Establishment of a foreign invested company in Vietnam

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In order to help a foreign investor to establish a foreign invested company in Vietnam, UNILAW – a reputable law firm in Vietnam will advise the foreign investor to carry out all legal necessary procedures and provide the foreign investor with a high quality services in obtaining permits (so-called “Investment Registration Certificate” and “Enterprise Registration Certificate”). Which above permits, the foreign investor can carry out an investment project in Vietnam.

 

In 2017, the establishment of the foreign invested company in Vietnam of the foreign investor must comply with the provisions of the Law on Investment and Law on Enterprises issued in 2014.

 

Foreign investor means an individual holding a foreign nationality or an organization established under foreign laws an making business investment in Vietnam [Clause 3.1, Law on Investment No. 67/2014/QH13 issued on November 26, 2014 (the “Law on Investment”)]

 

  1. Forms of investment:

Investors may establish business organizations in accordance with law. Before establishing a business organization, the foreign investor must have an investment project and apply for a Certificate of investment registration following the procedures in Article 37 of the Law on Investment, and satisfy the following conditions:

 

  1. The investor’s charter capital as follows:
  • Foreign investors may own an indefinite amount of charter capital invested in business organizations, except for the following cases:
  1. The holdings of the foreign investors at listed companies, public companies, securities-trading organizations, and securities investment funds are conformable with regulations of law on securities;
  2. The holdings of the foreign investors at state-owned companies that have been equitized or converted are conformable with regulations of law on equitization and conversion of state-owned companies;
  3. With regard to holdings of the foreign investors in other cases than those mentioned in Point a and Point b as mentioned above, relevant regulations of law and the international agreements to which the Socialist Republic of Vietnam is a signatory shall apply.

 

  1. The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory.

(Clause 22, the Law on Investment).

II.         The process of establishing a foreign invested company: 

Step 1: Obtain the Investment Registration Certificate for investment project in Vietnam.

 

Step 2:

 

Obtain the Enterprise Registration Certificate.

 

Step 3: Implement post-Investment Certificate and Enterprise Registration Certificate procedures.

 

  • Obtain the Investment Registration Certificate

 

  1. Procedures:
  2. If the project is subject to issuance of a decision on investment policies as prescribed in Article 30, Article 31, and Article 32 of the Law on Investment, the registry office shall issue the Certificate of investment registration to the investor within 05 working days from the receipt of the decision on investment policies.
  3. If the project it not subject to issuance of a decision on investment policies as prescribed in Article 30, Article 31, and Article 32 of the Law on Investment, the investor shall follow the procedures below:
  • Documents: The investor shall submit the documents mentioned in Clause 1 Article 33 of the Law on Investment to the registry office;
  • Get results: Within 15 days from the receipt of sufficient documents, the registry office shall issue the Certificate of investment registration. In case of rejection, the investor must be notified in writing and provided with explanation.

 

  1. Implementing investment procedures on National Foreign Investment Information System:

The foreign investor implements investment procedures on National Foreign Investment Information System according to the provisions of Clause 23, Decree No. 118/2015/ND-CP of the Government issued on November 12, 2015- guidelines for some acticles of the Law on Investment.

 

  1. Obtain the Enterprise Registration Certificate
  2. Process, procedures for business registration
  3. The founder of the enterprise or an authorized person shall submit the application for enterprise registration prescribed in the Law on Enterprises No. 68/2014/QH13 issued on November 26, 2014 to the business registration authority.
  4. The business registration authority shall consider the legitimacy of the application for enterprise registration and issue the Certificate of Business registration within 03 working days from the day on which the application is received. If the application is rejected, a written notification must be sent to the founder. The notification must provide explanation and necessary adjustments or additions.

 

  1. Implement post-Enterprise Registration Certificate procedures:
  2. Making the enterprise’s seal;
  3. Send the seal design to the business registration authority in order for the business registration authority to post it on the National Business Registration Portal;
  4. Announcing business registration information.

 

  1. Procedures for a Business Permit (need to apply for a business permit for a foreign invested company doing business in the sector of import and export right and distribution right).

Implementing procedures for business permit comply with the provisions of Decree No. 23/2007/ND-CP of the Government issued on February 12, 2007 and Circular No. 08/2013/TT-BCT of the Ministry of Commerce issued on April 22, 2013.

 

  1. Other post-Investment Registration Certificate and Enterprise Registration Certificate procedures

We will advise foreign investor to implement other procedures in accordance with provisions of Vietnamese laws applied to the foreign invested enterprise on taxes, digital signatures, VAT invoice, sub – licenses…

 

UNILAW is a prestigious law firm with a commitment to provide foreign investor with fast, efficient and quality services of a foreign invested company establishment. Please contact us immediately for detailed advice!

 

Our contacts:

Ha Noi, Sai Gon, Nha Trang: +84-4-35112081 (legal@unilaw.vn)

 

 

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