Instructions for establishing a foreign-invested company in Da Nang

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Instructions for establishing a foreign-invested company in Da Nang

Da Nang is a place that many foreign investors are interested in and intend to establish companies or contribute capital to establish companies here. The establishment of a foreign-invested company in Da Nang must comply with the conditions, documents and procedures prescribed by Vietnamese enterprise law. If you are having difficulty establishing a foreign capital company in Danang, please follow Viet My’s instructions below, hopefully it can help you in the process of establishing a company.

Content:

1. Points to know when establishing a foreign-invested company in Da Nang

1. Allow foreigners to own capital from 1-100% in Vietnam.
2. Requires minimum capital of 50,000 USD or more
3. The company’s registered office address must have a valid lease/borrowing contract
4. The director can be Vietnamese or foreign
5. Required investment license (IRC)
6. Business registration certificate (ERC) is issued like a company with 100% Vietnamese capital
7. Tax registration, tax payment and tax reporting like Vietnamese companies and annual audit
8. Contribute capital within the time limit prescribed by law after opening a capital account

2. Conditions for establishing a foreign-invested company in Da Nang

Subjects with the right to establish foreign-invested companies in Da Nang include organizations and individuals that are not prohibited from establishment in the Enterprise Law 2020;
Foreign investors are allowed to establish companies in Vietnam. Before establishing a company in Da Nang, foreign investors must have at least one investment project and carry out procedures for granting an Investment Registration Certificate according to the provisions of law.
In addition, investors must also meet the following conditions:
– Own unlimited charter capital, except in the following cases:+ Ownership ratio of foreign investors in public companies, listed companies, securities business organizations and securities investment funds according to securities laws;+ The ownership ratio of foreign investors in equitized state-owned enterprises or converted ownership in other forms shall comply with regulations on equitization and conversion of state-owned enterprises;+ The capital ownership ratio of foreign investors not falling into the above two cases shall comply with other relevant laws and international treaties to which Vietnam is a member.
– Investment form and scope of activities, Vietnamese partners participating in investment activities and other conditions according to international treaties to which Vietnam is a member.

According to Vietnamese law, the WTO Schedule of Commitments and other relevant international treaties, the general conditions for foreign investors to establish companies in the country as well as in Da Nang are as follows:

+ Be an individual over 18 years old, an organization with nationality that is a member of the WTO or has signed a bilateral treaty related to investment with Vietnam. However, in Vietnam, some industries are regulated that only foreign investors who are legal entities can invest.

+ Have stable financial capacity to invest and prove the ability and financial capacity to invest in Vietnam.

+ Have a location to carry out an investment project in Vietnam with a location lease contract, house lease contract, land lease contract and legal real estate documents of the lessor to serve as the company’s headquarters and location for implementation. present project.

+ For investment projects in the manufacturing sector, investors must prove that they are qualified to rent factories and must have factory lease contracts in industrial clusters and zones.

+ Meet the specific conditions prescribed by law for conditional industries for foreign investors.

+ For some business fields such as trade, wholesale and retail of goods, investors need to prove that they have capacity and experience in the investment field.

3. Procedures for establishing a foreign-invested company in Da Nang

The establishment of a foreign-invested company must be carried out according to the procedures prescribed by law. Procedures for establishing a foreign-invested company in Da Nang are as follows:

3.1 Process of establishing a foreign-invested company in Da Nang

Step 1: Apply for Investment Registration Certificate

Foreign investors carry out procedures to apply for an investment registration certificate at the investment registration agency (the Management Board of industrial parks, export processing zones, economic zones, and high-tech zones receives or Department of Planning and Investment at provincial and city levels).

Subjects must apply for an Investment Certificate

Companies with capital from 1% – 100% contributed by foreign investors since establishment;
Foreign-invested companies continue to establish more economic organizations; contribute capital or purchase shares or capital contributions of economic organizations; or invest in the form of BCC contract;
Foreign investors contributing capital or buying shares in a Vietnamese company that already has a business registration certificate will not be required to carry out procedures for issuance of an investment registration certificate unless that company does business in the field of investment registration. education and training, if a foreign investor only buys 1% of the capital contribution, it is also necessary to apply for an investment registration certificate.
Regulations for companies with foreign capital established before July 1, 2015: Economic organizations with foreign capital that have been established in Vietnam, if they have a new investment project, will be processed. continue implementing that investment project without necessarily establishing a new economic organization.

Records include:

Written proposal to implement an investment project;
Proposal on investment projects;
Valid copy of identity card, citizen identification card or passport in case the investor is an individual; Certificate of company establishment or other equivalent document to confirm legal status in case the investor is an organization;
One of the following documents: Financial statements for the most recent 02 years of the investor; commitment to financial support from the parent company; Commitment to financial support from financial institutions, guarantee of investor’s financial capacity; Documents explaining 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, a valid copy of the location lease agreement or other documents must be submitted to confirm that the investor has the right to use the land. Use land at the location to implement investment projects;
Explanation on the use of technology for projects (if any), including the following contents: name of technology, origin of technology, diagram of technological process; main technical parameters, status of use of machinery, equipment and lines of main technology;
Other relevant documents and papers.

Step 2: Apply for a Business Registration Certificate and engrave the legal seal.

After being granted an investment registration certificate, the investor will carry out the procedures to apply for a business registration certificate and engrave the legal seal.

Records include:

Application for establishment of a foreign invested company in Da Nang
Charter of the company
List of founding shareholders, list of shareholders who are foreign investors (If a joint stock company)
List of company members (If it is a LLC with 2 or more members)
List of authorized representatives (in case the company has members/shareholders who are legal entities)
Valid copy of identity card, citizen identification card or passport for individual members/shareholders/owners of the company;
Certificate of business establishment or other equivalent documents to confirm legal status in cases where members/shareholders/owners of the company are organizations;
Notice of seal sample;
Other relevant documents and papers.

Engraved seal of foreign invested company

After obtaining the business registration certificate and announcing the business establishment content. The company engraves the seal at one of the licensed seal engraving units. The company decides on its own the number and form of the company seal within the scope permitted by law.

According to the provisions of the Enterprise Law 2020, the company engraves its own seal and is responsible for the use of its legal seal.

3.2 Time limit for establishing a foreign-invested company in Da Nang

– Processing time for issuance of Investment Registration Certificate is 15 working days from the date of receipt of complete and valid documents.

– Processing time for issuance of Business Registration Certificate is from 03 – 05 working days. The time for posting the company seal and for the seal to take effect is 4 working days.

4. Fee for establishing a foreign-invested company in Da Nang

In fact, the fee for establishing a foreign invested company will depend on many factors. Factors that can determine the cost of establishing a foreign-invested company in Da Nang include:

Type of company.
Size of company capital.
Scale of company operations.
Business lines and fields of activity.
Investor nationality.
CPC industry code (also WTO industry code).
Status of investor: individual or business.

5. Frequently asked questions related to establishing a foreign-invested company in Da Nang

5.1 What types of foreign-invested companies can Da Nang choose?

Types of companies with foreign capital in Da Nang that can be chosen include: One-member limited liability company; Limited company from 2 – 50 members; Joint stock company.

5.2 In what forms can Da Nang foreign-invested companies be established?

Companies with foreign investment in Da Nang can be established in the following forms: Establishing a company in Da Nang with 100% foreign capital.; Contribute capital to establish a joint venture company with Vietnamese investors; Buying capital shares of Vietnamese companies; Implement investment in the form of BCC business cooperation contract.

5.3 Can foreign investors in Da Nang contribute 100% capital?

Depending on the industry in which the investor conducts business in Da Nang, the law may regulate the investor’s capital ownership ratio. There are industries in which foreign investors can own 100% capital, but there are also some fields in which foreign investors are only allowed to contribute a certain percentage of capital or joint ventures.

5.4 In what ways do foreign investors invest in Da Nang?

According to the provisions of investment law, foreign investors invest in Da Nang in the following forms: Investment to establish new companies; Invest in capital contribution or purchase shares or capital contributions; Implement investment projects; Investment in the form of BCC contract; New forms of investment and types of economic organizations according to Government regulations;

5.5 Do companies with capital outside of Da Nang receive investment incentives from the state?

Have. However, Da Nang foreign-invested companies only enjoy the same investment incentives as Vietnamese enterprises.

Above is Viet My’s guide to establishing a foreign-invested company in Da Nang in 2024. If you are having difficulty establishing a foreign-invested company in Da Nang, please immediately contact Luat và Ke toan Viet My for answers.

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Author

Nguyen Thanh Phuc

Mr. Nguyen Thanh Phuc has more than 15 years of experience in business administration, consulting, legal support, tax and strategic consulting. Mr. Nguyen Thanh Phuc is a leading expert in the field of Law and Accounting in Vietnam, founder of the Viet My Law and Accounting brand, which has successfully franchised more than 30 branches nationwide. Viet My is the only Vietnamese brand reputable enough to franchise and succeed in the fields of Law and Accounting.

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