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Establishing a company with Chinese capital in Vietnam
The Vietnamese market continues to be an attractive destination for foreign investors, including those from China. Therefore, what are the requirements and procedures for establishing a company with Chinese capital in Vietnam? Let us explore this with Siglaw Law Firm through this article!
Documents that Chinese people need to prepare to establish a company in Vietnam
According to the report from the Foreign Investment Agency (Ministry of Planning and Investment), the number of projects and share acquisition transactions in Vietnam by investors from Mainland China and its territories has been increasing significantly. It can be observed that Vietnam is one of the countries with the potential to attract foreign investment due to its stable political situation, dynamic economy, numerous open-door policies for foreign investors, abundant labor force, and low costs.
- Valid Passport
- Financial Capacity to Execute the Project: Chinese investors must demonstrate their financial capacity through a bank account balance confirmation or a savings book in the investor’s name, reflecting an amount corresponding to the investment in Vietnam.
- Location for Project Execution: Chinese investors must ensure they have a location to carry out the project, which includes having a lease agreement for a house or office in Vietnam to register the company’s headquarters. Note that the address cannot be a condominium or a collective building.
For each investment field, there will be separate conditions regarding procedures, capital contribution ratio, investment capital, and investment form.
Establishing a company with Chinese capital in Vietnam
Regulations of Vietnamese law on conditions for investment capital from China into Vietnam
Vietnamese law specifically stipulates that when an investor wishes to establish a company with Chinese capital, they must meet the following specific conditions:
- Legal representatives and owners for Chinese investors contributing capital in Vietnam: Must be at least 18 years old, the passport must be valid and not belong to any group prohibited from establishing a company.
- Company Address: Must have a defined address that is not located in a residential apartment complex.
- Company Name: The company name must not be identical or confusingly similar to the names of companies that were established previously (applicable nationwide).
- Charter capital: Determine the legal capital for business registration. Charter capital is the amount contributed or committed to be contributed by the owner, members, or shareholders within a certain period and recorded in the company’s charter. Under Vietnamese law, the current capital contribution period must not exceed 90 days from the date the enterprise registration certificate is issued.
- Business sectors: The sectors that an individual or Chinese enterprise wishes to register must be permitted by law, and the enterprise must meet the conditions for those sectors (if applicable) and not fall under sectors prohibited by Vietnamese law.
- Company type: The business owner must carefully select the appropriate company type based on criteria such as tax liability, legal liability, transferability, and the ability to add or replace members, as well as the scale of the business, to ensure effective operations.
- Regarding the form of investment and scope of activities: Individuals or enterprises from China participating in investment activities in Vietnam must meet the conditions set forth by Vietnamese law and other regulations under international treaties to which the Socialist Republic of Vietnam is a party.
- Capital ownership ratio: Chinese investors wishing to own 100% of the charter capital of the company must comply with conditions regarding the sectors and business activities stipulated in the international commitments to which Vietnam and China are parties. Therefore, Chinese investors engaging in sectors with conditional business requirements must establish joint ventures with Vietnam or face limitations on the amount of charter capital they can own. They will have to adhere to these regulations and will not be able to establish a company with 100% foreign investment.
Procedures for establishing a company with Chinese capital in Vietnam
Step 1: Application for Investment Registration Certificate
Before proceeding with the application for the Investment Registration Certificate, the investor must fill out an online form providing information about the investment project on the National Foreign Investment Information System.
The processing time for the application is 15 days. In cases of refusal, a written notification must be provided to the investor, clearly stating the reasons for the denial.
Step 2: Application for Enterprise Registration Certificate
The investor submits the application to the Department of Planning and Investment directly or online via the National Portal for Business Registration.
The Department of Planning and Investment will assess the validity of the application and issue the Enterprise Registration Certificate.
The company shall proceed with the engraving of the corporate seal and other post-establishment procedures.
Receiving Authority: Department of Planning and Investment of the province/city.
Processing Time for Issuance of the Enterprise Registration Certificate: 03 working days from the date the investor submits a complete and valid application as per regulations.
If have any questions regarding the establishment of a company with Chinese capital in Vietnam, please contact Siglaw Firm. Siglaw is always ready to provide detailed answers!
For further details, please contact:
Phone: (+84) 961 366 238
Email:
- vphn@siglaw.com.vn
- vphcm@siglaw.com.vn
Headquarters: No.44/A32-NV13, Gleximco A, Le Trong Tan street, An Khanh, Hoai Duc, Ha Noi, Vietnam.
Southern branch: A9.05 BLOCK A, SkyCenter Building, 5B Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam.
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