Procedures for establishing a foreign-invested company/enterprise when investors contribute capital from the beginning in Vietnam
This article provides detailed guidance on the procedure for establishing a foreign-invested company in Vietnam, especially when investors contribute capital from the start. You will find information on legal requirements, implementation processes, and necessary steps to ensure the establishment process runs smoothly and complies with legal regulations.
Procedures for establishing a company with foreign investment, in which foreign investors contribute from 1% to 100% of the capital from the time the company is established, include 09 specific steps as follows:
1. Step 1: Prepare documents for Investment Registration Certificate
Foreign investors prepare documents for issuance of Investment Registration Certificate including:
Document requesting implementation of investment project;
Documents proving legal status:
For institutional investors: request to provide a copy of the Certificate of Establishment or other equivalent legal document to verify legal status.
For individual investors: need a copy of ID card/Citizen identification card or Passport.
Investment project proposal includes: investor information, investment objectives, investment capital, investment scale and capital mobilization plan, location, term, investment progress, labor needs , evaluate the socio-economic impact of the project, propose investment incentives;
Documents proving the investor's financial capacity:
For investors and organizations: Financial statements of the most recent 02 years/Commitment to financial support of the parent company/Financial commitment of the financial institution/Guarantee of the investor's financial capacity/ Documents proving the investor's financial capacity.
For investors and individuals: Documents confirming account balance/Savings book, etc.
House (headquarter) lease contract, Documents proving the lessor's right to lease (Land use right certificate, Construction permit, Certificate proving the lessor's real estate business function, other documents) other equivalent documents).
Proposed land use needs (if the project does not receive land/land tax from the state/allows change of land use purpose, then replace it with a copy of the location lease agreement or related documents confirming the investor have land use rights at the location of the investment project);
2. Step 2: Submit application for Investment Registration Certificate
To carry out procedures for issuance of Investment Registration Certificates for projects not subject to investment policy decisions, investors must follow the following steps:
Declare information about investment projects on the National Information System on Foreign Investment.
Before proceeding with the procedure for granting the Investment Registration Certificate, investors need to enter information about the investment project online on the National Foreign Investment Information System. Within 15 days from the date of online declaration, the investor submits the application for an Investment Registration Certificate to the Investment Registration Authority.
After receiving the dossier, the Investment Registration Authority will issue an account to access the National Information System on Foreign Investment for the investor to monitor the status of the dossier processing.
The investment registration agency uses the National Information System on Foreign Investment to receive, process, and return results of investment registration dossiers, update dossier processing status, and issue project codes. investment project.
Submit documents directly to the competent investment registration agency
Investors need to apply for a Direct Investment Certificate at the Department of Planning and Investment of the province where the company is headquartered for the following industries. stipulated in the Investment Law 2020 and Decree 99/2003/ND-CP on High-tech Park Management, specifically as follows:
Investment projects are not located in industrial parks, export processing zones, high-tech zones, or economic zones;
Infrastructure development investment projects in industrial parks, export processing zones, high-tech zones and investment projects in industrial parks, export processing zones, high-tech zones in localities that do not have a Management Board industrial parks, export processing zones and high-tech zones.
Investment projects implemented in many provinces and cities under the management of the Central government;
Investment projects are implemented simultaneously both inside and outside industrial parks, export processing zones, high-tech parks and economic zones.
. Different types of investment projects have different requirements on where to submit applications, including investment projects outside industrial parks, industrial park infrastructure development projects, multi-province projects, and projects in the industrial park.
Investors submit directly to the management board of industrial parks, export processing zones, high-tech zones and economic zones of the province where the company is headquartered.
Investment projects to develop infrastructure of industrial parks, export processing zones, and high-tech parks;
Investment projects implemented in industrial parks, export processing zones, high-tech zones, and economic zones.
Processing time for investment projects depends on the type of project and the processing procedures of the authorities. Specifically:
Central direct investment projects have a processing time of 15-20 working days from the date of receipt of complete documents.
Investment projects according to investment decisions, processing time is 5-10 working days from the date of receiving the investment decision.
Note that: the above time period only applies to direct investment projects from the central government. For investment projects in provinces, processing time may vary depending on the process and local authorities according to regulations. Investment Law 2020 and Decree 99/2003/ND-CP on High-Tech Park Management.
4. Step 4: Prepare and submit application for Business Registration Certificate
After the foreign invested company has received the investment registration certificate. Foreign investors begin procedures for issuance of Business Registration Certificate. Dossier to apply for a Business Registration Certificate includes:
Application for business registration;
Company charter;
7. Step 7: Issue a business license or operating license
In case a business operates in the field of retailing goods or setting up a retail establishment, it will need to apply for a Business License. In addition, for some conditional industries, businesses must also apply for other related licenses to be allowed to operate.
For example, businesses operating in the education business must apply for a Training License, and in the food sector, they must apply for a Food Hygiene and Safety License, etc.
General conditions to be granted a Business License in the field of retail goods for foreign investors:
Be a foreign citizen, organization or enterprise belonging to a country or territory that has committed to opening the market for goods purchase and sale activities and activities directly related to the purchase and sale of goods under international agreements. international economy that Vietnam is a member of;
Meets market access conditions in international treaties to which Vietnam participates;
Have a financial plan to carry out business activities;
No overdue tax debt in case the company has been established in Vietnam for 1 year or more.
Conditions for each field to be granted a retail business license:
Explanation of technology use (in case the project uses technology on the list of technologies restricted from transfer according to the provisions of law): technology name, process diagram, origin, technical specifications main techniques, equipment and main technological lines, machinery usage status;
BBC business cooperation contract (investment project in the form of BCC contract).
List of members or shareholders;
Copies of documents: ID card/CCCD/Passport or other legal personal identification documents for individuals;
Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Copy of legal personal identification documents of the representative in case of an organization;
For members that are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;
Investment registration certificate for foreign investors has been issued.
Place of application: Provincial Department of Planning and Investment where the company is headquartered.
Processing time: From 03 to 06 working days from the date of receiving complete and valid documents.
5. Step 5: Announce business registration information
After being granted the Business Registration Certificate, the investor needs to make a public announcement on the National Business Registration Portal and pay fees according to the provisions of law. The published content of the Business Registration Certificate includes:
Information about the industry and business of the enterprise,
List of founding shareholders, and list of shareholders who are foreign investors for joint stock companies (if any).
The request for publication of business registration contents and payment of fees for publication of business registration contents must be made at the time the enterprise submits its business registration application.
If an enterprise does not disclose information on the National Business Registration Portal, it will be fined from 1,000,000 VND to 2,000,000 VND according to the law. Article 26 of Decree 50/2016/ND-CP Apply fines to investors who do not disclose or disclose inaccurate information on the national business registration portal. This is a punitive measure that investors need to be aware of, and businesses must also comply with all legal regulations and procedures related to their business operations.
6. Step 6: Carve the company seal
Seals include marks created at a seal engraving facility or marks in the form of digital signatures according to the provisions of law on electronic transactions. The enterprise decides on the type, quantity, form and content of the seal of the enterprise, branches, representative offices and other units of the enterprise.
Enterprises can proactively authorize or carry out seal engraving themselves and provide seal samples to the Department of Planning and Investment. This process includes the following 3 steps:
Seal design: Enterprises have the right to choose the form, quantity, and content of the seal, however, it must fully display the name and code of the enterprise.
Seal engraving: Bring a copy of the Business Registration Certificate and the seal design sample to a seal engraving facility to carry out the procedure for engraving the legal entity's seal.
Receive the legal entity seal: After the seal engraving process is completed, bring the original copy of the Business Registration Certificate to the seal engraving facility to receive the seal. The Business Registration Office will issue a Receipt to the business. At the same time, information about the seal sample will be posted on the National Information Portal and notice of the posting of the enterprise's seal sample information will be provided to the enterprise itself.
The management and preservation of the seal is carried out in accordance with the provisions of the company charter or regulations issued by the enterprise, branch, representative office or other units of the enterprise with the seal. Enterprises use seals in transactions according to the provisions of law.
Consistent with the level of competition of domestic enterprises in the same field of operation.
Able to create jobs for domestic workers.
Ability and level of contribution to the state budget.
Application for a retail business license for foreign-invested enterprises:
Application for Business License (Form No. 01 in the Appendix issued with Decree 09/2018/ND-CP);
The explanation includes the following contents:
Explanation of the conditions for granting a Business License according to the provisions of Article 9 of Decree 09/2018/ND-CP.
Business plan: Describes the content and methods of implementing business activities; present business plans and market development; labor needs; Evaluate the socio-economic impact and efficiency of the business plan.
Financial plan: Report on business performance results on the basis of audited financial statements of the most recent year in case established in Vietnam for 01 year or more; explanation of capital, capital sources and capital mobilization plans; Attached are financial documents.
Business situation of buying and selling goods and activities directly related to buying and selling goods. The financial situation of the foreign-invested economic organization as of the time of application for a Business License.
Tax authority records confirm that there are no overdue tax debts.
Copies of the following documents: Business registration certificate; Investment registration certificate for projects selling and buying goods and activities directly related to buying and selling goods (if any).
Authority to grant retail business licenses to foreign-invested enterprises:
Department of Industry and Trade where the enterprise is headquartered.
Processing time: About 30-45 business days.
8. Step 8: Open a foreign direct investment capital account
After completing the above steps, foreign investors need to open a foreign direct investment capital account and transfer capital to this account in accordance with the capital contribution deadline recorded in the Investment Certificate.
In addition, foreign-invested companies also need to open a transaction account to receive money from the foreign direct investment capital account for future revenue and expenditure procedures in Vietnam.
9. Step 9: Carry out the following procedures to establish a company
The procedures after establishment of a foreign-invested company are similar to those of a Vietnamese company including:
Hang nameplates at headquarters;
Register digital signature;
Proposal to issue electronic invoices;
Report on project implementation status according to regulations in the Investment Registration Certificate;
