With the desire to attract investment and develop the economy, in recent years Vietnam has had many policies to encourage foreign investment along with the reduction of administrative procedures that have contributed to promoting the process of investment with foreign elements taking place quickly and effectively. Investors have realized the potential for development and are tending to increase investment activities in Vietnam in various forms such as: establishing a 100% foreign capital company in Vietnam, investing in capital contribution, buying shares, buying capital contributions… However, not all foreign investors can access Vietnamese law favorably, to solve the above difficulties, VAN LUAT Law Firm wants to adopt this article to provide the necessary knowledge about the establishment of foreign capital company in Vietnam (the form of investment popularly chosen by investors) as well as solve the solution. Answer the questions of investors related to the above issue.

XEM THÊM: Establishment Of A Company In Vietnam

In accordance with current Vietnamese law, foreign investors wishing to set up a foreign direct company in Vietnam will include the following steps:

Step 1: Carry out the procedure for applying for an Investment Registration Certificate (IRC)

Step 2: Carry out procedures for establishing a foreign capital company in Viet Nam

  1. Carry out procedures for applying for Investment registration certificates (IRC)
  2. The project must carry out procedures for applying for investment registration certificates

– Investment projects of foreign investors.

– Investment projects of economic organizations that meet the conditions and carry out investment procedures as prescribed for foreign investors when investors set up other economic organizations; invest in capital contribution, share purchase, purchase capital contributions of other economic organizations; invest in the form of BCC contracts if such economic organization belongs to one the following cases:

+ Having foreign investors holding more than 50% of charter capital or having a majority of partnership members who are foreign individuals for economic organizations that are partnerships;

+ There are economic organizations specified in Point a of this Clause holding more than 50% of charter capital;

+ There are foreign investors and economic organizations specified in Point a of this Clause holding more than 50% of charter capital.

Establishment procedures Foreign capital company in vietnam

Competence

2.1. Department of Planning and Investment

– Investment projects implemented in 02 or more provincial-level administrative units.

– Investment projects implemented in and out of industrial parks, export processing zones, hi-tech parks and economic zones

– Investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where the Management Board of industrial parks, export processing zones, export processing zones, hi-tech parks, economic zones or not under the management of the Management Board of industrial parks, export processing zones, hi-tech parks, economic zone.

2.2. Management board of industrial parks, export processing zones, hi-tech parks, economic zones

– Investment projects in construction and trading of infrastructure of industrial parks, export processing zones, hi-tech parks and functional zones in economic zones;

– Investment projects are carried out in industrial parks, export processing zones, hi-tech parks, economic zones.

Procedures

3.1. For projects subject to application for approval of investment policies and issuance of Investment registration certificates (IRC)

Within 05 days from the date of receipt of the decision approving the investment policy, the competent authority shall issue the Investment registration certificate to the investor.

  • The investment project is subject to applying for approval of the investment policy: See details in Articles 30, 31, 32 of the Investment Law and guiding documents.

3.2. For investment projects that are not subject to approval of investment policies but require Investment registration certificate (IRC)

The investor shall submit 01 set of dossiers to the Department of Planning and Investment where the project is implemented to request the issuance of the Investment Registration Certificate. Within 15 days from the date of receipt of a valid dossier and meeting the prescribed conditions, the investor shall be granted an Investment Registration Certificate. The profile includes:

– Written request for implementation of investment projects.

– Documents on the legal status of the investor.

– Documents proving the financial capacity of the investor.

– Proposed investment project.

– The contents of the explanation of the technology used in the project for the project need to be appraised and consulted on the technology in accordance with the law on technology transfer.

– Other documents related to the investment project, requirements on the conditions and capacity of the investor (if any).

3.3. For projects that are not subject to the issuance of Investment registration certificate (IRC)

Projects that are not subject to the issuance of Investment registration certificate, but investors wishing to submit their dossiers to the investment registration agency to be granted within 15 days, the dossiers include:

– Written offer.

– A valid copy of the decision approving the investment policy.

– Valid copy of Decision on approval of housing investment (if any)

Carrying out procedures for establishment of foreign capital company in Vietnam

Foreign investors can choose the type of company they want to establish when they have met the prescribed conditions. Following, VAN LUAT Law Firm provides establishment procedures for the 3 most popular types of companies in Vietnam so that investors can consider and choose the appropriate type.

Content Limited liability company (one member) Limited liability company (with two more members) Joint Stock Company
1. Dossier composition – A request for business registration.

– Company charter.

– Copies of the following papers:

+ Legal papers of the individual for the legal representative of the company.

+ Legal papers of the individual for the owner of the company are individuals; The legal papers of the organization for the owner are the organization.

*Note: The legal documents of the owner of the company are foreign organizations that must be consular legalized.

+ Investment registration certificate.

– A request for business registration.

– Company charter.

– List of members.

– Copies of the following papers:

+ Legal papers of the individual for the legal representative of the company.

+ Legal papers of the individual for the owner of the company are individuals; The organization’s legal papers for the owner are the organization; The legal papers of the recipients for the representative authorized by the member are the organization and the written dispatch of the authorized representative.

*Note: Member’s legal papers are foreign organizations that must be consular legalized.

+ Investment registration certificate.

 

– A request for business registration.

– Company charter.

– List of founding books and lists of shareholders who are foreign investors.

– Copy of the following papers:

+ Legal papers of the individual for the legal representative of the company.

+ Legal papers of individuals for founding shareholders, shareholders who are foreign investors who are individuals and organizations; Legal papers of individuals for representatives authorized by founding shareholders, shareholders who are foreign investors are organizations and documents to send representatives as authorized

*Note: Shareholders’ legal papers are foreign organizations that must be consular legalized.

+ Investment registration certificate.

2. How to submit Option 1: Register directly at the Business Registration Office.

Option 2: Register via postal service.

Option 3: Register your business via electronic information network.

3. Competent agencies Business Registration Office.
4. Deadline 03 working days from the date of receipt of the full application.
5. Results of dossiers – If the application is valid: Enterprise Registration Certificate (ERC).

– If the dossier is not valid: Notice of the amendment or supplementation of enterprise registration.

 

6. Fees and charges – For dossiers submitted directly at the Business Registration Office: VND 50,000/ dossier.

– For applications registered via electronic information network: fee exemption.

– Fee for publication of enterprise registration contents: VND 100,000/ dossier.

Above are the regulations related to the procedures for establishing a foreign-capital company in Vietnam, hopefully the above information has brought useful knowledge to customers. If you have any problems related to the above issue, please contact VAN LUAT Law Firm directly via phone number 0919 123 698 for advice and support. With a team of enthusiastic, dedicated and experienced lawyers, VAN LUAT Law Firm is pleased to support and become a reliable companion of customers in the coming time.

XEM THÊM: Introducing The Types Of Companies Popular In Vietnam Today

Content quoted from source: thuvienphapluat.vn

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