Currently, Vietnam is a favorable environment, attracting a lot of investors. Many investors, when carrying out the procedures to establish a company with 100% foreign capital (100 percent foreign capital), encounter more or less problems in legal issues such as problems with the types of licenses required. in accordance with the regulations as well as the composition of the application file for the establishment of a branch of a company with 100% foreign capital
XEM THÊM: Establishment of a branch of a foreign-invested company
In order to solve the difficulties that foreign investors often face, Van Luat will provide specific instructions on the process of establishing a 100% foreign owned company from the stage of granting the investment registration certificate to the stage of establishment of a 100% foreign owned company. Business establishment as well as documents and papers that investors need to prepare in advance in accordance with the law.
The procedure for establishing a company with 100% foreign capital is quite complicated, involving many competent state agencies. To save time, money and prevent all legal risks, foreign investors have chosen the service of Van Luat Company.
The process of establishing a company with 100% foreign capital
The process of establishing a company with 100% foreign capital is done with the basic steps below! In addition, 100% foreign-owned companies can also be established under specialized laws, such as law firms, banks, credit institutions, etc.
Below we refer to the procedure for establishing a company with 100% foreign capital under the Investment Law 2014 (effective from July 1, 2015). These are quite complicated administrative procedures, involving many authorities and needing the support of a business lawyer (lawyer specializing in corporate law and investment law …).
Step 1: Register investment policy
For an investment project subject to an investment policy decision, the investor must register the investment policy with the provincial-level People’s Committee.
An investment policy registration dossier includes:
- A written request for the implementation of an investment project
- For institutional investors: copy of Certificate of Establishment or other equivalent document certifying legal status as prescribed
- For individual investors: Notarized copy of ID card or valid ID card or passport
- Investment project proposal includes the following contents: investor, investment objective, investment scale, location, duration, investment capital, investment progress, labor demand, proposal for priority investment incentives, socio-economic efficiency of investment projects.
- Copy of one of the documents:
- Financial statements for the last 2 years of foreign investors
- Commitment to financial support of a financial institution
- Commitment to financial support of the parent company
- Documents explaining the financial capacity of investors
- Guarantee of investor’s financial capacity
- Proposing land use needs;
- Explanation of technology use: technology name, technology process diagram, technology origin, main specifications, equipment and technological lines, usage status of machines, process diagram technology, main specifications, usage status of machines and equipment…if necessary according to regulations
- BCC contract for investment projects in the form of BCC contract.
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Step 2: Procedures for applying for an investment registration certificate
The second step in the process of establishing a company with 100% foreign capital is applying for an investment registration certificate. For a project subject to a decision on investment policies, the investment registration agency will issue an investment registration certificate to the investor within 5 days from the date of receipt of the written decision on investment policy. invest.
In case the project is not subject to the decision on investment policies, the investor shall carry out the procedures for granting an Investment Registration Certificate as follows:
- Before carrying out the procedures for granting an Investment Registration Certificate, foreign investors need to declare trực tuyến information about their investment projects on the national information system. Within 15 days from the date of trực tuyến declaration, the investor shall submit an application for an Investment Registration Certificate at the Investment Registration Authority.
- The investment registration authority receives the application, and the investor is granted an account to access the national information system and monitor the processing of the application.
- The investment registration authority shall receive, process and return the results of the investment registration dossier, update the application processing status, and issue the project code.
After obtaining the investment registration certificate, investors need to prepare documents to establish a 100% foreign-owned enterprise.
Dossier to establish a company branch with 100% foreign capital (for limited liability companies)
– Application for business registration
– Company rules
– Members list
– Copies of the following documents
+ Passports or other lawful personal identification of members being individuals
+ Certificate of business registration or other equivalent document of the organization; Authorization letter; Passport or other lawful personal identification of the authorized representative of the member being an organization
+ For a member being a foreign organization, a copy of the Certificate of Business Registration or an equivalent document must be consularly legalized.
+ Certificate of investment registration for foreign investors according to the provisions of the Law on Investment.
– Application agency: Business registration agency
– Time: 03-05 working days from the date of receipt of complete and valid documents
Post a business establishment statement
After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Portal on business registration according to the order and procedures and must pay a fee.
Executing agency: Reporting division of the Business Registration Authority
Engraving the seal of the business
– This step is carried out after obtaining the Certificate of Business Registration and having posted the enterprise establishment statement.
– Enterprises can engrave their seals at a unit that has the function of marking seals. According to the Enterprise Law 2015, enterprises have the right to decide the number and form of seals.
– Executing agency: Reporting division of the Business Registration Authority
– Time: 03 working days from the date of receipt of complete and valid documents
Step 3: Apply for an enterprise registration certificate to establish a branch of a company with 100% foreign capital
After obtaining the investment registration certificate, the next step in the process of setting up a company with 100% foreign capital is the company establishment procedure.
Dossier to establish a branch of a company with 100% foreign capital includes:
- Application for business registration
- Company charter with 100 foreign capital
- List of members/List of founding shareholders and shareholders being foreign investors
- Copy:
- Citizen identification cards or People’s identity cards or passports of members being individuals;
- The establishment decision, the enterprise registration certificate of the organization and the power of attorney; lawful personal identification papers of the authorized representative of the member being an organization
- Certificate of business registration or equivalent document must be consular legalized for members being organizations
- Investment registration certificate for foreign investors.
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Step 4: Announce the content of 100% foreign owned enterprise registration
After completing the business registration procedure at the Department of Planning and Investment, the next step in the process of building a 100 percent foreign owned supermarket brand name is to announce the business registration content. Information on business registration must be published on the National Portal within 30 days from the date of issuance of the Business Registration Certificate.
Step 5: Engrave company seal for 100% foreign owned enterprises
The company engraves its corporate seal in accordance with regulations. This is the final step in the process of setting up a 100% foreign owned company.
Step 6: Carry out the procedures for opening a bank account, electronic tax registration, initial tax declaration, accounting services:
– Refer to the article for details: setting up a company
– The steps of opening a bank account, registering for electronic tax payment, and declaring tax initially require an experienced accountant to perform the above complicated tasks. If your business does not have the personnel to properly and fully perform the above procedures, please contact the Accounting Service at Van Luat for timely support. The company is 100% foreign owned.
