When investing capital to establish a company in Vietnam, foreign investors should pay attention to the relevant laws to ensure the legality of capital investment, first of all the regulations on establishing a company. Foreign investment has a legal status in Vietnam. With the desire to provide legal support as well as provide legal services to foreign investors, Dai Viet Law guides the procedures for establishing a foreign-invested company in VietNam (for investment projects not subject to application for a decision on investment policies) as follows:

1. Types of foreign-invested companies:

When establishing a foreign-invested company in Vietnam, investors may consider choosing to establish a limited liability company or a joint stock company.

- Limited liability companies have two types: one member limited liability companies (contributed by an investor as capital owner), limited liability companies with two or more members (contributed by two or more investors. set up a company and up to 50 members).

- Joint stock companies: there are at least 3 shareholders and unlimited number of shareholders.

2. Steps to establish a foreign-invested company:

Step 1: Apply for an investment registration certificate.

Step 2: Apply for a Business Registration Certificate.

Note:

- Foreign investors may contribute from 1% to 100% of the charter capital right after the establishment of a foreign capital company; However, there are some special trades that will limit the percentage of foreign capital.

- Particularly for companies with foreign invested capital operating in the field of trade (exercising the right to import, export and distribution), after setting up the company, they need to apply for more business licenses for trading activities. goods and activities directly related to the purchase and sale of goods involving foreign elements.

3. Competence to grant investment registration certificates and enterprise registration certificates:

a) Competence to grant investment registration certificates

Department of Planning and Investment shall receive, issue, adjust and revoke investment registration certificates for the following investment projects:

- Investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones;

- Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks and investment projects in industrial parks, export processing zones and hi-tech parks in localities where management boards have not yet been established. industrial parks, export processing zones and high-tech zones.

Management boards of industrial parks, export processing zones, hi-tech parks and economic zones receive, issue, adjust and revoke investment registration certificates for investment projects in industrial parks and zones export processing zones, hi-tech parks and economic zones, including:

- Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks;

- Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.

Department of Planning and Investment where the investor locates or plans to locate its head office or executive office to implement an investment project to receive, issue, adjust and revoke an investment registration certificate following investment projects:

- Investment projects implemented in many provinces and centrally-run cities;

- Investment projects implemented simultaneously inside and outside industrial parks, export processing zones, hi-tech parks and economic zones.

b) Competence to grant enterprise registration certificates

The Business Registration Office is under the Department of Planning and Investment where the investor is expected to locate the company headquarters.

4. A dossier of establishment of a foreign-invested company comprises:

a) Application file for the Investment Registration Certificate

- Written request for implementation of investment project;

- Copy of identity card / ID card or passport for individual investors; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;

- Proposal of investment project including the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, duration, schedule of investment. investment, demand for labor, proposal of investment incentives, impact assessment, socio-economic efficiency of the project;

- Copy of one of the following documents: financial statements of the latest 2 years of the investor; financial commitment of the parent company; financial institutions' commitment to financial support; guarantee of financial capacity of the investor; documents explaining the financial capacity of the investor;

- Office lease contract, proof of the lessor's right (Certificate of land use right, construction permit, certificate of business registration with the function of real estate business of the lessor lease or equivalent documents).

- Proposal of land use demand; In case the project does not request the State to allocate, lease land, or permit the change of land use purpose, then submit a copy of the venue leasing agreement or other documents certifying that the investor has the right to use the location for realization. present investment projects;

- Explanation on technology use for investment projects for projects using technology on the List of technologies restricted from transfer under the law on technology transfer, including: turmeric, made from taperg technology, technological process diagram; main specifications, use status of main machines, equipment and technology lines;

- BCC contracts for investment projects in the form of BCC contracts.

b) Dossier of application for enterprise registration certificate

- Application form for enterprise registration;

- Company rules;

- List of members (for limited liability companies with two or more members) / List of founding shareholders and shareholders being foreign investors and the list of authorized representatives if there are institutional shareholders ( for joint stock companies)

- Copies of the following papers: Citizenship identification cards, identity cards, passports or other lawful personal identification papers of individual members;

- Establishment decision, enterprise registration certificate or other equivalent document of the organization and authorization document; Citizenship identification card, identity card, passport or other lawful personal identification of the authorized representative of a member being an organization; For members being foreign organizations, the copy of the enterprise registration certificate or equivalent documents must be consular legalized;

- Decision to contribute capital and appoint managers; List of authorized representatives (for members being organizations);

- The certificate of investment registration for the investor has been issued.

Note: After being granted the certificate of enterprise registration, the company will engrave the seal and announce the seal sample on the National Business Registration Portal.

If you have any questions, please contact Dai Viet Notary Office (now Tran Hang Notary Office) / Dai Viet Law Co., Ltd for specific answers.

DAI VIET LAW CO., LTD-DAI VIET NOTARY OFFICE

Address: No. 28 Lieu Giai - Cong Vi Ward - Ba Dinh - Hanoi

Tel: (04) 37478888 Fax: (04) 37473966

Hot-line: 0933.668.166

Email: info@luatdaiviet.vn