The wave of foreign investment into Vietnam increases rapidly these days. However, not everyone understands the legal regulations on the process of establishing a foreign-invested company. During the establishment, you have to prepare certain dossiers and carry out the procedures required by the law. So, in this article, LSX legal firm will inform you: “Papers to establish a foreign-invested company in Vietnam”
Companies with foreign investment
According to Clause 22, Article 3 of the Law on Investment 2020: “Foreign-invested economic organization means an economic organization whose foreign investors are members or shareholders”.
Foreign-invested directly companies include:
- Companies with 100% foreign capital.
- Companies with foreign nationals, organizations established under foreign Law on Investment (contributing capital for the establishment, purchasing contributed capital).
Papers to establish a foreign-invested company
Dossier of the establishment of a foreign-invested company for individual investors
Dossiers of the establishment of a foreign-invested company, for an individual investor, include:
- Certified copy of investor’s passport;
- Documents proving the investor’s financial capacity;
- Location lease contract, Papers on the location of the investment project such as Certificate of land use rights; Construction permit; Certificate of business registration.
Dossier of the establishment of a foreign-invested company for investors as economic organizations
Dossiers of the establishment of a foreign-invested company, for an economic organization, include:
- A copy of the consular legalization of the investor’s business license or other equivalent document confirming the investor’s legal status;
- Consular legalized copy of the investor’s last 2 years’ financial statements, confirming the investor’s account balance;
- Authenticated passport of the legal representative of the company;
- Authenticated passport of the director – the legal representative of the Vietnamese company.
- Location lease contract, Papers on the location of the investment project such as Certificate of land use rights; Construction permit; Certificate of business registration.
Procedure 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 the establishment of a foreign company applying for an investment registration certificate include:
- A written request for implementation of an investment project;
- The investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule demand for labor, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
- Investor Profile;
- Proposal of land use demand/Copy of site lease agreement or other document certifying that the investor has the right to use the site to implement the investment project;
- Explanation of technology use for investment projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer
The agencies receiving investment project dossiers:
- Department of Planning and investment;
- Management Board of industrial zones, export processing zones, high-tech zones, and economic zones.
Step 2: Submit the application for a Business Registration Certificate
An application for an enterprise registration certificate includes:
- Firstly, application form for business registration.
- Secondly, company charter.
- Thirdly, list of founding members/shareholders of the company.
- Fourthly, authorization letter.
- Also, notarized copy of investment registration certificate.
- Lastly, notarized copy of personal papers of the legal representative.
The agency receiving business registration documents: The business registration office under the Department of Planning and Investment
Procedures for establishing a foreign-invested company in the form of capital contribution or share purchase
Step 1: Set up a company
Foreign investors can only contribute capital and buy shares in enterprises legally established in Vietnam. In case the company establishment procedure has not been carried out, the Vietnamese partner must proceed with the establishment of a company with 100% Vietnamese capital.
Step 2: Prepare registration documents to purchase capital contribution or share purchase
Dossiers for registration of capital contribution, purchase of contributed capital, and purchase of shares by foreign investors in Vietnamese enterprises:
- Written registration of capital contribution, purchase of shares, contributed capital: information on economic organizations to which foreign investors plan to contribute capital, purchase shares, or capital contributions. Also, the rate of ownership of charter capital of foreign investors after capital contribution, purchase of shares, or capital contribution to economic organizations.
- Copy of identity card, identity card, or passport for individual investors. On the other hand, a copy of the Certificate of Registration or other equivalent document certifying the legal status of the investor as an organization.
- Written agreement on capital contribution, share purchase, purchase of capital contributions between foreign investors and economic organizations receiving the capital contribution, purchase of shares or contributed capital;
- Declaration document (enclosed with a copy) of Certificate of land use right of the economic organization receiving the capital contribution, shares, or capital contribution of foreign investors.
Step 3: Submit an application for registration to purchase capital contribution or share purchase from foreign investors
- Foreign investors submit dossiers at the Investment Registration Office – Department of Planning and Investment where the enterprise’s head office is located.
- Within 15 working days after receiving a valid dossier, the Department of Planning and Investment shall issue a Notice of satisfaction of conditions for capital contribution, share purchase, contributed capital, and Vietnamese enterprises.
Step 4: Foreign investors make capital contribution, purchase shares, contributed capital to Vietnamese enterprise
- In case a foreign investor contributes more than 51% of capital, the Vietnamese company opens a direct investment capital account. Investors then make capital contribution and transfer capital through the direct investment capital account.
- The members and shareholders transferring capital shall declare and pay tax upon transfer according to the law on personal income tax and corporate income tax (if any).
Step 5: Change the business registration certificate
After the foreign investor completes the capital contribution, the company conducts procedures for changing the business registration. The change of business registration means to record the capital contribution or share purchase by foreign investors in the enterprise registration dossier at the competent state agency.
Step 6: Issuing a Business License and an Eligible License for Operation
In fact, this step only applies to companies operating in the field of retailing goods to consumers or setting up retail stores.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations in business suspension;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself, We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
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Related questions
Firstly, register to apply the deducted value-added tax calculation method; Enterprises submit form 06/GTGT requesting the application of the deducted value-added tax calculation method to the tax authority to issue a red invoice.
Secondly, declare and pay the license tax.
Hanging signs at the company headquarters: the company sign must show information about the company name, address, and company phone number. Avoid the case that when the tax authority comes down to inspect the headquarters, notify the business that they did not operate at the head office and will not allow the enterprise to register for the use of invoices.
Open a business bank account; notify the bank account to the business registration office and pay taxes electronically.
Registration of electronic signatures for electronic tax payment: Companies purchase digital signatures and register for use with a digital signature authenticate service provider. A digital signature has the same value as an enterprise’s seal when paying taxes electronically.
Lastly, print and order invoice printing.
Firstly, single-member limited company.
Secondly, multi-member limited company.
Thirdly, joint-stock company,
Indeed, foreign investors are not allowed to establish business households.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Papers to establish a foreign-invested company in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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