Procedures of establishment of foreign investment company

By 2020, it is considered that there will be quite a lot of legal documents on mechanisms and policies on investment incentives in economic sectors in Vietnam for foreign investors to take effect and the regulations have just come into effect. Accordingly, businesses entering 2020 need to understand the new regulations and investment incentives when investing in setting up a company in Vietnam. Wishing to best support foreign investors with the legal corridor and procedures as well as provide legal services to establish foreign-invested companies in Vietnam. GDService details the procedures for establishing a foreign-invested enterprise as follows:

Step1: Preparations

Step 2: issuance of investment registration certificate

Step 3: Registration of enterprise establishment

Step 4: Other procedures for the Company to officially go into operation

1. Preparations

– Seeking and selecting a site to locate the Company’s head-office; signing an office lease contract
– Preparing and completing necessary documents as required by laws

2. Request for approval of investment policy (if required); issuance of investment registration certificate

Projects subject to approvals of investment policies are usually large-scale ones (in terms of capital, land demand, the importance of project, etc.) 
In case the project is not subject to investment policy approval, the investor shall submit an application dossier to the provincial Department of Planning and Investment/ Industrial Park Authority to apply for the investment registration certificate. Such dossier shall contain the following documents:
(i) Request for implementation of investment project (subject to stipulated form);
(ii) Proposal of investment project (subject to stipulated form);
(iii) Investor’s legal documents (certificate of business establishment if the investor is an entity /Passport if the investor is an individual);
(iv) Documents proving the financial capacity of the investor, including one of the followings:
– Financial statements for the last 2 years of the investor;
– Commitment to provide financial support by the parent company or a financial institution;
– Guarantee for the investor’s financial capacity;
    – Other documents proving the financial capacity of the investor (e.g. bank confirmation on the investor’s account  balance);
(v) Legal documents on the site of the project.
Time: Within 15 days from the full receipt of valid dossiers (or within 5 days from the receipt of the investment policy approval for a project subject thereto).

3. Registration of enterprise establishment

After the investment registration certificate is granted, the investor shall prepare a dossier to apply for an enterprise registration certificate to establish an economic organization and implement the investment project. This dossier shall include the following documents:
(i) Application for enterprise registration certificate (subject to stipulated form);
(ii) List of members/ shareholders (subject to stipulated form);
(iii) Charter of the company
(iv) Legal documents of shareholders/ company members (passport/ establishment certificate);
(v) Investment registration certificate (notarized copy)

4. Other procedures for the Company to officially go into operation

– Registration of corporate seal at the seal engraving unit. The seal shall be managed by the company.
– Opening a capital account at a bank to receive investment capital/ capital contributions of investors; opening an operating account of the company at a bank for its money transactions;
– Declaration and payment of license tax before the last day of the month the enterprise is granted the enterprise registration certificate;
– Declaration and order for electronic invoices