Establishing a foreign-invested real estate trading company in Vietnam

Establishing a foreign-invested real estate trading company in Vietnam

Conditions for establishing a foreign-invested real estate company in Vietnam

Real estate business is a sector in the schedule of commitments of Vietnam when joining the WTO, and is a sector with limited market access according to the provisions of Vietnamese law. Therefore, when investing in real estate business in Vietnam, foreign investors need to meet the following conditions:

Conditions on establishment of foreign-owned enterprises dealing in real estate under Article 75(2) of the Law on Investment 2020. Accordingly, foreign investors must establish a company when carrying out investment activities in the field of real estate. Currently, the legal capital limit of enterprises not less than 20 billion VND of the Law has also been abolished. And the Law allows foreign investors to set up enterprises with 100% foreign capital to invest in real estate business.

Conditions on scope of real estate business: Foreign investors may operate within the following scope (Clause 3, Article 11 of the Law on Real Estate Business):

• Renting houses and construction works for sublease;
• For land leased by the State, it is allowed to invest in the construction of houses for lease; invest in the construction of houses and construction works other than houses for sale, lease, or lease-purchase;
• Receive transfer of the whole or part of real estate project of the investor to build houses, construction works for sale, lease, lease purchase;
• For land allocated by the State, it is allowed to invest in the construction of houses for sale, lease, or lease-purchase;
• For leased land in industrial parks, industrial clusters, export processing zones, hi-tech parks and economic zones, they may invest in building houses and construction works for business according to the right land use purposes.

Procedures for establishing a foreign-invested real estate company in Vietnam

Step 1: Apply for a certificate of real estate investment and business registration at the investment registration agency (In case of not having to apply for investment policy approval)

The investor submits a set of documents to the competent authority (Department of Planning and Investment or the Management Board of Industrial Parks of the province/city where the Investor implements the real estate investment project).

The dossier includes: (Clause 1, Article 33 of the Law on Investment 2020)

• A written request for the implementation of a real estate investment project (made according to the form);
• Documents on legal status of real estate investors (Passport for individual investors; Decision on establishment/business registration for institutional investors);
• Documents proving financial capacity of real estate investors (One of the following documents: financial statements of the last 2 years; commitment to financial support of the parent company; commitment to financial support of the organization finance; guarantee on the financial capacity of the investor; other documents proving the financial capacity);
• Proposing real estate business investment project (State the following main contents: investor, objectives, scale, investment capital and capital mobilization plan, location, duration, implementation progress,… impacts, socio-economic efficiency of the project, preliminary environmental impact assessment, …)
• A copy of the land use right document or other document determining the right to use the location for the implementation of the investment project (in case the project does not require the State to allocate or lease land or permit the change of purpose). using land)
• Technology explanatory content (in the investment project, for projects subject to appraisal and collection of opinions on technology in accordance with the law on technology transfer)
• BCC contract (for investment projects in the form of BCC contract)
• Other documents related to the investment project (if any)

Within 15 working days from the day on which the complete application is received, the investment registration authority shall consider and issue the Investment Registration Certificate to the investor. In case of refusal, it must be made in writing and clearly state the reason for the refusal.

Step 2: Apply for a Enterprise Registration Certification at the Business Registration Office

After being granted the Investment Registration Certificate, the investor needs to follow this step 2 to complete the process of establishing a foreign-invested company in Vietnam operating in the real estate business.

The investor submits a set of documents to the competent authority (Business registration office under the Department of Planning and Investment of the provinces/cities). Documents include:

• An application for business registration (made according to the form) with registration of real estate business lines;
• Company’s charter;
• List of founding shareholders and shareholders being foreign investors (if it is a joint stock company); List of members (if it is a two-member limited liability company);
• Documents on legal status of the representative (If being an individual: Copy of passport/citizen identity card/identity card; for organizations: establishment decision/business registration certificate/ equivalent documents and passport/national identity card/citizen identification with written authorization for the capital manager in Vietnam;
• A certified copy of the issued Investment Registration Certificate;

Within 03 – 07 working days from the day on which the complete application is received, the business registration authority shall grant the business registration certificate to the enterprise. The case of refusal must be in writing and clearly state the reason.

Notes when setting up a foreign-invested real estate company

During the process carrying out the procedures for establishing a foreign-invested real estate company:

• Foreign investors need to meet the conditions for establishing an enterprise in Vietnam;
• Need to meet the conditions on the scope of real estate business activities in Vietnam;
• Satisfy the conditions on types of real estate to be put into business investment.

In order to fully understand these conditions and properly and fully comply with regulations, investors should consult reputable and competent organizations in consulting or implementing business investment in the real estate sector so that the investment and business activities in Vietnam can achieve a higher efficiency.

Service of Establishing a foreign-invested real estate trading company in Vietnam from Siglaw team

When using the service of establishing a foreign-invested real estate company in Vietnam of Siglaw Law Firm, customers will receive:

• Free consultation on contracts, regulations on enterprise law, FDI law in Vietnam.
• Free consultation on issues related to recruitment, use of foreign workers, residence of foreigners in accordance with Vietnamese law.
• Incentives for regular consultation and answers to tax-related issues: Personal income tax, corporate income tax, etc. at the time of hiring the service of setting up a foreign-invested real estate company of Siglaw .
• … And many other added values ​​that exceed customers’ expectations!

For a comprehensive free consultation, please contact:

Siglaw Law Firm

Phone: (+84) 961 366 238

Email:

• vphn@siglaw.com.vn
• vphcm@siglaw.com.vn

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