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Establishing foreign-invested companies in Vietnam has become more popular than ever, so many foreign investors need to have an overview of the issues they need to know when establishing foreign-invested companies. outside. So what are these notes? Let’s find out in the article below.
An Investment registration certificate
Some basic information about the certificate
The Investment Certificate issuance process for foreign investors includes having an investment project. The Investment Certificate is not only a business registration document but also plays an important role in the investment evaluation and registration process. This process is based on factors such as (i) project type, (ii) investment capital scale and (iii) determining whether the project belongs to the conditional investment field or not.
For foreign investment projects, the Investment Certificate will have a fixed term of not over 50 years, but can be extended up to 70 years if approved by the Government.
The Investment Certificate will clearly detail the scope of business activities that foreign investors are allowed to conduct in Vietnam, including the amount of investment capital, location and land area to be used, along with any related incentives (if any). In addition, this document will also describe the progress of investment project implementation.
Procedure of applying for “Investment Registration Certificate”
Step 1: Apply for investment policy approval (in case the project required a policy approval)
Step 2: Apply for Investment Registration Certificate
Documents including:
- Written request to implement the investment project, including a commitment to bear all costs and risks if the project is not approved;
- Documents on the investor’s legal status;
- Copy of the investor’s most recent 02 years of financial statements; commitment to financial support from the parent company; commitment to financial support from financial institutions; guarantee of the investor’s financial capacity; or other documents proving the investor’s financial capacity;
- Proposal of investment project (which clearly states the investor or method of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, deadline, Implementation progress, information on current land use status at the project location and proposed land use needs (if any), labor needs, proposals for investment incentives, impacts, socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) according to the provisions of law on environmental protection).
- In cases where the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
- In case the investment project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of land use rights documents or other documents determining the right to use the location for implementation. current investment project;
- Content explaining the technology used in investment projects for projects subject to appraisal and consultation on technology according to the provisions of law on technology transfer;
- BCC contract (if any)
- Other documents related to the investment project, conditions and capacity requirements of the investor according to the provisions of law (if any).
Form of submitting:
- Online: Through website (https://dangkyquamang.dkkd.gov.vn/auth/Public/LogOn.aspx?ReturnUrl=%2fauth%2fdefault.aspx )
- Directly: Provincial Department of Planning & Investment where the project takes place
Step: Get the certificate
The reviewing takes about 15 working days from the date of receiving valid documents. In case that project must follow the evaluation process, this period is up to 30 working days.
Business registration certificate for foreign-invested companies
Foreign-invested companies can only operate when they have applied for permission to invest in Vietnam (step 1 above). After that, the business shall apply for a Business Registration Certificate to officially operate in Vietnam.
A business registration certificate is a license granted to individuals and organizations to conduct business activities when they fully comply with the business registration conditions according to the provisions of law.
Procedure of applying for a Business Registration Registration for foreign-invested companies
Documents:
In case of establishing limited liability company:
- Form for business registration.
- The company’s charter.
- List of members.
- Copies of the following documents:
- Citizen identification card, ID card, passport or other legal personal identification of each individual member or legal representative.
- Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the organizational member.
- For members that are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consular legalized.
- Investment registration certificate for foreign investors according to the provisions of the Investment Law.
In case of establishing limited liability company:
- Form for business registration.
- The company’s charter.
- List of founding shareholders and shareholders who are foreign investors (list of authorized representatives, if any).
- Copies of the following documents:
- Citizen identification card, ID card, passport or other legal personal identification of each individual member or legal representative.
- Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the shareholder being an organization.
- For shareholders who are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consular legalized.
Investment registration certificate for foreign investors according to the provisions of the Investment Law.
The application shall be submitted online, through website (https://dangkyquamang.dkkd.gov.vn/auth/Public/LogOn.aspx?ReturnUrl=%2fauth%2fdefault.aspx). If your documents are valid, the authority will issue a Enterprise registration certificate after 3 working days.
Some things should be taken into account after establishing a foreign-invested enterprise
Open a bank account:
You can choose to open a bank account for a legal entity in Vietnam at many banks globally. Banks in Vietnam that you can consider include Vietcombank, Standard Chartered Bank (Vietnam) Limited, HSBC Bank (Vietnam) Ltd, Citibank Vietnam, Techcombank, and many others.
Open an E-Commerce Account:
This service will be deployed once the company’s bank account is activated.
Accounting and Auditing Reporting Services:
Our team of accounting and auditing experts, lawyers, and legal experts will assist you in implementing your storage, book updating, accounting, and auditing requirements to ensure that the company complies with the regulations of the country where it operates.
Notes
Regarding investment conditions
For foreign investors, investment requirements include the following conditions:
- Charter capital ownership ratio of foreign investors in economic organizations.
- Form of investment.
- Scope of investment activities.
- Capacity of investors and partners participating in investment activities.
Other conditions as prescribed in laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government, and international treaties to which the Socialist Republic of Vietnam Nam is a member.
Foreign investors are not allowed to invest in businesses that do not have market access, as specified in Section A, Appendix I of Decree No. 31/2021/ND-CP dated March 26, 2021.
For industries and occupations with access conditions as prescribed in Section B, Appendix I of Decree No. 31/2021/ND-CP dated March 26, 2021, foreign investors must meet the following conditions: Market access conditions are announced in accordance with the provisions of Article 18 of this Decree.
Regarding capital and capital contribution ratio of foreign investors
International agreements commit to Vietnam’s market openness, and current laws in Vietnam only mention the conditions for minimum investment capital or charter capital required when carrying out investment activities. investment in a number of specific industries and professions. Sectors such as education, clinics, hospitals, air transport business, and securities require minimum capital for investors.
For industries that do not require a minimum investment capital, individuals or investment organizations can determine the company’s investment capital or charter capital based on the following factors:
- Financial capacity and capacity of individuals or organizations.
- Scope, scale and fields of operation of the company.
- Actual operating costs of the company after establishment (charter capital will be used for activities after establishment).
- Contract value which will be signed with the partner.
It should be noted that investment capital contributions must comply with the deadline registered on the Investment Registration Certificate. After this deadline, the Bank may refuse to accept investment capital. Regarding charter capital, according to the 2020 Enterprise Law, investors must contribute capital within 90 days from the date the company receives the Business Registration Certificate.
The investor’s capital contribution process will be done through transfer from foreign accounts to the capital account of foreign-invested economic organizations established in Vietnam.
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Email:
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