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. Understanding thoroughly these regulations will create favorable conditions for the implementation of investment activities of investors.

Therefore, Hong Bang Law Firm would like to share some necessary information about the registration procedure for the issuance of Investment Registration Certificate for foreign investors in Vietnam.

Legal basis

• Schedule of WTO commitments;
• Law on Investment 2020;
• Decree 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;

Requirements

Firstly, the Law on Investment recognizes that foreign investors are allowed to invest in Vietnam through the following forms:

• Investment in the establishment of economic organizations: companies with 100% foreign capital or companies with a part of capital of foreign investors (also known as joint venture companies). Foreign investors establishing economic organizations must satisfy the market access conditions for foreign investors;

• Investment in capital contribution, share purchase, purchase of capital contribution: Foreign investors capital contribution, share purchase or capital contribution purchase by economic organizations must satisfy the following regulations and conditions:

• • Market access conditions for foreign investors;
  • Ensuring national defense and security;
  • Regulations of land law on conditions for receiving land use rights, conditions for using land in islands, communes, wards, border towns, communes, wards and coastal townships.

• Investment in the form of PPP contract: Foreign investors can sign investment contracts in the form of public-private partnership (PPP contract). This is an investment method made on the basis of a limited-term cooperation between the State and private investors through the signing of PPP contracts to attract private investors to participate in the implementation of investment projects. PPP.
• Investment in the form of BCC contract: A BCC contract is signed between a domestic investor and a foreign investor or between foreign investors who carry out procedures for issuance of an Investment Registration Certificate.

Secondly, to be granted an Investment Registration Certificate, an investor needs to meet the following conditions:

• The investment project does not involve any banned business line.
• The investor has a location for execution of the investment project.
• The investment project is conformable with the planning
• Satisfy the conditions on investment rate per land area and number of employees (if any);
• Market access conditions applied to foreign investors are satisfied
• Other conditions as prescribed by law

Procedures

In case of an investment project subject to a decision on investment policies, the investment registration authority shall issue an investment registration certificate to the investor within 5 working days from the date of receipt of the decision on investment policy. 

For an investment project that is not subject to a decision on investment policies, the investor shall carry out the procedures for issuance of an Investment Registration Certificate according to the following provisions:

(1) Dossier:

• An application form for execution of the investment project, including a commitment to incur 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.
• Documents proving the right to use the office and the location of the project (head office lease contract);
• The business cooperation contract if the investment project is executed under a business cooperation contract;
• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with law (if any).

(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 required:

For investment projects not subject to decision on investment policies: 15-20 working days from the date of receipt of complete dossiers.

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 this issue, the team of lawyers and consultants of Hong Bang Law are not only equipped with highly specialized knowledge of policies, legal regulations and investment environment in Vietnam, but also have good foreign language skills when advising clients.

Hong Bang Law Firm will accompany customers from the first stage, with consulting support services such as:

• Consulting on legal regulations related to investment forms for foreign investors
• Advice on choosing the right investment form
• Legal advice on investment incentives
• Consulting and assessing the suitability of the scale and location of the investment project

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.
• 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!