According to the Enterprise Law 2020 and the Law on Investment 2020 : When a foreign investor wants to open a company or establish a foreign-invested enterprise in Vietnam, an Investment Certificate and a Foreign Investment Certificate required get business registration. LSX Lawfirm will give you an article: “Dossier of establishing a company with foreign investment in Vietnam” as follows:
Law on Enterprises 2020
Law on Investment 2020
Some concepts of foreign entities investing in Vietnam
Firstly, Investor means an organization or individual that carries out business investment activities. Investors include domestic investors, foreign investors and foreign-invested business organizations.
Secondly, Foreign investor means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
Thirdly, Domestic investor means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors.
Then, Business organization means an organization established and operating in accordance with Vietnam’s laws. Business organizations include enterprises, cooperatives, cooperative unions and other organizations that carry out business investment activities.
Then, Foreign-invested business organization means an organization whose members or shareholders are foreign investors.
Investment capital means money and other assets prescribed by the civil law and international treaties to which the Socialist Republic of Vietnam is a signatory for the purpose of carrying out business investment activities.
You can refer to the related article in LSX.VN
Dossier of establishing a company with foreign investment in Vietnam
Firstly, Dossier for investment registration certificate
-Make a written request for the implementation of an investment project.
-For individuals: A copy of ID card, ID card or passport.
-For investors: Certificate of business establishment (copy), document equivalent to confirmation of legal status.
- Financial statements for the last 2 years (copy), Commitment to financial support from the parent company or financial institution, documents explaining the investor’s financial capacity, financial capacity guarantee of investors.
- Investment projects to Vietnam in the form of BCC must have a BCC contract.
- To be allocated or leased land by the State without auction, bidding or transfer; The project requires a change of land use purpose.
- The explanation of technology includes technology content name, origin, technological process diagram, technical parameters, condition of machinery, equipment and technological lines for the project.
- Using technology on the list of technologies restricted from transfer.
- The investment project proposal has the following contents: The investor implements the project. objectives, scale and investment capital, has a capital mobilization plan, investment term, progress, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency.
- Proposing land use demand: in case the investment project does not require the State to allocate or lease land or permit the conversion of land use purposes, a copy of the location lease agreement or financial documents must be submitted. whether the investor has the right to use the location of the investment project.
Secondly, the type of company needs to provide the following documents
- Business registration application form
- Company rules for dossier of establishing a company with foreign investment in Vietnam
- If it is a limited liability company, a list of members is required
- If it is a joint stock company: List of founding shareholders and shareholders being foreign investors
The copies of:
- Individual members or founding shareholders, shareholders being foreign investors are individuals: Identity card, identity card or passport.
- In addition, Members being founding shareholders and shareholders being foreign investors need a certificate of business registration or an equivalent document certifying their legal status, power of attorney, citizen identification card, etc.
- Finally, Investment certificate for foreign investors.
Note that: According to the provisions of Decree 111/2011/ND-CP on consular certification and legalization, all kinds of foreign documents and papers (including passports of foreigners) must be legalized consular legalization is valid for use in the territory of Vietnam.
After the foreign investor is approved to contribute capital, the procedures for changing members and shareholders will be carried out at the business registration office in accordance with the law on enterprises and other laws corresponding to the law on enterprises. each type of economic organization.
A company with a foreign investor contributing capital to a company in Vietnam shall submit 01 application for registration of capital contribution to a company in Vietnam to the investment registration agency where the economic organization’s head office is located.
According to the Investment Law 2020, there are 3 forms as follows:
a) Buying shares issued for the first time or additionally issued shares of a joint-stock company;
b) Contributing capital to limited liability companies or partnerships;
c) Contribute capital to other economic organizations that do not fall into the above two cases.
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