Viet Nam’s continued development, especially in some major cities, has attracted a growing investment from foreign investors. However, when entering the Vietnamese market, many investors do not understand the procedures for establishing a foreign-invested company under our country’s laws. The following article of Luat va Ke toan Viet My will provide the necessary information and support your customers.

1. Documents for procedures for establishing a foreign invested company

1.1. For limited liability companies:

Documents required when carrying out Procedures for establishing a foreign invested company for a limited liability company include:

• Business registration application to establish a limited liability company according to the form issued by the state.
• Regulate the charter according to the provisions of law for limited liability companies.
• List of members (limited company with two or more members).
• Copies of the following documents: Citizen identification card, Identity card, Passport or other legal members with legal status;
• Establishment decision of the organization, business registration certificate or other equivalent documents and power of attorney;
• Citizen identification card, citizen identification card, passport or other legal personal identification of the authorized representative of the organization member
• For members of foreign organizations, a copy of the “Business Registration Certificate” or equivalent document must be legalized;
• Decide on funding and appoint management staff; list of authorized representatives (for organizational members);
• Issue investment registration certificates to investors.

1.2. For joint stock companies:

Documents required when carrying out procedures to establish a foreign-invested company with the form of a joint stock company include:

• Business registration application to establish a joint stock company according to the state’s form.
• Regulations on the charter of joint stock companies according to the provisions of the Enterprise Law 2020.
• List of founding shareholders and list of shareholders who are foreign investors (if there are institutional shareholders, list of authorized representatives).
• Copies of the following documents: Citizen identification card, Identity card, Passport or other legal members with legal status;
• Establishment decision of the organization, business registration certificate or other equivalent documents and power of attorney;
• Citizen identification card, citizen identification card, passport or other legal personal identification of the authorized representative of the organization member.
• For members of foreign organizations, a copy of the “Business Registration Certificate” or equivalent document must be legalized;
• Decide on funding and appoint management staff; list of authorized representatives (for organizational members);
• Issue investment registration certificates to investors.

1.3. Engrave the seal and notify the seal sample, publish information after carrying out procedures to establish a foreign-invested company

• The company produces stamp prints and notices using stamp forms on the National Portal for business registration.
• The company has the right to decide on the form of the seal and the number of the seal.
• Receiving organization: Company Registration Department-Department of Planning and Investment where the company is located.
• Processing time: about 5-8 working days when a government agency receives the application.

2. Application form for an Investment Certificate when proceeding with the Procedures for establishing a foreign invested company

2.1. Application for an Investment Certificate

• Written requests for implementation of procedures relating to projects invested in Vietnam;
• A copy of the investor’s identity card/identification card or a copy of the investor’s passport may be used as an individual; a copy of the organizational certificate or other equivalent documents to prove the investor is the legal status of the entity;
• The investment project proposal includes the following contents: investor implementing the project, investment target, scale of investment, investment capital and plan to mobilize capital, location, time and roadmap for investment, labor demand, investment preferential plan, socio-economic impact assessment of the project and performance;
• Copy of one of the following documents: financial statements in accordance with the current law for the last two years of the investor; financial assistance commitments of the parent company; financial assistance commitments of the financial institution; financial ability of the investor; financial explanatory documents of the investor;
• Make land use requirements; in cases where a project is not allocated, leased, or permitted to use land, a copy of the land lease contract or other documents proving that the investor has the right to use the land for performance.
• Under the Law on Technology Transfer, the interpretation of a project using technology in an investment project includes the use of items: technology name, technology source, process diagram; key specifications, use status of main mechanical equipment and technical routes;

2.2. Authority to issue Investment Certificates to establish foreign-invested companies

The Ministry of Planning and Investment issues and grants an Investment Registration Certificate 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.

Industrial zones, export processing zones, high-tech zones, Export processing zones, high-tech zones, parks, and economic zones, and investment registration certificates for investment projects. The area, including:

• Investment projects for the construction of infrastructure of industrial parks, export processing zones, high-tech parks;
• Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.

The Department of Planning and Investment where the investor has undertaken the placement or planning of the head office or executive management offices for the implementation of the investment project receives, issues and adjusts, as well as revokes the Investment Registration Certificate when carrying out the procedures for establishment of a foreign-invested company for the following investment project:

• Investor projects undertaken in the provinces and cities under our central government;
• Investment projects that are carried out simultaneously inside and outside industrial zones, as well as export processing zones, hi-tech parks and economic zones.

3. Steps to Implement Procedures for establishing a foreign invested company

• Procedures for application for an Investment Registration Certificate at the competent State agency for each project invested by customers.
• Apply for a Certificate of Enterprise Registration as stipulated in the 2020 Enterprise Law and the Decree on this issue.
• Ask the State agency for a business license for an investor to invest in the retail business of goods directly to the consumer. Licenses for establishment of retail establishment facilities or for specialized licenses under specific regulations such as those of the Ministry under specific business areas such as: conducting business on Training, Tourism, Travel, Audit and Legal activities, Health care….

Other cases as stipulated:

Procedures for establishment of a foreign-invested company under the Plan for establishment of a Vietnamese capital company first and then procedures for transferring funds to foreign investors.

4. Services for establishing foreign invested companies of Viet My Law

• Consulting conditions for investors to establish foreign companies based on specific business areas or investor nationality;
• Consultation on capital contribution by foreign investors in Viet Nam in accordance with Vietnamese law and WTO commitments;
• Suggestions for investors to choose the appropriate type of company: Limited company or joint stock company, head office address, capital, scope of business, account opening, capital contribution period; ;
• Make recommendations on conditions and instruct investors to prepare the necessary documents for establishing a foreign company;
• To advise and prepare dossiers of establishment of the company for investors;
• On behalf of the investor, work with Viet Nam’s competent state management agencies in the process of establishing a foreign-invested company for the investor (Please issue a Certificate of Investment Registration, Certificate of Enterprise Registration, seal to the legal entity, procedures for publication of the seal form, legal procedures arising after the establishment of a company, legal consulting services on matters related to tax – accounting, the transfer of profits of the company overseas, as well as matters related to labor – insurance, matters related to intellectual property rights, etc.;
• Comprehensive advice on legal activities arising from the implementation of production and business activities in Vietnam to foreign investors when carrying out procedures for establishing a foreign-invested company.

NATIONWIDE customers who are looking for a reputable and professional company to establish a foreign-invested company, please contact us using the information below. It’s pleasure to serve you!

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