Hong Bang Law Firm is a company with nearly 10 years of experience of consulting in foreign investment areas. We have supported a number of foreign investors in applying for investment certificates and business registration certificates to conduct investment activities in Vietnam.
According to the provisions of the Investment Law 2020 and the Enterprise Law 2020, in order to conduct investment activities in Vietnam and establish a foreign-invested company, investors must conduct procedures applying for an Investment Registration Certificate and an Enterprise Registration Certificate.
Therefore, Hong Bang Law Firm would like to share with you some necessary information about the procedures for establishing a foreign-invested company in Vietnam.
Legal basis
- Investment Law 2020
- Enterprise Law 2020
- Decree 31/2021/ND-CP guidance on the Law on Investment
- Circular 03/2021/TT-BKHDT stipulating the form of documents and reports related to investment activities in Vietnam, investment from Vietnam to abroad and investment promotion
Requirements
To be able to establish a foreign-invested company in Vietnam, investors need to meet the following conditions:
- Conditions on market access
Foreign investors who want to establish 100% foreign-invested enterprises must satisfy the conditions for market access for foreign investors in accordance with the provisions of the Investment Law on industries and trades on the ““List of industries and trades with restricted market access for foreign investors” and other conditions as prescribed in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government. Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
- Conditions for having an investment project
Before establishing an economic organization, a foreign investor must have an investment project and carry out the procedures for granting and adjusting the Investment Registration Certificate, except for the case of setting up an innovative small and medium-sized enterprise. and innovative start-up investment funds in accordance with the law on supporting small and medium enterprises.
- Conditions of financial capacity
The financial capacity of an individual or an investment organization is shown in the bank account balance for the individual or the financial statement/account balance of the organization for the most recent years.
- Conditions on the location of the project implementation
The investor must have a location and premises for the implementation of the project, which is reflected in the document proving the lawful use right to that ground by the lease contract of the factory or office together with the certificate of the right to use the premises. land use and property with land.
- Conditions on subjects and professions
Investors who are allowed to invest in Vietnam in accordance with WTO policies and invest in industries that are not prohibited by law
- Other conditions as prescribed by law
Procedures
In the case of an investment project that must have investment approval, the investor must carry out the procedures for approving the investment policy first, then the investment registration authority shall issue an investment registration certificate to the investor within 05 working days from the date of receipt of the decision on investment policy.
For an investment project that is not subject to investment policies approval procedures, the procedures for establishing a foreign-invested company in Vietnam includes two steps:
STEP 1: APPLY FOR CERTIFICATE OF INVESTMENT REGISTRATION
(1) Dossier for issuance of Investment Registration Certificate
- A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
- A document concerning the legal status of the investor: Passport, citizen identification for individual investors; Certificate of incorporation or other equivalent document for institutional investors.
- Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
- Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with the law on environment protection.
- A copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project
(2) The agency that issues the investment registration certificate
- Department of Planning and Investment where the enterprise is expected to have its head office
- Management boards of industrial parks, export-processing zones, hi-tech zones, economic zones shall issue the investment registration certificate of the investment projects located therein
(3) Time for issuance of Investment Registration Certificate:
For investment projects not subject to decision on investment policies: 15-20 working days from the date of receipt of complete dossiers.
STEP 2: APPLY FOR CERTIFICATE OF ENTERPRISE REGISTRATION
After obtaining the Investment Registration Certificate, investors need to prepare documents to register an enterprise establishment.
(1) Dossier for registration of enterprise establishment
- An application for enterprise registration;
- Company Charter;
- List of members for limited companies; List of founding shareholders and shareholders being foreign investors for the JSC (list of authorized representatives if any);
- Deciding on capital contribution and appointment of managers; List of authorized representatives (for members being organizations);
- Certificate of investment registration for foreign investors in accordance with the Law on Investment.
- For individual members and shareholders: A copy of the citizen’s identity card, ID card, passport or other lawful personal identification.
- For members and shareholders being foreign organizations: A copy of the enterprise registration certificate or equivalent document must be consular legalized;
- Documents on the legal status of the authorized representative.
(2) The agency that issues the enterprise registration certificate:
The Department of Planning and Investment where the enterprise’s head office is located
(3) Time for issuance of business registration certificate:
03 working days from the date of receipt of complete and valid documents
Services provided by Hong Bang Law Firm
When foreign investors first come to Vietnam, there will be many difficulties about the legal procedures and business methods. Understanding language barriers and other difficulties of foreign clients, our lawyers and legal assistants at Hong Bang Law Firm can use English and other common languages fluently when advising clients about the policies, legal procedures, regulations and investment environment in Vietnam. Moreover, the team of lawyers and consultants of Hong Bang Law are equipped with highly specialized knowledge of policies, legal regulations and investment environment in Vietnam.
Hong Bang Law Firm will accompany customers from the first stage, with consulting support services such as:
- Consulting on suitable structure of companies with 100% foreign capital and foreign elements
- Consulting on legal regulations related to investors’ business lines
- Consulting on legal regulations on capital and location of the Company’s head office
- Giving legal advice on Tax;
- Consulting on legal regulations on incentives for foreign-invested companies
In addition, Hong Bang Law Firm will prepare all documents and conduct all relevant legal procedures for the Clients:
- Prepare complete dossiers, carry out consular legalization of documents in accordance with the law.
- Prepare registration dossiers and represent customers to submit dossiers to competent state agencies.
- Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors.
- Carrying out procedures for creating seals for enterprises, registering Tax Codes for enterprises.
- Comprehensive advice on activities arising in the process of doing business in Vietnam for investors.
If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com
Wishing you and your family good health, peace and success!
Best regards!
