Viet Nam has recently attracted a great number of foreign investors to set up foreign-invested companies to conduct businesses and get profits. Viet Nam has a large labor source with a competitive labor market wage. Foreign investors will be interested in understanding the provisions of law for the establishment of a foreign-invested company in this country when they are about to start their businesses. What should you keep in mind to set up a foreign invested company here? It’s time to let the consulting team of Bistax Law Consulting Company Limited provide you with the necessary information related to this matter!
Definition of a foreign invested company
Pursuant to Clause 19, Article 3 of the Investment Law 2020, a foreign-invested company means a company owned by foreign investors or foreign shareholders. These foreign investors are considered as individuals that have overseas nationalities, and overseas organizations established under foreign laws.
Companies that are allowed to invest foreign capital regardless of how much capital they contribute, the invested capital can be money or property according to regulations, and operate in accordance with the laws of the state.
Investment forms to establish foreign invested companies
It’s crucial to pick up a suitable investment form to establish a foreign-invested company. Investment forms of the company are different based on the the needs of the investor and other factors including business lines, size of the company, location, and implementation project. These factors shall be carefully considered to allow the business to operate quickly and effectively.
Current investment forms to establish a foreign-invested company include:
- Establishment of a new economic entity
- Investment via Mergers & Acquisitions (M & A)
- Implementing the investment projects
- Investment via Business Cooperation Contract (BCC)
In this article, we will provide some information about the investment form that attracts most foreign investors lately. It is called the establishment of a new economic entity, also known as a company with foreign-investedcapital.
The foreign investors can establish a company with 100% foreign invested capital; or establish a company between domestic investors or the Government of Vietnam and foreign investors.
Conditions to establish a foreign invested capital
- Must be individuals or investment organizations with foreign nationalities (members of WTO or signed Vietnam investment bilateral treaties).
- Can prove financial capacity of the investors in the Vietnamese market
- Having the company’s head office and the location of the investment project in Vietnam as shown in the contracts or legal documents of the lessor
- For investment projects in the manufacturing sector, it is necessary to prove eligibility for lease and provide a full leasing contract for the factory.
- Meet the conditions and experience capacity for the professions and business fields
What should foreign investors prepare to establish a foreign-invested company
If foreign investor are individuals:
- Notarized or authenticated copies of valid personal legal documents, if the documents are notarized abroad, they must be consular legalized as required;
- Leasing contract of the location of the investment project (where the head office of the company is located);
- Bank account statement to prove financial capacity
If foreign investors are organizations:
- Notarized or authenticated copy of the Enterprise Registration Certificate (ERC) (being consular legalized in the host country and notarized copy of document translated in Vietnam);
- Notarized or authenticated copies of personal legal documents of the representative of the contributed capital;
- Authorization letter of the organization shows contents of appointing an individual to represent the capital contribution in the enterprise that will be established;
- Documents show finance capacity of the foreign organization and show the experience in business lines that are registered; Latest financial statements that are audited or certified by the tax authorities
Procedure to set up a foreign-invested company in Viet Nam
Steps to set up a foreign-invested company:
Step 1: Submit an application to apply for an Investment Registration Certificate to the Planning and Investment Department. To be granted an Investment Registration Certificate, these following conditions must be met:
- The company head office and location of the implementation project must be determined through leasing contracts or legal documents that prove the right to use.
- Business lines are not prohibited from doing business in accordance with the provisions of Law on Investment 2020
- Meet the conditions of the market access for foreign investors according to Decree 31/2021/ND-CP and Law on Investment 2020
- Implementation projects must conform to the planning according to Clause 7 Article 33 of Decree No. 31/202/ND-CP
Step 2: Prepare an application to apply for an Enterprise Registration Certificate at the Department of Planning and Investment of the province or city. After that, this information needs to be publicized on the National Business Portal.
- Application to apply for an Enterprise Registration Certificate
- List of members or shareholders that establish a company
- A notarized copy of the Investment Registration Certificate of foreign capital invested in a Vietnamese company
- Notarized copies of personal identification documents of the company founders and legal representatives
- Company charter
Step 3: Apply for a business license for business with specific conditions. Prepare documents to apply for a business license, including:
- An application form to apply for a business license, provided by the issuing authority
- Business plan and financial statement plan
- An explanation of the conditions for obtaining a business license
- Documents proving that there is no overdue tax owed by the investors
- Copy of the Investment Registration Certificate and Enterprise Registration Certificate at the Department of Planning and Investment
Step 4: Open a direct investment capital account and transaction account to conduct authrized revenue and expenditure transactions.
Something to notice when establishing a foreign invested company
Beside fully understand about the regulations and legal procedures when establishing a foreign invested company, investors must also keep in mind some of these important things:
- There have been no restriction on the investor status for most of business lines, either individuals or organizations can invest in Vietnam. However, there are still some specific industries that require investor’s eligibility. Therefore, before deciding to invest in any businesses, it is necessary for foreigners to determine the business requirements in advance.
- The investors should choose the industry or business sectors that they can do their best to be capable of meeting the specific conditions of that industry and business sectors. It helps investors save time, avoid risks, run businesses more efficiently.
- Regulations on investment capital can be limited or unlimited depending on business lines. Investors should determine the amount of capital as well as the capital limit conditions to ensure the smooth operation of the project.
- Select the company headquarter, project location with full documents proving the ownership or right to use the property to avoid any future disputes.
- Ensure to have at least one legal representative of the company is consecutively residing in Vietnam.
- Fulfillment of tax payment obligations, understand tax incentives in Vietnam depending on the location and investment industry to have the opportunity to reduce tax.
- Regularly report full investment projects on the national investment portal
Although foreign investors have carefully studied about the project implementation, the procedure is still difficult to carry out for some investors. Therefore, investors can refer to the following contents about services of establishing a foreign-invested company made by Bistax Law Consulting Company Limited.
Consulting services to establish a foreign-invested company in Vietnam
While using consulting services to establish a foreign-invested company at Bistax Law Consulting Co., Ltd, we assist you to solve all the problems that investors have been facing. The hardest things we can assist including:
- Prepare and complete legal documents
- Submit application to the licensing agency
- Track the progress of the application
- Directly explain to the tax authorities
- Free of charge for the delivery
- Support to consult the company on accounting and taxes
Bistax Law Consulting Co., Ltd is committed to complete the application on time – no incurred costs are added up.
To set up a foreign-invested company in the simplest way. Please call our hotline: 07777 23283 or leave your comments for advice in the comment box below this article.