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ESTABLISHING AN FDI COMPANY IN EXPORT PROCESSING ZONES
Establishing an FDI company in export processing zones not only brings economic benefits but also lays the foundation for the sustainable development of foreign enterprises in Vietnam. Export processing zones, with their unique incentives, provide an ideal environment for international businesses seeking to expand production and export activities. Therefore, from market research and identifying product niches to handling legal procedures and building infrastructure, the process of establishing an FDI enterprise in an export processing zone requires focus, patience, and a deep understanding of legal regulations as well as business practices in Vietnam. In this article, Siglaw will provide clients with a specific process for investing in and establishing a foreign-invested company in export processing zones.
Procedure for establishing an FDI company in export processing zones
Compared to implementing a regular foreign-invested project, carrying out a foreign investment project in export processing zones has some differences, as foreign investors must register for investment approval and complete the investment registration procedures. The process of establishing a foreign-invested company in an export processing zone is carried out as follows:
Step 1: Register for Investment Approval
Depending on the scale and nature of the foreign investor’s investment project, the National Assembly, the Prime Minister, or the provincial People’s Committee has the authority to approve the investment policy. In practice, most cases of foreign investor projects in export processing zones fall under the authority of the provincial People’s Committee for investment policy approval.
Step 2: Investment Registration
The foreign investor submits the following documents to the Export Processing Zone Management Authority:
- A document requesting to implement the investment project for establishing a foreign-invested company in the export processing zone;
- An investment project proposal. If the construction law requires a pre-feasibility study report, the investor may submit this report in place of the investment project proposal;
- Documents proving the financial capacity of the investor;
- An explanation regarding technology use for projects that utilize technology listed in the restricted technology transfer list;
- A commitment regarding the ability to meet customs inspection and supervision conditions as per the regulations on export and import taxes;
- A BCC contract for investment projects in the form of a BCC contract;
- A copy of the ID card/citizen ID or passport for individual foreign investors; a copy of the Certificate of Incorporation or other equivalent documents confirming the legal status for foreign organizational investors;
- A power of attorney for conducting the investment registration procedures.
Within 15 days from the date the investor submits a complete and valid application, the Export Processing Zone Management Authority issues the Investment Registration Certificate to the enterprise. In case of refusal, a written explanation must be provided stating the reasons clearly.
Step 3: Documents for establishing a Foreign-Invested Enterprise in export processing zones
After obtaining the Investment Registration Certificate, the foreign investor proceeds to establish an FDI enterprise in the export processing zone. The documents required to open a foreign-invested company include the following:
- Application for registration of a foreign-invested enterprise in the export processing zone.
- Company charter.
- Certified copy of the Investment Registration Certificate.
- List of members (for partnerships, or for limited liability companies with two or more members) or List of founding shareholders (for joint-stock companies).
- Certified copies of legal documents of the legal representative, members, or founding shareholders; legal documents of the organization for members/shareholders who are organizations.
- Power of attorney for conducting the enterprise registration procedures.
- Other documents as required for specific cases.
Within 3 working days from the date of receiving a complete and valid application, the Investment Registration Authority issues the Business Registration Certificate and publicly announces it on the National Business Registration Portal. In case of refusal, a written explanation must be provided stating the reasons clearly.
Step 4: Engraving the legal seal
After establishing a foreign-invested enterprise in the export processing zone, the enterprise is responsible for engraving its legal seal and can decide on the number and design of the seals.
Step 5: Completing post-establishment procedures for FDI companies in export processing zones
After finalizing the procedures to establish a foreign-invested company in the export processing zone, the investor should pay attention to the following tasks:
- Hang a sign at the head office.
- Notify the tax authority about the method of tax calculation to be applied.
- Open a corporate bank account.
- Register for a digital signature for tax submission.
- Declare and pay the business license tax.
- Issue electronic invoices.
Additionally, as an export-oriented production enterprise, the export processing company needs to build production workshops, factories, install machinery and equipment, prepare housing for workers, and fully comply with the conditions for export processing enterprises as stipulated in Decree 35/2022/ND-CP.
Legal Basis
- Investment Law 2020
- Decree 31/2021/ND-CP detailing and guiding the implementation of the Investment Law
- Enterprise Law 2020
- Decree 01/2021/ND-CP on enterprise registration
- Decree 35/2022/ND-CP on the management of industrial zones and economic zones.
Phone: (+84) 961 366 238
Email:
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.
Central branch: 177 Trung Nu Vuong, Hai Chau District, Da Nang City
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