Nowadays, investing abroad to establish economic organizations is no longer a new concept. The 2005 Investment Law clearly regulates investment activities abroad to establish companies. To establish a company abroad, what procedural steps do you need to take? In this article, Viet My will provide advice to investors on the necessary procedures to ensure the legality of your overseas investment activities.

1. What is understood as establishing a company abroad?

The procedure to establish a company abroad is an important process to create a new business that you want to operate in a country other than the one in which you live. This includes a series of important steps to ensure the legitimacy and effective operation of the business in the new business environment.

The process of establishing a company abroad is a complex but necessary process to expand your international business. By complying with the laws and requirements of your target country, you can ensure that your business operates legally and effectively in the new business environment.

2. What are the procedures for establish a company abroad?

To establish a foreign company successfully, you need to follow a series of important steps and ensure compliance with the legal regulations of the target country. Here are the specific steps you need to take:

2.1. Step 1: Conduct research and identify the country in which the company is to be established

First of all, you need to conduct a thorough study of countries with suitable and favorable business environments for your field of operation. Consider factors such as regulations, tax policies, market potential and competitive advantages for accurate decision making.

2.2. Step 2: Select the type of company that matches the business plan

After you have chosen your country, you need to decide on the type of company that suits your business goals. Possible options include partnerships, joint stock companies, affiliates or subsidiaries. Make sure you understand the requirements and regulations of each type of company to make the right decision.

2.3. Step 3: Perform company name registration

Next, you need to define a name for the company and register the name at the company’s management agency or the country’s planning and investment department. Ensure the uniqueness of the company name and comply with the company naming regulations to avoid future conflicts over brand names.

2.4. Step 4: Prepare the required documents & documents

After a decision has been made on the type and name of the company, you need to prepare the necessary documents and documents for company registration. This includes contracts to establish an overseas company, copies of company registration, information on shareholders and company management, and a certified translation (if necessary).

2.5. Step 5: Proceed with company registration and capital placement as specified

Next, you need to register to establish a company and put capital in accordance with national regulations. Usually, this process requires you to register with a company management agency or the Department of Planning and Investment, and then put capital into a bank or business account.

2.6. Step 6: Implementation of Legal Procedures

Completion of legal procedures such as contract confirmation, company announcement, headquarters announcement, and business license. Make sure you provide the necessary information and follow the registration process of that country to avoid legal obstacles.

2.7. Step 7: Manage Taxes & Licenses

Finally, do not forget to register your tax code and comply with tax and accounting regulations in the target country. Check and complete the licensing and business management procedures to ensure that your business runs smoothly and legally.

Also, always learn thoroughly about the laws and procedures of the country in which you want to establish a company overseas. Use legal advice or contact government agencies directly for assistance and answers to specific questions in the process. This will help you ensure that all businesses are carried out legally and efficiently.

3. Procedures for establishing a company abroad in Vietnam regulations

In order to establish an overseas company, investors need to comply with the regulations on overseas investment under the 2014 Investment Law and Decree 83/2015/ND-CP of the Government, and carry out procedures for overseas investment in accordance with the State of Vietnam.

3.1. Conditions for Issuance of Certificate of Registration of Establishment of Overseas Company

Overseas investment activities must comply with the principle of overseas investment and not belong to sectors and occupations prohibited from doing business. Investors need to commit themselves to arranging foreign currency or to be committed by the competent credit institution to arrange foreign currency in order to carry out overseas investment activities.

If foreign currency capital transferred abroad is equivalent to or exceeding VND 20 billion and is not part of a project that requires a decision on the policy of offshore investment, the Ministry of Planning and Investment will request the State Bank of Vietnam’s opinion in writing.

At the same time, investors must have an overseas investment decision in accordance with the regulations and documents confirmed by the tax authorities on the performance of their tax obligations up to the time of submitting investment project dossiers.

3.2. Application form for the Certificate of establishment of an overseas company

1. Certificate of establishment (for investors who are organizations): Two notarized copies should be prepared.
2. Preparation of a copy.
3. Financial statements for two consecutive years: A copy is required.
4. Credit institution commitment or confirmation of bank balance for foreign currency account: Prepare a master copy.
5. Tax authority’s confirmation of non-tax liabilities: Preparation of a main copy.
6. Confirmation of bank balance to prove the amount of capital invested abroad: Prepare a main copy.
7. Approval documents of competent State agencies (if applicable): For conditional business sectors, a copy must be prepared.
8. Overseas lease or sale of real estate: Applicable to projects in areas requiring investment in new construction sites, such as energy projects, agricultural, forestry, fisheries, mining and processing of minerals, manufacturing, real estate business, infrastructure. A copy should be prepared that is legalized by the consul or notary translator.
9. Foreign business registration/ capital transfer agreement/ additional capital contribution agreement: A legal version by consular or notary translation should be prepared.
10. Written authorization for the Viet American Accounting and Law: Preparation of a main copy.

Note: Copies of notarized medicine and legalization of consular and notarized translations should be prepared as required.

3.3. Procedures for application for establishment of an overseas company

The process of applying for the Certificate of establishment of a foreign company takes the following steps and procedures:

Step 1: Submit Investment dossiers

Within 3 working days from the date of receipt of the investment dossier, the Ministry of Planning and Investment will send the dossier to the competent state agency for assessment comments.

Step 2: Assessment comments

Within 15 days from the date of receipt of the investment dossier, the competent authority shall appraise and state its opinions on the contents within its scope of management.

Step 3: Decide on investment policy from the Government

For projects requiring the Government to decide on investment policy, within 30 days from the date of receipt of investment dossiers, the Ministry of Planning and Investment will hold an assessment and prepare an appraisal report to submit to the Prime Minister.

Step 4: Decide on investment policy from the National Assembly

For projects requiring the National Assembly to decide on investment policy, the Ministry of Planning and Investment will report to the Prime Minister to establish a State Assessment Council within 5 days. The State Assessment Council will assess and prepare an assessment report within 90 days and the Government will send the Outbound Investment Policy Decision Record to the National Assembly’s verification lead agency at least 60 days prior to the opening of the National Assembly’s session.

Through the above steps, the process of applying for the Certificate of establishment of a foreign company will be carried out sequentially and participated and appraised from competent state agencies.

This article hopes to provide basic knowledge to help businesses quickly establish companies abroad. If you need to establish a company abroad, please contact LUAT VA KE TOAN VIET MY to receive professional and quick support at the most reasonable cost!

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