Established companies with 100% foreign capital

From the date 01.07.2015 Investment Law 2014 takes starting effect, pursuant to the provisions of the Investment Law 2014, the process of establishing a company with 100% foreign capital shall be as follows: 

Step 01: Registration of the investment project to Provincial People's Committee

Foreign investors when investing in Vietnam to implement project, they must apply for Certification of investment registration. However, before doing the procedure for issuance of investment certificate of registration, in some cases, investors must register with the investment policy to Provincial People's Committee.

Profile include:

• A written request for the implementation of investment projects;

• For individual investors: A copy of the identity card or passport

• For organized investors: copies Certificate of enterprise establishment or other equivalent document confirming the legal status;

• Recommended investment projects include the following contents: investor implementes the project investment, investment objectives, investment scale, investment and capital mobilization plan, location, duration, progress investment, demand for workers , the propose for investment incentives, impact assessment, project’s economic - social efficiency;

• A copy of one of the following documents:

o Financial Report 02 latest recent years of the investor;

o Commitment to financial support of the parent company;

o Commitment to financial support of financial institutions;

o Guarantee financial capacity of investors;

o Documents explaining the financial capacity of investors;

• Proposed land use needs; If a project does not suggest that the government allocated or leased land or permitting conversion of land use purposes shall submit a copy of rental agreement or other document locations confirmed investors have the right to use the house/office to perform investment project;

• Explanation of the technology used with the following details: name of technology, technological origin, technological process diagram; the main technical parameters, state machinery, main equipment and technological lines for the project is to use the technology belonging the list of technology transfer restrictions.

• BCC for investment projects in the form of BCC (Business Cooperation Contract).

* Note: For investment projects not subject to the investment policy decisions do not need to do this step

Agencies apply: Investment Registration Agency

Time: 40-45 working days from the date of receipt of a valid application

 Step 02: Application for certificate of registration of investment

In the following case, investors must implement procedures for issuance of certification of investment registration:

• Investment projects of foreign investors;

• Investment projects of economic organizations following:

o Foreign investors hold >= 51% of the charter capital or a majority of members of the partnership is a foreign individual for economic organization is a partnership;

o economic organizations like above case holding more than 51% of the charter capital;

o foreign investors and economic organizations like above case holding more than 51% of the charter capital.

Profile include:

• A written request for the implementation of investment projects;

• For individual investors: A copy of the identity card or passport

• For investors is organization: copies Certificate of establishment or other equivalent document confirming the legal status;

• Recommended investment projects include the following contents: investor implementes the project investment, investment objectives, investment scale, investment and capital mobilization plan, location, duration, progress investment, demand for workers , the propose for investment incentives, impact assessment, project’s economic - social efficiency;

• A copy of one of the following documents:

o Financial Report 02 latest recent years of the investor;

o Commitment to financial support of the parent company;

o Commitment to financial support of financial institutions;

o Guarantee financial capacity of investors;

o Documents explaining the financial capacity of investors;

• Proposed land use needs; If a project does not suggest that the government allocated or leased land or permitting conversion of land use purposes shall submit a copy of rental agreement or other document locations confirmed investors have the right to use the house/office to perform investment project;

• Explanation of the technology used with the following details: name of technology, technological origin, technological process diagram; the main technical parameters, state machinery, main equipment and technological lines for the project is to use the technology belonging the list of technology transfer restrictions.

• BCC for investment projects in the form of BCC (Business Cooperation Contract).

Where to apply: Investment Registration Agency

Time:

• For investment projects not subject to the investment policy decision: 15-20 working days from receipt of the dossier.

• For investment projects eligible for investment policy decisions: 05-10 working days from receipt of the written decision on the investment policy. 

Step 03: Establishing enterprise, issue Certification business registrations of the enterprise.

After obtaining the certificate of registration of the investment, investors should prepare documents to establish enterprises.

Profile include:

* For companies, Ltd.

• Request for business registration.

• Company rules.

• Members list.

• Copies of the following documents:

o citizen ID card, passport or personal identification of other legitimate individual members;

o Decision on the establishment, certification of business registrated or other equivalent documents of the organization and authorization documents; Citizen identification card, identity card, passport or personal identification other legally authorized representative of member is the organization.

o For members who are foreign entities, a copy of the certificate of business registration or equivalent document to be legalized is;

• Certificate of registration of investment for foreign investors according to the Investment Law.

* For a joint stock company

Profile include:

• Request for business registration.

• Company rules.

• List of founding shareholders and foreign investors (list of authorized representative, if any)

• Copies of the following documents:

o citizen ID card, identity card, passport or personal identification other legitimate individual members;

o Decision on the establishment, certificate of business registration or other equivalent documents of the organization and authorization documents; Citizen identification card, identity card, passport or personal identification other legally authorized representative of the organization members

o For members who are foreign entities, a copy of the certificate of business registration or equivalent document to be legalized is;

• Certificate of registration of investment for foreign investors under the Investment Law.

Where to apply: Business Registration Agency

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 is content on Certification of business registration including the following informations:

• What business;

• List of founding shareholders and foreign investors for joint stock companies. 

Implementing Agency: Business Registration Agency 

Step 05: Fix the seal of the enterprise

After obtaining the certificate of business registration of enterprise and has conducted announce business enterprise establishment, implementing licensed seal. Enterprise selft decide the number and shape a seal within the law.

 Step 06: Publication of the seal of the enterprise on National portal of enterprise registration.

After having seal, Enterprise shall public inform the seal on the National Portal of enterprise registration and receiving 01 certification about seal sample posted. 

Implementing Agency: Business Registration Agency

Time: 03 working days from the receipt of valid dossiers 

For futher information please contact Fanpage “Lawyers Consulting Corporate & Investment Law” for detailed advice.

Golden Mission Law Firm