Establishing a foreign-invested company in Vietnam

Clause 6, Article 3 of the 2005 Investment Law defines: “Foreign-invested enterprises include enterprises established by foreign investors to carry out investment activities in Vietnam, Vietnamese enterprises established by foreign investors buy shares, mergers and acquisitions”.

1. Legal basis
– Vietnam’s schedule of WTO commitments, and Vietnam’s bilateral and multilateral trade agreements;
– Law on Investment 2020;
– Enterprise Law 2020 and guiding documents;
– Legal regulations and documents on mechanisms and policies of localities.
2. Notes for investors before setting up a foreign company in Vietnam
– Identify business investment areas in Vietnam including commitments and provisions of Vietnamese law, investment conditions, investment procedures
– Determine the appropriate legal status and type of company. Foreign-invested companies (investors are individuals or organizations) are usually established in two types: limited liability, shares.
– Determination of investment capital and charter capital for the establishment of foreign companies in Vietnam. Accordingly, investors need to pay attention to the investment limit conditions, if any, for all conditional investment sectors, if any, and a specific financial plan to ensure the feasibility of project implementation. , avoid registering too little, leading to many adjustments, which is time consuming and costly. Investors will have to contribute their investment capital via wire transfer to an investment capital account opened by a foreign-invested company in Vietnam as required/instructed by the State Bank of Vietnam. The deadlines and procedures for investment capital contribution will be guided by us in detail.
– Regarding the location of the project: Foreign investors should choose locations to invest and establish foreign capital companies in Vietnam with clear addresses; select a lessor with sufficient documents to prove ownership or/and the right to lease/sublease if any; The place/office for lease is permitted for lease, designed and built in accordance with Vietnamese law, and is not in dispute. The leased office should be located in the area designed and built to serve the office function on the basis of which the construction permit has been granted by the competent state agency of Vietnam.
– Foreign investors can arrange to recruit foreign workers or Vietnamese to work for the established company. However, if there is a foreign worker, the Company must carry out the procedures for applying for a Visa, applying for approval to use foreign workers, a work permit, a temporary residence card according to the following conditions and procedures. customs prescribed by Vietnamese law. Khoa Tin also provides a full package of legal services for the implementation of these procedures so that the company can obtain all legal documents for the employment of foreign workers (if any).
– Foreign investors should pay attention to fully comply with the regime of reporting on investment projects and other relevant contents as prescribed by law such as social insurance regime for employees, taxes, etc. . Foreign-owned companies in Vietnam established under foreign-invested investment projects must strictly and fully comply with the investment project reporting regime, register an account and comply with the project reporting regime. projects through the National Investment Portal and other types of investment supervision reports as required by law.

3. Order and procedures for establishing a foreign-invested company
Step 1: Research the market, prepare legal conditions
Step 2: Prepare documents
Depending on the investor’s status, form of investment, type of company, scope of investment project objectives, investment capital, investment location and a number of other specific issues, foreign investors will need to prepare the necessary conditions and documents. Khoa Tin Law will advise and prepare documents with customers to carry out procedures for granting investment registration certificates.
Step 3: Apply for an Investment Registration Certificate
Investment registration implementation time depends on the content and scope of investment project objectives. If the investment target is not in the conditional business lines for foreign investors or the industry has not been committed in Vietnam’s WTO commitments, the investment registration time is about 3-5 years. week.
Procedures for granting, issuing authority and contents of the Investment Registration Certificate are specified in Article 38 of the Law on Investment 2020.
Step 4: Perform company registration; seal for the company, seal title for the legal representative
Khoa Tin Law will advise and compile all necessary documents and represent the Investor to register the business and apply for the Certificate of Business Registration, to make a seal for the company, an official seal for the company. name for the legal representative.
The actual time to register a company is about 1-2 weeks.
After completing the establishment of the company, the professional lawyer will guide the foreign investor to perform the necessary work soon after the establishment of the company, including 10 basic tasks as follows:
– Open investment capital accounts and commercial accounts;
– Contribute to the project’s investment capital and charter capital;
– Buy digital signature, declare and pay initial tax
– Select and prepare procedures for using invoices and accounting regimes
– Reporting regime, social insurance
– Apply for visa, work permit, temporary residence card for managers, experts if they are foreigners
– Hang the company’s signboard and prepare other necessary contents for business operations.