Are you planning to establish a company with foreign investment? Viet My is a reliable address for you to realize this potential business idea. We provide professional and comprehensive Establish a foreign-invested company services. With support from a team of experienced lawyers and experts, we will help you overcome all legal procedures, ensure regulatory compliance and save significant time. Coming to Viet My, you will receive dedicated advice and unique solutions, helping your company succeed in a competitive business environment.

1. Consultation on matters concerning the establishment of a foreign-invested company

1.1. Subjects of application

Foreign investors must perform procedures and conditions for issuing investment certificates when establishing a foreign-invested company including:

• Companies in which 1% to 100% of capital is contributed by foreign investors immediately upon establishment;
• Foreign-invested companies (Companies that have been granted Investment Registration Certificates in Vietnam by the competent state) continue procedures to establish additional economic organizations; Investing in capital contribution, share purchase, as well as capital contribution of economic organizations; Investing in Vietnam under a BCC contract in one of the following cases must carry out procedures for issuance of an Investment Certificate: New establishment according to the provisions of Vietnamese law or capital contribution from 1% to 100% % of company charter capital;
• Cases where foreign investors make capital contributions, to buy shares in a Vietnamese company that has been issued a Certificate of Enterprise Registration (including cases where an investor purchases up to 100% of the company’s capital contribution) does not have to carry out procedures to apply for an Investment Registration Certificate unless the company conducts manufacturing business in the field of education and training, if a foreign investor purchases from 1% of the capital contribution also needs to carry out procedures for issuing an Investment Registration Certificate.
• In case the company does business in the field of retailing goods to consumers or establishing a retail establishment, it is necessary to apply for a Business License or a License to establish a retail establishment;
• Regulations for the establishment of foreign-invested companies that have carried out establishment procedures before July 1, 2015: Foreign-invested economic organizations that have been established in Vietnam, if any New investment projects can carry out procedures to implement that investment project without necessarily having to carry out procedures to establish a new economic organization.

Note: In 2021, for cases where foreign investors jointly conduct capital contributions with Vietnamese people to carry out the procedures for establishing a company (i.e., a joint-venture company between Vietnam and a foreign investor), the optimal plan and procedures should be carried out in the following order:

• Step 1: Establish a foreign-invested company in Vietnam;
• Step 2: Apply for a qualifying license in case of registering conditional occupations;
• Step 3: Transfer the capital contribution to foreign investors according to the provisions of law, also known as the procedure for foreigners to register to buy capital contribution;
• Step 4: Apply for a business license, as well as a License to establish a retail establishment (The procedure for applying for a Business Establishment License only applies to cases where the company does business in a real sector related to business activities). activities of retailing goods to consumers or setting up retail establishments of goods).

For this option, when establish a foreign-invested company, even if its members are foreign investors, it will not have to carry out procedures for granting an Investment Certificate. When an enterprise does not have an Investment Certificate according to current regulations, procedures will be minimized when there is a change in the contents of business registration with state agencies. Specifically:

• Simple form change procedure: When an enterprise has only a Certificate of Enterprise Registration to be implemented only when there is a change in the company name, company address, as well as owner information, etc. of the same procedure as a Vietnamese enterprise;
• Not having to perform obligations related to reporting on project performance, investment supervision reports, etc.;
• Procedures related to updating investment information are not required on the investment management system.

1.2. Procedures for issuance of Investment Registration Certificate

• The Investment Registration Authority shall issue an Investment Registration Certificate to an investor in Vietnam within a maximum of five working days from the date on which the entity receives the document to decide on its investment policy.
• For cases where an investment project is not subject to an investment policy decision, an investor shall perform procedures for issuing an Investment Registration Certificate in accordance with the following provisions:

Investor documents submitted to the investment registration agency include:

• Document requesting implementation of investment project when Establish a foreign-invested company.
• Copies of one type of documents such as identity cards/identification cards or passport use for investors are personal; copies of other relevant documents such as Certificates of Incorporation.
• The project proposal for investment development in Vietnam includes contents: investor conducting project implementation, target of investment, scale of investment, as well as investment capital and plan for capital mobilization, location and timeframe, in addition to the issue of investment progress, labor demand, proposal of investment incentives, matters concerning the assessment of the socio-economic impact and performance of the project;
• Copies of one of the documents stipulated by law are as follows: the investor’s last two-year financial statements; commitment to conducting financial assistance; commitment to financial assistance to the financial institution; guarantee of the investor’s financial capacity; and documentation of conducting an investor’s financial competence;
• Lease contract for headquarters, Certificate of proof of matters relating to the leasing rights of the lessor (Certificate of land use rights, as well as some other licenses such as Construction License, Certificate of business establishment having the function of the lessor’s real estate business or equivalent);
• Propose land use needs; if the project fails to proceed with requesting the State to allocate and lease land, as well as permitting the transfer of land use, a copy of the lease agreement or other document certifying that the investor has the right to use the site to carry out the investment project;
• Explanation on technology use for investment projects for projects that use technology in the Technology Lists as prescribed by current law with transfer restrictions as prescribed by law. Laws on the issue of technology transfer include the following contents: technology name, origin of technology, diagrams and technological processes; In addition, there must also be main technical specifications, usage status of main machinery, equipment and technological lines;
• BCC contract in case of implementing investment projects in the form of BCC contract.

Profile resolution deadline:

Within 15 days from the date on which the State agency receives all dossiers, the investment registration processing agency shall issue an Investment Registration Certificate; if the competent State agency refuses, it shall notify the investor in writing and state the reasons therefor.

Content of Investment Registration Certificate according to current regulations

• Project code to conduct investment.
• Name and specific address of the investor.
• Name of the project to be invested.
• Targets, as well as the scale of investment projects.
• Location of implementation of investment projects; area of land used.
• Investment capital of an investor’s project (including capital contributed by an investor and mobilized capital), capital contribution progress and mobilization of capital sources.
• Project performance period.
• Implementation schedule for investment projects: the schedule for basic construction and the schedule for putting the project into operation (if any); the schedule for completion of implementation of the stated operation goals, the main item of the project, in case of phased implementation, must clearly specify the objectives, deadlines, activity content of each stage.
• Investment incentives and support for projects and bases and conditions of application (if any).
• Provisions on the establishment of foreign-invested companies with investment projects.
• Conditions for investors to directly carry out projects when establishing a foreign-invested company (if any).

Authority to issue Investment Certificates

The Ministry of Planning and Investment revokes, issues, adjusts and revokes Investment Registration Certificates for the following investment projects:

• Investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones;
• Investment projects to build infrastructure in industrial parks, export processing zones, high-tech zones and investment projects in industrial parks, export processing zones, and high-tech zones that have not yet established a Management Board. And high-tech park.

Management boards of industrial parks, or export processing zones, as well as high-tech parks and economic zones receive, issue, adjust and revoke investment registration certificates for projects invested in industrial parks, industrial parks and economic zones, export processing zones, high-tech parks and industrial zones. Economic zones, including:

• Investment projects to build infrastructure of industrial parks, export processing zones, and high-tech zones;
• Investment projects implemented in industrial parks, export processing zones, high-tech zones, and economic zones.

The Planning and Investment Department where the investor is located or where the head office and executive office are expected to implement the investment project to receive, issue, adjust and revoke the Investment Registration Certificate for the following investment projects:

• Investment projects conducted and implemented in many provinces and cities under the central government;
• Simultaneously implement investment projects within and outside industrial parks, export processing zones, hi-tech parks and economic zones.

2. Procedures for applying for a Business License

The issuance of a business license upon establishment of a foreign-invested company only applies to cases where a foreign-invested company conducts business in the real field of retailing goods to consumers or establishing retailing facilities for goods.

2.1 Conditions for granting a business license when establishing a foreign-invested company

• Where a country or region in which a foreign investor participates in an international treaty in which Viet Nam is a party, it shall be obliged to open the market for goods and activities directly related to the purchase and sale of goods;
• Satisfying the market access requirements of international treaties to which Viet Nam participates;
• Development of financial plans for the implementation of activities requiring business licenses;
• Established in Vietnam for 1 year or more without overdue tax liabilities;
• If a foreign investor does not belong to a country or region participating in an international treaty in which Viet Nam is a member;
• Satisfying the market access requirements of international treaties to which Viet Nam participates;
• Development of financial plans for the implementation of activities requiring business licenses;
• Established in Vietnam for 1 year or more without overdue tax liabilities.

2.2 Application for Business License when establishing a foreign-invested company

• The application for the issuance of a business license (Form No. 01 in Annex is attached to Decree 09/2018/ND-CP).
• Tax administration documents prove that there is no longer overdue tax liabilities.
• Other documents are specifically stipulated for each particular case.

You can use the company establishment service at Viet My, whether domestic or foreign, and receive 100% free consultation.

With the service of establish a foreign-invested company of Luat va Ke toan Viet My, you can be assured that the process will be carried out professionally and efficiently. We will accompany you from consulting, planning to completing legal procedures. With the experience and dedication of a team of experts, we are committed to providing you with a favorable company formation process, helping you gain market access and take advantage of foreign investment. Let Viet My accompany you on the road to business success.

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