To establish a 100% foreign-invested enterprise; a foreign investor must apply for an Investment Certificate and send it to the Investment Certificate-issuing agency. Steps to establish a company with 100% foreign capital? Let us learn about this topic with LSX Law firm below:
Steps to establish a company with 100% foreign capital
Step 1: Register the investment policy at the competent authority to establish a company with 100% foreign capital
When a foreign investor enters Vietnam to invest in a project; he/she must carry out procedures to apply for an Investment Registration Certificate. However, before carrying out the procedures to apply for an Investment Registration Certificate; in some cases, the investor must register the investment policy under the authority of the Prime Minister or the provincial People’s Committee.
Step 02: Apply for an Investment Registration Certificate for a company with 100% foreign capital.
In the following cases, the investor must carry out applying for an Investment Registration Certificate.
Investment projects of foreign investors;
Or Investment projects of the following economic organizations:
Firstly, Having a foreign investor holding 51% or more of the charter capital or having the majority of general partners being foreign individuals; for economic organizations being a partnership;
Secondly, Having the above-said economic organizations holding 51% or more of charter capital;
Lastly, foreign investors and economic organizations are specified above, holding 51% or more of charter capital.
Time to issue Investment Registration Certificate for 100% foreign-owned company
For investment projects not subject to a decision on investment policies:
15-20 working days from the date of receipt of complete dossiers.
Furthermore, for investment projects subject to an investment policy decision:
05 – 10 working days from the date of receipt of the decision on investment policy.
Step 03: Establish an enterprise and issue a business registration certificate to a 100% foreign capital company.
After obtaining the investment registration certificate, investors need to prepare documents to set up a business.
Time to issue business registration certificates for companies with 100% foreign capital
05 working days from the date of receipt of complete and valid documents
Step 04: Posting the announcement of the establishment of a company with 100% foreign capital
After an enterprise is granted an enterprise registration certificate; it must make a public announcement on the national business registration portal according to the order and procedures and pay fees as prescribed.
The content to be announced includes the contents of the Business Registration Certificate and the following information:
Also list of founding shareholders and shareholders being foreign investors for joint-stock companies.
Implementing agency: Reporting division of the Business Registration Authority – Provincial Department of Planning and Investment.
Step 05: Engrave the company’s seal with 100% foreign capital.
After obtaining the Certificate of Business Registration and posting the enterprise establishment statement; the enterprise conducts seal engraving at one of the licensed seal engraving units. Enterprises decide by themselves the number and form of seals within the scope permitted by law.
According to the provisions of the Enterprise Law 2020, which takes effect from January 1, 2021, the enterprise engraves its seal. It is solely responsible for using the company’s legal seal. Therefore, companies with 100% foreign capital and companies with Vietnamese capital do not have to publish a notice of seal sample as before. This is also a very new point of Enterprise Law 2020. However, it is also a concern of many businesses in self-management and use of the seal of the enterprise without supervision from relevant state management agencies.
Finally, hope this article is helpful for you!
After an enterprise is granted an enterprise registration certificate, it must make a public announcement on the national business registration portal according to the order and procedures and pay fees as prescribed. The content to be announced includes the contents of the Business Registration Certificate and the following information:
Firstly, the line of business;
Secondly, List of founding shareholders and shareholders being foreign investors for joint-stock company.
– To be secure in terms of capital and assets under their ownership; and To transfer profits, principals and interests of foreign loans, investment capital, money and other assets under their lawful ownership to their home country or to another country; – To reach agreement with the business co-operation party, the Vietnamese joint-venture party on the selection of a form of arbitration or a court to settle disputes arising during the investment process; – Enjoy the customs, entry, residence and travel regimes within the Vietnamese territory as prescribed by the competent Vietnamese state agencies.