Conditions for establishing a foreign-invested company/enterprise in Vietnam?

1. Forms of company/business establishment enterprises with foreign investment

In Article 24 of Investment Law 2020, Regulations on forms of establishing companies with investment capital in Vietnam include:

1. Investing in establishing economic organizations.
2. Invest capital, buy shares, buy capital contributions.
3. Implement investment projects.
4. Investment in the form of BCC contract.
5. New forms of investment and types of economic organizations according to Government regulations.
6. Thus, to establish a company with foreign investment, investors will follow one of two forms: capital investment, share purchase, purchase of capital contribution of a Vietnamese company or investment. Establishment of economic organizations with foreign capital. Specifically as follows:

1.1. Establish a foreign-invested company in the form of investors contributing capital from the beginning

In this case, the foreign investor will contribute capital right from the beginning of establishing the company in Vietnam. In particular, the capital contribution ratio of foreign investors can range from 1% - 100% of charter capital depending on the company's field of operation.

1.2. Establishing a company with foreign investment capital in the form of capital contribution and share purchase

In this case, the foreign investor will contribute capital to a Vietnamese company that has been granted a Business Registration Certificate. Accordingly, foreign investors will carry out procedures to buy capital contributions/shares of Vietnamese companies at a rate from 1% - 100% depending on the field of operation. After completing the procedures, the Vietnamese company will convert into a foreign-invested company.

2. Conditions for establishing a company/enterprise with foreign investment?

To legally invest and do business in Vietnam, foreign investors must not only comply with the general conditions when establishing a business but must also ensure the achievement of specific conditions for foreign investors. outside. Specifically:

2.1. Conditions for foreign investors to contribute capital from the beginning of company establishment

• According to regulations in Article 22 of Investment Law 2020, companies/enterprises established by foreign investors must meet the market access conditions for foreign investors specified in Article 9 of this code. This means that foreign investors are only allowed to participate in a number of industries and occupations that are permitted by the state to invest and are not allowed to participate in prohibited industries and occupations;
• To prepare for establishing a company, foreign investors need: investment project; Carry out procedures to apply for (adjust) the Investment Registration Certificate.

2.2. Conditions for foreign investors to purchase contributed capital or shares

• According to regulations in Article 24, Investment Law 2020, foreign investors must meet the market access conditions specified in Clause 3 Article 9 of this Code and Article 15, 16, 17 of Decree 31/2021/ND-CP;
• Must ensure national defense and security based on regulations Investment Law 2020;
• Comply with the provisions of land law on conditions for receiving land use rights and land use conditions in islands, communes, wards, border towns, communes, wards and coastal towns.

2.3. Conditions on subject and nationality of foreign investors

Foreign investment subjects can be individuals over 18 years old, organizations, businesses holding the nationality of WTO members or having signed bilateral treaties related to investment with Vietnam. However, some industries Only foreign investors who are legal entities are allowed to invest in Vietnam. Individual investors holding passports with the "cow tongue line" content will not be able to contribute investment capital in Vietnam or take on the role of representative to manage investment capital for established organizations or companies. established in Vietnam according to the provisions of law

There are no specific regulations on the nationality of foreign investors. Foreign investors from any country can invest in Vietnam, as long as they comply with the laws and international agreements that Vietnam has signed.

However, it should be noted that foreign investors' investments in Vietnam need to be approved and comply with regulations related to national security, competition, and business approvals. Specific provisions regulating the subject and nationality of foreign investors can be found in laws such as the Enterprise Law, Investment Law and other legal documents related to foreign investment. in Vietnam.

2.4. Conditions on financial capacity of foreign investors

Foreign investors must have sufficient financial capacity to invest and need to prove their financial capacity to invest in Vietnam depending on the chosen industry. However, specific financial requirements may vary depending on specific Vietnamese government regulations and policies. Foreign investors must conduct due diligence and become familiar with the relevant laws and regulations governing their chosen sector to ensure they meet all necessary financial requirements before proceeding with their plans. invest. Additionally, foreign investors should consult with legal and financial advisors with expertise in Vietnamese investment laws to ensure compliance.

2.5. Conditions for the company's headquarters and project location

Foreign investors need to have a location to carry out investment projects in Vietnam through a location lease contract, house lease contract, land lease contract, and legal real estate documents of the lessor to serve as a public headquarters. company and project location.

For investment projects in the manufacturing sector, investors must demonstrate eligibility to rent factories and have factory lease contracts in industrial clusters and zones.

2.6. Conditions on capacity, experience and specific conditions according to the investment field

Foreign investors need to meet specific conditions for conditional business lines for foreign investors. For the field of commerce, wholesale and retail of goods, investors need to prove that they have experience in the investment field.