Procedure to establish a foreign joint venture company in Vietnam

by Anh Việt

Currently, the joint venture model is a popular cooperation direction, a safe and effective choice for businesses and investors. The reason is that foreign investors have economic potential, hold advantages in terms of technology, management processes and extensive relationships with domestic and especially foreign partners and customers. On the contrary, domestic investors have a deep understanding of the market as well as all business practices in Vietnam, owning a large amount of real estate is an advantage and an indispensable premise in business development. implementing investment projects in Vietnam. So about the matter “Procedure to establish a foreign joint venture company in Vietnam” Let’s find out with LSX in the article below.

Legal grounds

  • Enterprise Law 2020
  • Investment Law 2020

How is the joint venture company?

Establishment of a joint venture company is a joint venture enterprise established by two or more parties cooperatively in Vietnam on the basis of a joint venture contract or an agreement signed between a foreign Government and the Government of the Socialist Republic of Vietnam, or an enterprise by a foreign-invested enterprise cooperating with a Vietnamese enterprise or by a joint-venture enterprise with a foreign investor on the basis of a joint-venture contract;

A joint venture enterprise is established in the form of a limited liability company. Each joint venture party is responsible to the extent of the committed capital contribution to the legal capital of the enterprise. A joint venture enterprise has legal status under Vietnamese law and is established and operates from the date of issuance of an investment license.

Regarding the legal status of the joint venture company

The joint venture enterprise has legal status under Vietnamese law, is established and operates from the date of issuance of the investment license;

A joint venture enterprise is established in the form of either a limited liability company or a joint stock company. In which, each joint venture party is legally responsible for its capital contribution to the legal capital of the enterprise;

Legal capital: The legal capital of the joint venture enterprise must be at least 30% of the investment capital. For infrastructure construction projects, investment projects in areas where investment is encouraged, afforestation projects, and large-scale projects, this ratio may be lower, but not less than 20% of the investment capital and must be approved by the investment licensing agency. The capital contribution ratio of the foreign joint venture party or parties shall be agreed upon by the joint venture parties, but must not be lower than 30% of the legal capital of the joint venture enterprise. Based on the business field, technology, market, business efficiency and other socio-economic benefits of the project, the investment licensing agency may consider allowing the foreign joint venture having a lower capital contribution ratio, but not less than 20% of the legal capital. The outstanding feature of a joint venture enterprise is the cooperation between foreign investors and Vietnamese investors to contribute capital for production and investment investment. The rate of capital contribution of each party will determine the level of participation in the management of the business, the rate of profit to be enjoyed as well as the risks that each party participating in the joint venture has to bear.

Conditions for establishing a joint venture company

In order to establish a joint venture company, investors need to meet the following conditions:

Foreign enterprises do not violate the laws of Vietnam and abroad, and are not prohibited from establishing and undertaking enterprises under Vietnamese law.

About the subject:

Individuals: Must have full capacity for civil acts, and not be in the period of serving prison sentences nor fall under the circumstances specified in Article 13 of the 2014 Enterprise Law;

Legal entity: legally established, still existing at the time of investment;

Ensure compliance with Vietnamese law and international treaties that Vietnam has signed or recognized;

About the financial :

The financial capacity of the investment only must correspond to the amount of capital committed to invest in the project;

The bank holding the deposit used for the investment purpose of the investor must be a bank licensed to operate in Vietnam;

Other company establishment conditions as prescribed by Vietnamese law;

Profile of a joint venture company

The investor profile that must be prepared will include different types of documents (You can contact Minh Anh Law to receive a sample set of documents suitable for the type of business you intend to establish), To establish a joint venture company, investors need to prepare the following documents:

A written request for an investment certificate, made according to a uniform form prescribed by a competent authority;

A document certifying the investor’s legal status;

Investor’s financial statements for the last 2 years (If any);

A written certification of legal capital, issued by a competent agency or organization, for companies conducting business lines that require legal capital as prescribed by law;

Practicing certificates of members and other individuals, for companies engaged in business lines and professions that are required by law to have practice certificates;

Draft of Company’s charter;

Economic – technical explanation with the contents of objectives, investment location, land use demand, investment scale, investment capital, project implementation progress, technological solutions, solutions on environment;

Procedure to establish a foreign joint venture company in Vietnam

According to the regulations on establishment of a joint venture company with a foreign country, the investor must fully perform the following steps:

Prepare dossiers and documents;

Apply for a certificate of investment in a joint venture company;

Investors submit documents at BPMC (one-stop shop) of SKH&I/BQLKCN (Department of Planning and Investment/ Management Board of Industrial Parks/Cities under central authority), or submit documents at the secretariat office or other departments according to specific regulations of each locality if some agencies do not have BPMC;

Department of Planning and Investment/ Management Board of Industrial Parks of Provinces/Cities under central authority: accept dossiers, issue notices requesting amendments and supplements to dossiers or submit to People’s Committees of cities/Directors approved by the industrial park management board.

Investors receive the results of settlement of dossiers at the One-Stop Department. If the profile is not valid, the result is a notice requesting to amend and supplement the profile. After amending the dossier, the investor re-submits the dossier at the One-Stop Department and follows the same order as the first submission;

* Apply for a Certificate of Tax Identification Number and Company Seal

Businesses do not need to apply for a tax code, because the tax code will also be the business number. However, for the form of joint venture, there will be a little difference that investors should note as follows:

After obtaining the Investment Certificate (this is also the business license), the enterprise needs to carry out the seal engraving procedure (at the enterprise providing seal engraving service chosen by the enterprise, Minh Anh Consultant will help you) this). After obtaining the seal of the enterprise, the new investor can carry out the procedures for applying for a tax code. The reason these organizations have to do so is because the Tax Code Certificate is issued later and is independent of the Investment Certificate and Operation Certificate of the unit.

Services of LSX

Prestigious professional services: Firstly, the team of consultants and consultants for many years in the field of civil status, and customer support.

On-time: Certainly, with the motto “Get your lawyer right at your fingertips”, we ensure the service always performs on time. The rights and interests of customers always come first.

Cost: Besides, LSX’s service costs are highly competitive; depending on the nature of the particular case. So, we want our guests to have the best possible service experience. Therefore, costs which guaranteed to be the most suitable and economical for customers.

Confidentiality of client information: Finally, all brand information of client LSX will be 100% confidential.

Please contact us immediately if you have any questions about “Procedure to establish a foreign joint venture company in Vietnam”

Contact LSX

Finally, hopefully the information in the article will provide helpful information for readers and help you solve the problem “Procedure to establish a foreign joint venture company in Vietnam” At the same time, LSX Law firm always has leading lawyers and legal consultants who will help you in legal matters of life. If you have any need, please get in touch with us via hotline: +84846175333 or Email:

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Frequently asked questions

What are the advantages of forming a joint venture company through a business contract?

This joint venture company will be separated from the businesses of both joint ventures and operate independently and separately; thereby ensuring clarity and transparency in accounting as well as ease of control during business operations.
A joint venture contract is signed in case an individual or organization being a foreign investor wishes and wishes to do business with a Vietnamese partner to establish a foreign-invested company. in Viet Nam.
Provided that the foreign investor must fully satisfy the provisions of current Vietnamese law on enterprises or as agreed upon in a number of international agreements to which Vietnam is a contracting party. pellets.
For example, about: business lines, having sufficient financial capacity, having legal status for individuals or organizations as investors, the content of the investment plan in accordance with the actual situation of the investor. Vietnam, etc…

What is a joint venture contract?

Joint venture contract is a type of contract in which the parties to the contract will agree on business cooperation in the form of establishing a completely new company owned by both parties. .
– In case the subject of the joint venture contract is an investor from a foreign country, an investment registration certificate is required for the above joint venture contract to take effect.
In case the parties to the contract are Vietnamese legal entities, the company will be established in accordance with the current law on enterprises in Vietnam.
The joint venture contract takes effect when an investment license is granted, after meeting all conditions and providing all necessary papers and documents to complete the investment registration procedure in Vietnam. .

Latest joint venture contract template?

The latest joint venture contract template includes the following basic contents:
National title, motto
– Time and place of contract establishment
– Basic information about the parties to enter into the joint venture contract
Company name
Type of business
– Address of head office, business location, branch and representative office of the company
Business lines of the enterprise
– Total legal capital and investment capital of the company
– Information of the legal representative of the company
– Mechanism of management and organization of the operating apparatus of the joint-venture enterprise
– Ratio of loss, profit and risk-bearing responsibility of each party to the joint venture contract
– Rights and obligations of each party when entering into the contract
How to resolve if there is a dispute
– Other agreements (if any)
Validity of contract
Some other agreement contents, etc.
– Finally, sign and stamp to confirm agreement with the above agreements of the contracting parties.

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