There have been many individuals and organizations that have established foreign-invested companies who choose to use Vietnam My’s professional reputation as a service for establishing a foreign invested company. As a result, the establishment of a foreign-invested company in Vietnam is relatively long-term and complex. Viet My is the top quality company in implementing the company’s procedures in the fastest and most accurate way.

1. Understand what is a foreign-invested company?

Pursuant to Clause 22, Article 3 of the 2020 Investment Law: “A foreign-invested economic organization is an economic organization with foreign investors as members or shareholders“.

In addition, Clause 21 states: “An economic organization is an organization established and operated in accordance with Vietnamese law, including enterprises, cooperatives, cooperatives and other organizations that carry out business investment activities.”

Thus, a foreign-invested company is understood to be a type of economic organization established and operated in accordance with Vietnamese law under certain types of enterprises conducting business investments and must have a foreign investor as a member or shareholder.

2. Conditions for establishment of a foreign-invested company in Vietnam

Services for establishment of foreign-invested companies shall be subject to the following conditions: :

– Subjects entitled to establish foreign-owned companies in Vietnam include individuals and organizations that are not prohibited from establishing in the 2020 Enterprise Law;

– Foreign investors are allowed to establish a company in Vietnam. But before establishing a company, foreign investors must have investment projects and must apply for an investment registration certificate in accordance with the regulations.

– In addition, foreign investors need to meet the following conditions:

+ Possessing unlimited charter capital, except in the following cases:

• Ownership rates of foreign investors in listed companies, mass companies, securities business organizations and securities investment funds as stipulated by the law on securities;
• Proportion of ownership by foreign investors in equitized State-Owned Enterprises or other forms of ownership transformation shall be in accordance with the laws on equitization and transformation of State-Owned Enterprises;
• The ownership ratio of foreign investors who do not fall under the above two cases shall be in accordance with other provisions of relevant laws and international treaties to which the Socialist Republic of Vietnam is a member.

+ To ensure the form of investment, scope of activities and partnerships of Viet Nam when participating in investment activities and other conditions as stipulated in international treaties to which Viet Nam is a member.

3. Method of establishment of a foreign-invested company

Under the Investment Law 2020, foreign-invested enterprises or FDI enterprises are regulated in one of two ways:

• Foreign investors directly establish enterprises or participate in establishing enterprises.
• Foreign investors contribute capital, buy shares, and capital contribution in a 100% Vietnamese investor enterprise that was previously established.

Foreign investors, when eligible under Vietnamese law, will have the right to invest in establishing economic organizations or investing in forms of capital contribution, share purchase and capital contribution to economic organizations in Viet Nam.

Common forms of establishment of foreign-invested companies:

• Establish a company with 100% foreign capital.
• To jointly contribute capital to establish a joint venture company with investors in Vietnam.
• Acquisition of capital shares of companies in Vietnam.
• To make investments in the form of BCC business cooperation contracts.

4. Process of establishing a foreign-invested company

The process of establishing a foreign-invested company will be followed by the following steps:
Step 1: Implement procedures to apply for an Investment Certificate for a business investment project in Vietnam
Step 2: Apply for a Certificate of Enterprise Registration
Step 3: Perform initial tax return procedures and make a monthly/quarter/year periodic tax return

4.1 Records to be prepared when establishing a foreign-invested company in Vietnam

For an investor is an individual

+ A copy of the investor’s passport certificate.

+ Documents attesting to the financial capacity of an investor.

+ A lease contract for the site; documents on the proposed location of the investment project (land use right certificate/construction permit; business registration certificate).

For an investor who is an economic institution

+ A legalized copy of the consular business license of an investor or other equivalent documents certifying the legal status of the investor.

+ A legalized copy of the investor’s latest two-year financial statements to confirm that the investor’s account balance corresponds to the capital that is expected to be invested in the company in Vietnam.

+ Passport certifying by the legal representative of the company abroad.

+ Passport certifying the legal representative of a Vietnamese company

+ A lease contract for the site; documents on the proposed location of the investment project (land use right certificate/construction permit; business registration certificate).

4.2 Procedures for registration of establishment of a foreign-invested company in Vietnam

Step 1: Apply for an Investment Certificate to establish a foreign-invested company

– Dossiers of application for issuance of investment registration certificates:

+ Written requests for implementation of investment projects;

+ The investment project proposal includes the following contents: investor implementing the project, investment target, scale of investment, investment capital and plan for mobilizing capital, location, duration, schedule of investment, labor demand, investment preference proposal and socio-economic performance assessment of the project;

+ Personal/organizational investor profile

+ Propose land use requirements; if the project does not request the State to allocate land, lease land, permit land-use transfer, submit 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 of the use of technology for investment projects using technology in the List of Technology Transfer Restricted Technology as stipulated by the law on technology transfer including: technology name, technology origin, technology process diagram; main specifications, use status of machines, major technology equipment and lines;

– The dossier-receiving agency applies for an investment registration certificate

+ Provincial Departments of Planning and Investment.

+ Industrial Park Management Board, Export Processing Zone, High Technology Zone, Economic Zone.

Step 2: Apply for Certificate of Enterprise Registration

– Dossiers of application for issuance of Certificate of business registration:

+ Request for business registration

+ Company charter

+ List of founding members/shareholders of the company

+ Letter of attorney

+ Notary copy of the investment registration certificate

+ A notarized copy of the personal papers of the legal representative

– Enterprise registration dossier-receiving agency

Provincial-level business registration office.

Step 3: Apply for a business license for a number of conditional business sectors

4.3 Time to settle application for establishment of a foreign-invested company

– The application period for investment registration certificate is 15 working days

– The application period for a certificate of business registration is 5-8 working days

– The duration of application procedures for tax codes with government agencies is usually from 5 to 7 working days.

– Procedures for tax declaration are usually from 5 to 10 working days.

5. Why should you use Viet My’s foreign-invested company establishment service?

Establishing a foreign-invested company is a relatively difficult and complicated procedure with a large volume of documents. Therefore, to ensure the accuracy and completeness of the registration dossier to establish a foreign-invested company, using Viet My’s foreign-invested company establishment service is the right choice. unify. When using Viet My’s foreign-invested company establishment service, customers will receive the following benefits:

– Get detailed advice on legal regulations on establishing foreign-invested companies;

– Check the accuracy of the documents and complete the documents;

– Prepare documents and only need to sign and stamp the documents;

– Viet My will submit applications and interact with state agencies on behalf of customers;

– Receive results as quickly as possible.

6. Frequently asked questions

6.1 Do companies with foreign capital enjoy investment incentives?

Have. Foreign-invested companies enjoy investment incentives like Vietnamese enterprises.

6.2 What types of companies can foreign investors choose to establish?

• One-member LLC;
• LLC with 2 or more members;
• Joint stock company.

6.3 What taxes must foreign invested companies pay?

Companies with foreign investment will have to pay taxes like Vietnamese companies: value added tax, license tax, corporate income tax, import and export tax. For foreign workers, personal income tax will be calculated according to global income.

6.4 Do foreign investors need to prove financial capacity when establishing a company?

Have. In case a foreign investor establishes a company in the form of direct investment, it must prove its financial capacity. This proof is shown through a bank account statement abroad (must be consular legalized) or a bank account in Vietnam.

6.5 Do shareholders transferring capital to foreigners have to pay personal income tax?

Have. Shareholders transferring capital to foreign investors must submit a personal income declaration to the tax authority within 10 days from the date of transfer and pay personal income tax at the above tax rate of 0.1% transfer value.

The above article is a service for establishing a reputable foreign invested company of Viet My. In the event of difficulty in preparing documents or questions about establishing a company, immediately contact LUAT VA KE TOAN VIET MY for further advice and further incentives!

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