With policies to expand many incentives to encourage economic development and attract foreign investment, Vietnam is one of the markets targeted by many foreign investors. Current law has specific regulations on procedures for opening foreign-invested companies in Vietnam. So about the matter “Procedure to open a foreign company in Vietnam” Let’s find out with LSX in the article below.
Legal grounds
- Investment Law 2020;
- Decree 31/2021/ND-CP guiding the Law on Investment;
- Decree 50/2016/ND-CP stipulating penalties for administrative violations in the field of planning and investment
Procedure to open a foreign company in Vietnam
To carry out the procedures for opening a company with foreign capital in Vietnam, investors follow the following steps:
Step 1: The investor carries out the procedures to apply for an investment policy approval (in case the project must apply for an investment policy decision).
Step 2: Investors carry out procedures to apply for Investment Registration Certificate;
Step 3: The investor carries out the procedures to apply for the Certificate of Business Registration.
Dossier to open a company with foreign capital in Vietnam
Dossier of application for approval of investment policy (in case an investment project requires approval of an investment policy)
– The list of dossiers includes the following documents:
(1) A written request for implementation of the investment project, which includes a commitment to bear all costs and risks if the project is not approved;
(2) Documentation of investor’s legal status;
(3) Documents proving the financial capacity of the investor include at least one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the investor’s financial capacity;
(4) Proposing investment projects;
If the construction law provides for the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
(5) In case the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or other documents determining the land use right must be submitted. location for implementation of investment projects;
(6) Contents of explanations about technology used in investment projects, for projects subject to appraisal and collection of opinions on technology in accordance with the law on technology transfer;
(7) BCC contract for investment projects in the form of BCC contract;
(8) Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).
– The order of execution:
+ For investment projects falling under the Prime Minister’s policy approval competence:
• Investors submit 08 sets of application for policy approval to be submitted to the Ministry of Planning and Investment.
• Within 03 working days from the date of receipt of complete and valid dossiers, the Ministry of Planning and Investment shall send the dossiers for appraisal opinions of relevant state agencies.
• Within 15 days from the day on which the application is received, the consulted agency shall give its opinion on the contents under its state management and send it to the Ministry of Planning and Investment.
• Within 40 days from the date of receipt of the dossier, the Ministry of Planning and Investment shall organize the appraisal of the dossier and make an appraisal report and submit it to the Prime Minister for approval of the investment policy.
• The Prime Minister considers and approves the investment policy.
+ For projects under the jurisdiction of the People’s Committee of the province to approve the policy:
• Investors submit 04 sets of dossiers at the Department of Planning and Investment.
• Within 03 working days from the day on which the complete and valid application is received, the investment registration agency shall send the application for appraisal opinions of the relevant state agency.
• Within 15 days from the day on which the application is received, the consulted agency shall give its opinion on the contents under its state management and send it to the investment registration agency.
• Within 25 days from the date of receipt of the application, the investment registration agency shall make an appraisal report and submit it to the People’s Committee of the province.
• Within 07 working days after receiving the application and appraisal report, the People’s Committee of the province shall approve the investment policy.
+ For investment projects under the authority to approve policies of the Management Board of industrial parks, export processing zones, hi-tech zones and economic zones:
• Investors submit 04 sets of dossiers at the Management Board of industrial parks, export processing zones, high-tech zones and economic zones.
• Within 03 working days from the date of receipt of valid dossiers, Management Boards of industrial parks, export processing zones, high-tech zones and economic zones shall send the dossiers for appraisal opinions from relevant agencies. related to the contents within the scope of state management of that agency.
• Within 15 days from the date of receipt of the request of the Management Board of industrial parks, export processing zones, high-tech zones and economic zones, the consulted agency shall give opinions on the contents within the scope of its scope. for their state management, to the Management Boards of industrial parks, export processing zones, high-tech zones and economic zones;
• Within 25 days from the day on which the valid application is received, the Management Board of the industrial park, export processing zone, high-tech zone and economic zone shall make an appraisal report and decide to approve the investment policy.
Dossier of application for an Investment Registration Certificate
– List of dossiers: Investors prepare dossiers as prescribed in Section 3.2.
– The order of execution:
+ The investor submits 01 application at the competent investment registration agency;
+ Within 05 working days from the date of receiving the investment policy, the investment registration agency has the authority to grant the investment registration certificate to the investor.
+ In case the investment project is not required to apply for approval of the policy: within 15 working days from the date of receipt of a valid application, the investment registration agency has the authority to issue a certificate of registration. investment for investors.
Dossier to apply for a Certificate of Business Registration for a company with foreign capital in Vietnam
– The list of dossiers includes the following documents:
(1) An application for enterprise registration;
(2) Charter of the company;
(3) List of companies/ List of founding shareholders/ List of authorized representatives;
(4) A valid copy of legal papers of the legal representative and the Company’s owner/member/shareholder
+ For individuals: ID card/CCCD/Passport;
+ For organizations: Business registration certificate or establishment decision (if any).
(5) A valid copy of the Investment Registration Certificate.
– The order of execution:
+ Enterprises prepare 01 set of documents to submit at the Business Registration Office where the enterprise’s head office is located.
+ Within 03 working days from the date of receipt of the valid application, the Business Registration Office shall issue the Certificate of Business Registration.
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Frequently asked questions
– Doing business and operating in accordance with the provisions of the license
– Have the right to rent offices, buy business equipment
Implement the labor recruitment process
– Have the right to open accounts at Vietnamese banks
– Engrave the seal and use the seal according to regulations
Some other benefits
To enjoy the benefits always comes with conditions. Establishing a representative office of a foreign company in Vietnam is not an exception to that rule. Foreign individuals and organizations who want to be recognized by Vietnamese law and granted a license to establish a representative office must comply with the law. comply with the conditions specified in Article 7, Chapter 2, Decree 07/2016/ND-CP.
Conditions for establishing a representative office of a foreign company in Vietnam are as follows:
Foreign individuals and organizations may establish and register their business in accordance with the regulations of the country or territory or accepted by the country or territory. The legal provisions of the country and territory must take effect for Vietnam
– Has been in production and business activities for at least one year from the time of establishment
– If the enterprise establishment dossier of a foreign individual or organization has limited operation time, that time must be at least one year.
Representative offices established by foreign individuals or organizations must have activities consistent with Vietnam’s commitments.
If the operation content is not suitable, the foreign individual or organization setting up a representative office must be approved by the Minister of specialized management.
To establish a representative office of a foreign company as a basis for traders to learn about the market, and to organize the implementation of commercial activities in order to expand and develop their business in accordance with current law provisions. Article 3, Section 1 of the Commercial Law has explained quite clearly about the representative office of foreign companies in Vietnam.
Accordingly, customers can understand:
– Representative office of a foreign company is a dependent unit of a foreign enterprise
– Established in Vietnam according to the legal regulations to promote commercial activities
Basically, it is not too different from a typical representative office.
Conclusion: So the above is Procedure to open a foreign company in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
