Establish
100% foreign capital enterprises’s applying procedure
From the date of coming into effect of Vietnam Investment Law 2014, pursuant to its provisions, the process of establishing a company with 100% foreign capital shall be as follows:
From the date of coming into effect of Vietnam Investment Law 2014, pursuant to its provisions, the process of establishing a company with 100% foreign capital shall be as follows:
Step 1 : Apply investment project at People’s Committees of provinces.
When the foreign investors execute the investment project in Vietnam, they must establish a business organization registration. However, before doing that, the foreign investors, in some cases, must have an investment project and apply for a Certificate of investment registration at People’s Committees of provinces.
A dossier inclues:
- A written request for permission for execution of the investment project
- If the investor is an individual : A copy of the ID card or passport
- If the investor is an organization : a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor
- An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
- Copies of any of the following documents :
- Financial statements of the last two years of the investor
- Commitment of the parent company to provide financial support
- Commitment of a financial institutions to provide financial support
- Guarantee for investor’s financial capacity
- Description of investor’s financial capacity
- Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
- Explanation for application of technologies to the project, inclues: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
- The business cooperation contract (if the project is executed under a business cooperation contract)
*Note: For investment projects do not subject to the investment policy decisions do not need to do this step.
Location registed dossier: Investment Registry Office
Time: 35-40 working days on which the project dossier is received
Step 02: Issuance of Certificate of Investment registration
In the following cases, the investor must establish a business organization registration:
- Invesment project of foreign investor
- Invesment project of the business organizations
- 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership;
- 51% of charter capital or more is held by the business organizations
- 51% of charter capital or more is held foreign investors and the business organizations
A dossier inclues:
- A written request for permission for execution of the investment project
- If the investor is an individual : A copy of the ID card or passport
- If the investor is an organization : a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor
- An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
- Copies of any of the following documents :
- Financial statements of the last two years of the investor
- Commitment of the parent company to provide financial support
- Commitment of a financial institutions to provide financial support
- Guarantee for investor’s financial capacity
- Description of investor’s financial capacity
- Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
- Explanation for application of technologies to the project, inclues: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
- The business cooperation contract (if the project is executed under a business cooperation contract)
Location registed application dossier: Investment Registry Office
Time:
- If the project it not subject to issuance of a decision on investment policies : from 15-20 working days on which the project dossier is received
- If the project is subject to issuance of a decision on investment policies : from 05-10 working days on which the project dossier is received
Step 03: Establishment a company and issuance business organization registration
After having Bussiness organization registration, investor need to prepare dossier to etablish a company
A dossier inclues:
* Limited Liability Company
- A written request for permission for execution of the bussiness registration.
- Charter of company
- Members list
- Copies of any of the following documents
- If the company’s member(s) is/are individual: ID card, passport or other legal personal identifications
- If the company’s member(s) is/are organization: Decision to etablish, Certificate of establishment or other equivalent documents of organization and authorozied paper ; ID card, passport or other legal personal identifications of authorized representative.
- If the company’s member(s) is/are foreign organization: Copie of Certificate of establishment or other equivalent documents those are legalized by consul;
- If foreign investor : Certificate of Investment registration that is followed under the provisions of the Law on Investment
* Joint Stock Company
Hồ sơ gồm:/ A dossier inclues:
- A written request for permission for execution of the bussiness registration.
- Charter of company
- Founder shareholders and shareholders who are foreign investors list (Authorozied representative list if any)
- Copies of any of the following documents
- If the company’s member(s) is/are individual: ID card, passport or other legal personal identifications
- If the company’s member(s) is/are organization: Decision to etablish, Certificate of establishment or other equivalent documents of organization and authorozied paper ; ID card, passport or other legal personal identifications of authorized representative.
- If the company’s member(s) is/are foreign organization: Copie of Certificate of establishment or other equivalent documents those are legalized by consul;
- If foreign investor : Certificate of Investment registration that is followed under the provisions of the Law on Investment
Location registed dossier: Bussiness Registry Office
Time: 05 working days from the receipt of valid dossiers
Step 04: Log reports established businesses
Enterprise after being granted business registration certificates, shall inform public on the National Portal of enterprise registration in the order, procedures and pay the prescribed fees.
Content published content including registration certificate and now the following information:
- Bussiness lines
- List of founding shareholders and foreign investors for joint stock companies.
Implementing Agency: Department announcement of the Business Registration Agency.
Step 05: Fix the seal of the enterprise
After having the certificate of registration and has conducted corporate announcement business establishment. Conducting business at one of the seal unit licensed seal. Enterprise to decide the number and form a seal within the law.
Step 06: Publication of the seal of the enterprise registration portal on national enterprise
After having the seal, the enterprise conducts sample posted on the portal seal registration is now national and facility-level MPI 01 certification seal sample posted.
Implementing Agency: Department announcement of the Business Registration Agency
Time: 03 working days from the receipt of valid dossiers
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