensure national defense and security in Vietnam.
• Land law and conditions for granting land use rights, regulations on land use conditions for islands, cities, districts, border cities, towns, districts and coastal towns.

3. Documents to establish a foreign invested company 2024

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

3.1 Documents to establish 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 objective, investment scope, investment capital source and capital mobilization plan, location, term, 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.
• 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

Pursuant to the provisions of Decree 01/2021 on business registration, depending on the type of business, 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 company’s legal representative, owner of a 1-member limited liability company, 2-member limited liability company, founding shareholder or more of the company. public companies, 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

Registration documents for capital contribution and share purchase in 2024:

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 in 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).

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 investment registration certificate

Drafting documents to apply for an investment certificate

Step 2: Apply for a business registration certificate

If the above points are theoretical, then visiting this is definitely the best part to put into practice. Before you move on to the more important step of submitting to a government agency, the first step is to prepare your documents.

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

Step 3: Announce the establishment of the company

Company declaration information will be posted on the National Business Registration Portal after the investor completes the procedures and is granted a Business Registration Certificate.

Step 4: Carve the seal

After receiving the Business Registration Certificate, procedures for seal engraving and seal management will be carried out according to the provisions of the Enterprise Law.

The Company has the right to decide the form, quantity and content of the symbol. The seal content must include the following information: 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 to raise funds and buy shares

Application for investment registration and share purchase

Economic organizations with foreign investors that want to introduce capital, buy shares or repurchase capital contributions must submit a series of registration documents to the Investment Registration Office where the business association is headquartered.

Authority to approve investment registration and share purchases

Business organizations receiving investment from foreign investors submit investment registration/share purchase documents at the headquarters of the business organization, which is the Department of Foreign Economic Relations – Department of Planning and Investment.

Now is the time to complete investment registration procedures and share purchase notification

Within 15 working days from the date of receipt of complete and valid documents according to regulations. A written notice of approval will be sent to the foreign investor and the business entity in which the foreign investor invests, purchases shares or invests.

Step 2: Change members/shareholders

Investors when contributing capital, buying shares, or capital contributions of economic organizations must comply with the conditions and procedures for changing members and shareholders according to the legal regulations of the organizations. economic organizations. as follows:
Authority to change partners and shareholders of the company

A business group receiving investment capital from a foreign investor must submit an application to register a change of members/shareholders to the Commercial Licensing Office under the Department of Planning and Investment where the business group is headquartered.

Step 3: Change the company’s legal representative

In case the investor changes members, shareholders, or changes the legal representative of the company, the procedure for changing the legal representative must be carried out.

Step 4: Declare and pay personal income tax for activities of buying and selling shares and capital contributions

For the transfer of capital to a limited liability company and the transfer of shares of foreign investors to a joint stock company, regardless of whether taxable income is generated or not, the transferor must declare declare to tax authorities.

5. Frequently asked questions about documents to establish a foreign-invested company

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

Have. However, foreign-invested companies only enjoy the same investment incentives as Vietnamese companies. To enjoy incentives, businesses must meet the conditions prescribed by Vietnamese law.

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

Similar to Vietnamese enterprises, foreign-invested enterprises must also pay property taxes as follows: VAT, license tax, corporate tax, import-export tax (if there are import-export activities).

5.3 When must the procedure for granting an investment registration certificate be carried out when establishing a foreign-invested company?

• Investment projects of foreign investors in Vietnam.
• Investment projects of business associations:
• Foreign investors hold 50% or more of the initial capital (business organizations with foreign investors) or the majority of partners are foreign individuals (partnerships in the case of business organizations). business).

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 a 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 và Ke toan Viet My has shared with you about the documents for establishing a foreign invested company 2024. If you have any questions or concerns, please call Viet My hotline: 0981345339 for direct answers.