Currently, Vietnam with a potential economy and a promising market attracts the attention of foreign investors from many nations. The establishment of companies with 100% foreign-invested capital is common. However, in order to establish a legal company, it is necessary to meet the conditions on the dossiers and procedures prescribed by law. So, in this article LSX legal firm would like to introduce to you information about: “Establishing a company with 100% foreign capital in Vietnam”
Legal grounds
- Law on Enterprise 2020
- Law on Investment 2020
Company with 100% foreign capital
A company with 100% foreign capital is a type of enterprise established in Vietnam with 100% capital contributed by foreign investors.
The 100% foreign-invested companies have legal status after receiving an investment registration certificate and business registration certificate from the registration authority.
Dossiers to establish a company with 100% foreign capital
Foreign-investor as legal entity (Organization)
- Certificate of business registration.
- Company Charter or equivalent document.
- Audited financial statements for the most recent financial year.
- Bank confirmation of account balance equal to the amount of capital contributed to the company will establish in Vietnam.
- The Company’s decision relates to the investment in establishing the Company in Vietnam and appointing a representative to manage the contributed capital in Vietnam.
- Passport of the legal representative in case of appointed as the Director of the Company or the representative managing the contributed capital.
Foreign-investor as Individual
- Authenticated copy of the passport.
- Bank deed as proof of financial capacity – account balance (in the case issued by a foreign credit institution, it will need consular legalization before using in Vietnam).
In addition to the above, investors need to provide the following documents:
- Lease contract for the location of the company’s head office.
- Authenticated copy of the certificate of land use right for the rented place (for the ground house rent), or documents proving the business address with office business function (for office in building rent).
Procedures to establish a company with 100% foreign capital
Step 1: Investment Policy registration
When entering Vietnam to carry out investment projects with foreign capital, it is necessary to apply for an Investment Registration Certificate first. In order to be granted an Investment Registration Certificate, many units must register their investment policies with the People’s Committee of the province/city:
- Prepare complete dossiers of investment policy registration.
- Submit to the investment registration authority.
Besides, According to article 37 of the Law on Investment 2020, Cases in which the procedures for issuance of an Investment Registration Certificate must be carried out include:
1. Investment projects of foreign investors.
2. Investment projects of the business organizations mentioned in Clause 1 Article 23 of this Law.
Clause 1, Article 23, Law on Investment 2020
When establishing business organizations, contributing capital, buying shares or capital contributions of business organizations; making investments under business cooperation contracts in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:
a. 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership;
b. 51% of charter capital or more is held by the business organizations mentioned in Point a of this Clause;
c. 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause.
Step 2: Prepare application for business registration with 100% foreign capital
After receiving the investment registration certificate, the investor needs to prepare the establishment application. Dossier to establish a company with 100% foreign capital includes:
a) Business registration application form.
b) The company’s charter with full signatures of the founding members/shareholders and the legal representative of the enterprise.
c) Also, List of company members, members as foreign investors/founding shareholders, and shareholders as foreign investors. List of authorized representatives for foreign shareholders as organizations.
d) Valid copies of:
- Personal identification papers for individual members/shareholders.
- Establishment Decision, Business Registration Certificate, or other equivalent documents. One of the personal identification papers of the authorized representative and the corresponding power of attorney in case the company founder is an organization.
- Investment registration certificate in case the foreign investors or foreign-invested economic organizations established or participated in the establishment of the company.
Step 3: Publication
After receiving a Business Registration Certificate, then the company has to publish the registration on the National Business Registration Portal. At the same time, the company must pay fees as prescribed by law.
Contents to publish include the Certificate of Business Registration and information on business lines.
Time limit for the publication: 30 days from the date of Business Registration Certificate issuance.
Step 4: Seal engraving
After obtaining the business registration certificate, the company publishes the business establishment report.
Companies can engrave their seals at units with a seal engraving function.
LSX legal firm’s service on company establishment
When establishing a company, people must carry out the procedure following the law at the competent business registration authority (under the Law on Enterprise 2020). The process of establishing a business includes many different steps and phases. If you are not familiar with the law, this process may take a lot of time.
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.
Related articles
Procedures for establishing a foreign insurance branch in Vietnam
Form of house ownership if you are a foreigner in Vietnam
The concept and role of Foreign Direct Investment in Vietnam
Related questions
Completed the procedures to register advertising service business; or have valid legal papers of evidence issued by a competent state agency.
Also, satisfy the period of operation in Vietnam from the time of business registration and has a representative office in the territory of Vietnam; at least 7 years as prescribed.
Within 45 days from the date of receipt of the license to establish a representative office; then the office must carry out the actual operations and send a written notice to the licensing agency about information related to the representative office.
Information in the notice includes Head office location, number of employees; nationality… During the operation, if the representative office of the foreign advertising company has any changes in the number of employees, nationality, address of the representative office, etc., then they must send a written notice to the competent authority.
Firstly, An application for a domestic travel service business license.
Secondly, Authenticated copy of Business Registration Certificate.
Thirdly, Certificate of deposit for travel service business;
Fourthly, Authenticated copy of the decision or the labor contract between the company and the person in charge of the travel service.
Lastly, Authenticated copy of degree or certificate of the person in charge of travel service.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Establishing a company with 100% foreign capital in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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