Set up a company in Vietnam (Set up business in Vietnam)

30/10/2021

Currently, Vietnam is expanding its diplomacy with countries in the region and the world. This is to attract investment capital into Vietnam. That is why foreign-invested enterprises appear in Vietnam more than before. However, while investors are looking for investment opportunities, they face up to difficulty in the procedure for setting up a company in Vietnam. Because they are lack knowledge about Vietnamese law, they wonder how to set up a business legally, the cost of setting up a company in Vietnam, what they need to do to set up a representative office in Vietnam.

Therefore, they look to law consulting firms to carry out business establishment procedures. With the aim of helping foreign investors to quickly complete the business establishment procedures, Ba Dinh Law Firm advises and guides the steps to set up a company in Vietnam effectively.

1. Understand the legal nature of a foreign-invested enterprise before learning the procedures for establishing a foreign-invested company.

Foreign-invested companies are also known as FDI enterprises. This is an enterprise with foreign investors as members or shareholders.

When establishing a limited liability company with foreign capital, foreign investors will be members.

When establishing a joint-stock company with foreign capital, foreign investors will be shareholders.

Foreign-invested enterprises include:

  • Enterprises with 100 percent foreign capital.
  • Enterprises with foreign individuals and foreign organizations contribute capital to establish the company.

When choosing the form of investment to set up foreign-invested enterprises, foreign investors will:

  • Directly hold the right to manage and control the use of capital. 
  • Have the right to participate in business activities.

This is one of the advantages of the form of investment to set up an economic organization compared to the form of indirect investment in contributing to capital, purchasing share, or capital contribution of Vietnamese enterprises.

What is a foreign-invested enterprise?
What is a foreign-invested enterprise? How to set up business in Vietnam?

2. Necessary papers and documents to establish a foreign-invested company (FDI enterprise) in Vietnam.

In order to carry out the procedure for establishing a foreign-invested enterprise, organizations and individuals having demand must prepare papers and documents related to the investor, the place where the project is carried out, and the place where the head office is located in.

2.1. Papers and documents about investors to carry out the procedure for establishing a foreign-invested enterprise (set up a company in Vietnam). 

– In case the investor is an individual:

  • Passport (or other personal identification documents) of investors;
  • Bank deed (proof of financial capacity – bank account balance). 

For proof of financial capacity, foreign investors can have a bank statement at a foreign bank or at a Vietnamese bank. If proof of financial capacity is only required for some lines of business when setting up a company in the country, this is required for the case of establishing foreign-invested enterprises.

Note that:

All these documents must be consular legalized, notarized, and translated into Vietnamese.

– In case the investor is organization:

The investor needs to prepare information, documents following:

  • Certified copy of enterprise registration certificate (consular legalization if it is a foreign company).
  • Financial report (consular legalization if it is a foreign company).
  • Copy of passport (or other personal identification documents) of representative.
  • Charter of the company (consular legalization if it is a foreign company).
  • Company’s authorized document for representative (consular legalization if it is a foreign company).
  • Document proving the legal right to use the head office of the company.
  • Profile of investor’s experience and capacity. 
What documents do I need to prepare to establish a foreign-owned company in Vietnam?
What documents do I need to prepare to establish a foreign-invested company/set up a representative office in Vietnam?

2.2. Papers and documents about the place where is carried out the investment project and the place where the head office is located 

Foreign investors must have papers, documents that prove the ownership or right to use the location. That is a certificate of land use right or land lease contract signed with who has the right to use the land.

In the case of leasing land for project implementation and establishment of the foreign-invested enterprise, the lease contract must have papers and documents of the lessor such as land use right certificate of the lessor, personal identification document if the lessor is individual. Enterprise registration certificate or decision of establishment if the lessor is company or organization.

3. Procedure for establishing a foreign-invested enterprise in Vietnam (Set up a company in Vietnam)

This is the procedure to invest in setting up an economic organization. Foreign investors must have investment projects in Vietnam. Then the following two-step procedure must be performed:

Step 1 to set up a company in Vietnam: Carrying out procedures to apply for an Investment Registration Certificate (IRC). 

Investment project of foreign investor belongs to one of the cases which must apply for an investment registration certificate according to the provisions of Point a, Clause 1, Article 37 of Investment Law 2020.

Application for investment registration certificate includes:

1. A written request for the implementation of an investment project.

2. Proposal for an investment project.

3. Explanation of the financial capacity of the investor.

4. Authorization letter for Ba Dinh Law Firm to carry out the procedure.

For more detail of the procedure, investors can refer to the content of procedures for granting investment registration certificate of Ba Dinh Law Firm.

Procedures for setting up a company in Vietnam
Procedures for setting up a company in Vietnam (set up a representative office in Vietnam)

Step 2 to set up a company in Vietnam: Carrying out enterprise registration procedures.

After being granted an investment registration certificate, the investor will submit an application for an enterprise registration certificate to the foreign-invested company. The application will be submitted at the business registration office – Department of Planning and Investment at the provincial/city level.

Application for an enterprise registration certificate (ERC).

1.  A written request for enterprise registration.

2. Charter of the company.

3. List of shareholders (in case of a joint-stock company) or List of members (in case of multiple-member limited liability company).

4. Authorization letter for Ba Dinh Law Firm to carry out the procedure.

In case of carrying out the activities specified in Article 5 of Decree 09/2018/ND-CP, it is necessary to carry out additional procedures to apply for a business license or a license to set up a retail establishment.

4. Consulting service on procedures for setting up a foreign-invested company (establishing FDI enterprise) of Ba Dinh Law Firm.

– Legal consult on investment.

– Give advice for clients to choose the right type of company.

– Help clients to prepare necessary documents.

– Help clients to draft documents.

– On behalf of clients to work with competent state agencies.

– Get the result and hand them over to the clients. 

Processing time is from 10 to 15 working days. In particular, the time to apply for an investment certificate is from 7 to 10 working days. The time to apply for an enterprise registration certificate is from 3 to 5 working days.

Currently, we have implemented an online procedure consultation hotline. When connecting through our service hotline, clients will be supported with all problems related to the procedure. Our solicitors will guide directly about problems such as papers, documents, time for implementation, cost of service (cost of setting up a company in Vietnam). We guarantee that our consulting and support services about the procedure will bring satisfaction to clients. 

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