Investing in establishing a foreign invested company in Vietnam. Vietnam is an ideal investment environment for foreign investors and FDI capital flows. So what are the procedures for establishing a foreign invested company? Are you a foreign investor or partner looking to learn the procedures for establishing a foreign-invested company? You want to invest in Vietnam but don’t know where to start? What is the latest process for establishing a foreign-invested company? Do you want to know the procedures for establishing a foreign investment company? What is a foreign invested company? Let’s combine analysis of practical experience and apply the following sharing of the National Security Law to find the answer.
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Mục lục
- 1 1. Legal basis for establishing a foreign invested company in Vietnam
- 2 2. Who has the right to establish a foreign invested company?
- 3 3. General conditions when establishing a foreign-invested company:
- 4 4. Characteristics of foreign invested enterprises
- 5 5. Forms of foreign investment in Vietnam
- 6 6. Establish a company with 100% foreign capital
- 7 7. Procedures for foreign investors to contribute capital and buy company shares in Vietnam
- 8 8. Notes when establishing a foreign-invested company
- 9 8. Fields of preferential foreign investment in Vietnam
- 10 9. Price list for establishment of a foreign-invested company
- 11 10. Some questions related to establishing a foreign invested company
- 12 11. Service of establishing a foreign invested company of Quoc Bao law firm
1. Legal basis for establishing a foreign invested company in Vietnam
WTO Commitment Schedule;
Multilateral trade agreements have investment commitments;
Investment Law 2020, amended and supplemented in 2022 and implementation guidance documents;
Enterprise Law 2020, amended and supplemented in 2022 and implementation guidance documents;
Trade agreements with foreign investors’ nationalities
2. Who has the right to establish a foreign invested company?
Persons with the right to establish foreign-invested companies are listed and clearly defined in the law below:
The current Enterprise Law stipulates: Right to establish, contribute capital, buy shares, purchase capital contributions and manage enterprises
1. Organizations and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of this Law, except for the cases specified in Clause 2 of this Article.
2. The following organizations and individuals do not have the right to establish and manage businesses in Vietnam:
a) State agencies and people’s armed forces units use state assets to establish business enterprises to make private profits for their agencies and units;
b) Cadres, civil servants and public employees according to the provisions of law on cadres, civil servants and public employees;
c) Officers, non-commissioned officers, professional soldiers, workers, and defense officials in agencies and units of the People’s Army; Professional officers and non-commissioned officers in agencies and units of the Vietnam People’s Police, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises;
d) Leaders and professional managers in state-owned enterprises, except those appointed as authorized representatives to manage the State’s capital contribution in other enterprises;
d) Minors; people with limited civil act capacity or lost civil act capacity; organizations without legal status;
e) People who are being prosecuted for criminal liability, serving prison sentences, administrative handling decisions at compulsory detoxification facilities, compulsory education establishments or are banned from practicing business or holding positions. perform certain tasks or jobs related to business according to the Court’s decision; Other cases as prescribed by law on bankruptcy and anti-corruption.
If requested by the Business Registration Authority, the person registering to establish a business must submit a criminal record card to the Business Registration Authority.
3. Organizations and individuals have the right to contribute capital, purchase shares, and purchase capital contributions to joint stock companies, limited liability companies, and partnerships according to the provisions of this Law, except for the following cases:
a) State agencies and people’s armed forces units use state assets to contribute capital to enterprises to gain private profits for their agencies and units;
b) Subjects who are not allowed to contribute capital to the enterprise according to the provisions of law on officials and civil servants.
4. Gaining private profits for your agency or unit according to Point a, Clause 2 and Point a, Clause 3 of this Article is the use of income in any form obtained from business activities, capital contributions, share purchases, Purchase capital contributions for one of the following purposes:
a) Divided in any form to some or all of the people specified in Points b and c, Clause 2 of this Article;
b) Adding to the operating budget of agencies and units contrary to the provisions of law on state budget;
c) Establish a fund or add to it to serve the private interests of agencies and units.
3. General conditions when establishing a foreign-invested company:
Not subject to investment bans include:
Investing in projects that are harmful to national defense, national security and public interests;
Investing in projects that are harmful to historical relics, culture, ethics, and Vietnamese customs and traditions;
Investing in projects that harm people’s health, destroy resources, and destroy the environment;
Investing in projects to treat toxic waste brought into Vietnam from outside; producing toxic chemicals or using toxic agents prohibited by international treaties;
Foreign investors investing in Vietnam for the first time must have an investment project and complete investment registration or investment verification procedures at a competent state agency;
Foreign investors investing in conditional investment fields must ensure investment conditions according to regulations.
Conditions in specific areas:
Conditions for establishing a foreign-invested enterprise in the manufacturing sector:
Foreign investors must ensure that there is a location to carry out the project in accordance with the local development planning;
Must have financial capacity to implement the project;
Ensuring environmental conditions, security and order;
Conditions for establishing foreign-invested enterprises in the field of commerce;
Foreign investors must ensure there is a location to carry out the project;
Must have financial capacity and experience to implement the project;
The export, import and distribution of goods must have HS codes and are not subject to bans or restrictions on import, export and distribution and are consistent with the roadmap according to Vietnam’s commitments when joining the WTO;
Meet the conditions for practice certificates and conditions for investment capital and legal capital according to regulations for each specific field;
Meet the ratio of foreign investors in each specific project.
Conditions for establishing a foreign-invested enterprise in the service sector:
Foreign investors can only register service industries in which Vietnam has committed to open its market when joining the WTO;
Must ensure specific conditions according to Vietnam’s schedule of service commitments when joining the WTO;
Foreign investors must ensure there is a location to carry out the project;
Investors must prove their capacity and experience to implement the investment project;
Investors must demonstrate financial capacity to carry out the project.
4. Characteristics of foreign invested enterprises
4.1. About members, shareholders, business owners
Foreign-invested enterprise (Foreign-invested economic organization) is an enterprise with foreign investors as members or shareholders;
Foreign investors in foreign-invested enterprises are individuals with foreign nationality or organizations established under foreign law that conduct business investment activities in Vietnam.
4.2. Organizational form of foreign invested enterprises
Enterprises with foreign investment in Vietnam must be organized in corporate forms according to the provisions of Vietnamese law. Foreign investors have the right to choose a type of enterprise that suits their needs to conduct business activities in Vietnam: Private enterprise; Partnerships; One-member limited liability company; LLC with two or more members; and Joint Stock Company
4.3. Legal status
Foreign-invested enterprises in Vietnam have legal status or do not have legal status depending on the type of enterprise they register to establish under Vietnamese law. Except for cases where foreign investors choose the form of private enterprise (without legal status), foreign-invested enterprises are established in the form of limited liability companies, joint stock companies, and public companies. Partnership companies have legal status.
4.4. Capital ownership ratio
Foreign investors are allowed to own unlimited charter capital in economic organizations.
Except for the following cases:
Ownership ratio of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds according to the provisions of securities law;
The ownership ratio of foreign investors in equitized state-owned enterprises or other forms of ownership conversion shall comply with the provisions of law on equitization and conversion of state-owned enterprises;
The ownership ratio of foreign investors not falling into the above two cases shall comply with other provisions of relevant laws and international treaties to which the Socialist Republic of Vietnam is a member.
4.5. Investment registration certificate
Before establishing a foreign-invested enterprise, a foreign investor must have an investment project and carry out procedures for granting an Investment Registration Certificate as prescribed in Article 38 of the Investment Law 2020.
When foreign-invested enterprises change the business registration content and that content is also the investment registration content, they must adjust the investment registration content recorded in the Investment Registration Certificate. at a competent state agency.
4.6. Business
Foreign-invested enterprises are not allowed to conduct business investment activities in the industries and professions specified in Article 6 and Appendices 1, 2 and 3 of the Investment Law.
For service sectors and sub-sectors that have not yet committed or are not specified in Vietnam’s Schedule of Commitments in the WTO and other international investment treaties for which Vietnamese law has regulations on investment conditions for For foreign investors, the provisions of Vietnamese law apply.
Foreign investors in territories that are not WTO members conducting investment activities in Vietnam are subject to the same investment conditions as prescribed for investors in countries and territories that are WTO members. unless otherwise prescribed by law and international treaties between Vietnam and that country or territory.
5. Forms of foreign investment in Vietnam
1. Form 1: Investment in establishing economic organizations
There are 4 popular forms of business:
One-member limited liability company
Limited liability company with two or more members
Joint stock company
Partnerships
This is a type of direct investment in which investors directly invest capital and directly participate in management activities. This type is relatively complicated, requiring more strict investment procedures than other types of investment. Each type of business has its own advantages and disadvantages that investors consider when choosing, including the following aspects: Ability to mobilize capital, ability to make decisions autonomously, ability to bear property responsibility, tax incentives…
Currently, foreign investors mainly choose limited liability companies and joint stock companies when investing in Vietnam.
If a foreign investor’s economic organization falls into one of the following cases, it must meet the conditions and carry out investment procedures according to regulations for foreign investors when investing in establishing an economic organization. other:
(i) There are foreign investors holding more than 50% of the charter capital or the majority of partners are foreign individuals for economic organizations that are partnerships;
(ii) There is an economic organization specified in point a of this clause that holds more than 50% of the charter capital;
(iii) There are foreign investors and economic organizations specified in Point a of this Clause holding more than 50% of the charter capital.
Thus, with the above 3 procedures, foreign investors who want to invest in establishing economic organizations need to take the following steps:
Carry out procedures for approval of investment policy (if required by law;
Carry out procedures for issuance of Investment Registration Certificate according to the Investment Law 2020;
Carry out procedures for establishing a business according to the Enterprise Law 2020.
In other cases, if the economic organization does not fall into the above cases, it is only necessary to comply with the investment conditions and procedures as prescribed for domestic investors when investing in establishing another economic organization.
Note:
Foreign investors establishing economic organizations must meet market access conditions for foreign investors in terms of ownership ratio of charter capital of foreign investors in economic organizations; investment form; scope of investment activities; investor capacity; partners participating in investment activities; Other conditions as prescribed in laws, resolutions of the National Assembly, ordinances, resolutions of the National Assembly Standing Committee, decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a member pellets.
Before establishing an economic organization, foreign investors must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except in the case of establishing innovative small and medium-sized start-up enterprises. creation and innovative start-up investment fund according to the provisions of law on supporting small and medium-sized enterprises.
2. Form 2: Invest in capital contribution, buy shares, buy capital contribution
a) Form of capital contribution investment
Investors contribute capital to economic organizations in the following forms:
Buy shares issued for the first time or additional shares issued by a joint stock company;
Contribute capital to limited liability companies and partnerships;
Contribute capital to other economic organizations.
b) Forms of buying shares and purchasing capital contributions
Investors buy shares and capital contributions in the following forms:
Buy shares of a joint stock company from the company or shareholders;
Buy the capital contribution of a member of a limited liability company to become a member of a limited liability company;
Buy the capital contribution of a capital contributing member in a partnership company to become a capital contributing member of a partnership company;
Buy capital contributions of members of other economic organizations.
Investors are required to carry out procedures for registering capital contribution, purchasing shares, and purchasing capital contributions in the following cases:
Contributing capital, purchasing shares, purchasing capital contributions increases the ownership ratio of foreign investors in economic organizations doing business in sectors and trades with conditional market access for foreign investors.
Capital contribution, share purchase, capital contribution leads to foreign investors holding more than 50% of the charter capital of the economic organization in the following cases: increasing the charter capital ownership ratio of foreign investors from below or equal to 50% to above 50%; Increase the charter capital ownership ratio of foreign investors when foreign investors own more than 50% of the charter capital in economic organizations.
Foreign investors contribute capital, buy shares, and purchase capital contributions from economic organizations that have land use rights certificates on islands and border communes, wards, and towns; coastal communes, wards and towns; other areas that affect national defense and security.
If they do not fall into the above cases, foreign investors make capital contributions, buy shares, or purchase capital contributions according to the same procedures as domestic investors.
3. Form 3: Implementing investment projects
An investment project is a collection of proposals to invest medium-term or long-term capital to conduct business investment activities in a specific area, within a specified period of time. Depending on the nature, scale and conditions of each project, investment projects are implemented according to one or more of the following procedures:
Decide on investment policies and issue Investment Registration Certificates according to regulations;
Establishment of economic organizations according to regulations for foreign investors investing in the form of establishing economic organizations;
Carry out procedures for land allocation, land re-allocation, land lease, land sub-lease, and permission to change land use purposes according to the provisions of land law (if any);
Carry out construction procedures according to the provisions of construction law (if any).
Investors who win the auction of land use rights or win the bid for an investment project using land carry out the investment project according to the provisions of the decision approving the auction winning results and the document approving the results. Investor selection and regulations on investment, construction and related laws without having to carry out procedures to decide investment policies.
4. Form 4: Investment in the form of BCC contract
BCC contract (business cooperation contract) is a contract signed between investors to cooperate in business, divide profits, and divide products according to the provisions of law without establishing an economic organization. . (Investment Law 2020).
BCC contracts are signed between domestic investors and foreign investors or between foreign investors carrying out procedures for issuance of Investment Registration Certificates as prescribed in Article 38 of the Investment Law 2020.
This is considered a flexible and cost-effective form of investment, so recently, more and more investors are choosing it in the process of business operations and cooperative development.
The parties to the BCC contract have the right to agree on the contents according to the actual business needs of their enterprises. The contents of cooperation must be within the legal framework. At the same time, according to Article 27 of the Investment Law 2020, the parties participating in the BCC contract establish their own coordination committee to implement the BCC contract. The functions, tasks, and powers of the coordination board are agreed upon by the parties.
5. New forms of investment and types of economic organizations according to Government regulations.
Above are 4 popular forms of foreign investment in Vietnam. In addition, Clause 5, Article 21 also stipulates “New forms of investment and types of economic organizations according to government regulations”. This provision shows that lawmakers have further contemplated new forms of investment and types of economic organizations, demonstrating initiative, openness, and readiness to receive new forms of investment and types of business. The new economy in the future will face the continuous development of the economy, no longer being stereotyped and limited to investment forms as before.
6. Establish a company with 100% foreign capital
6.1 In some business fields, foreign investors can establish 100% foreign-owned companies
| BTI | Industry name | CPC Code |
| 1. | Production | |
| 2. | Accounting services, tax services | 862, 863 |
| 3. | Architectural Services | 8671 |
| 4. | Technical consulting services, synchronous technical consulting | 8672, 8673 |
| 5. | Urban planning and urban landscape architecture services | 8674 |
| 6. | Computer services and related services, business, software production | 841-845, 849 |
| 7. | Research and development services for natural sciences | 851 |
| 8. | Market Research Services | 864 |
| 9. | Management consulting services | 865 |
| 10. | Services related to management consulting | 866 |
| 11. | Production-related services | 884, 885 |
| 12. | Services related to scientific and technical consultancy | 86751, 86752, 86753 |
| 13. | Repair and maintenance services of machinery and equipment (excluding repair and maintenance of ships, aircraft, or other means and equipment of transport) | 633 |
| 14. | Delivery services | 7512 |
| 15. | Construction and related engineering services | 511-518 |
| 16. | Import and export services, wholesale distribution, retail sale of goods | 621, 622, 631, 632 |
| 17. | Franchising Services | 8929 |
| 18. | Educational services | 923, 924, 929 |
| 19. | Wastewater and garbage treatment | 9401, 9402 |
| 20. | Hospital, dental, medical examination services | 9311, 9312 |
| 21. | Hotel accommodation arrangement service, Food and beverage service | 64110, 642, 643 |
| 22. | Warehousing services, freight agencies | 742, 748 |
| 23. | Reservation service by computer | |
| 24. | Aircraft maintenance and repair services | 8868 |
6.2 Characteristics of a company with 100% foreign capital
Enterprises with 100% foreign capital have some differences compared to normal enterprises, so what are the characteristics of enterprises with 100% foreign capital? Some basic characteristics of enterprises with 100% foreign capital can be seen as follows:
Enterprises with 100% foreign capital are governed by Vietnamese law and international treaties that Vietnam recognizes.
Enterprises with 100% foreign capital are established by one or more foreign investors (organizations and individuals). Contributed assets of 100% foreign-owned enterprises are owned by one or more organizations and individuals who are foreign investors.
Enterprises with 100% foreign capital can be established as LLCs, Joint Stock Companies, or Partnerships, with limited liability only equal to the amount of capital put into business.
Enterprises with 100% foreign capital are controlled by foreign organizations or individuals and are responsible for their own business results. (The Vietnamese State only manages through granting investment licenses and inspecting the implementation of laws. The Vietnamese State does not intervene in the organization and management of 100% foreign-owned enterprises).
Thus, 100% foreign-owned enterprises not only have the common characteristics of Vietnamese enterprises but also have the unique characteristics of foreign-invested enterprises.
6.3 Procedures for establishing a 100% foreign-owned company
Step 1: Register investment policy at the competent authority to establish a company with 100% foreign capital
When entering Vietnam to invest in a project, foreign investors must apply for an Investment Registration Certificate. However, before applying for an Investment Registration Certificate, in some cases the investor must register an investment policy under the approval authority of the National Assembly, the Prime Minister or the People’s Committee. provincial people.
The project falls under the investment policy approval authority of the National Assembly
The National Assembly approved investment policies for the following investment projects:
1. Investment projects that greatly affect the environment or have the potential to seriously affect the environment, including:
a) Nuclear power plant;
b) Investment projects requiring change of land use purpose for special-use forests, watershed protection forests, border protection forests of 50 hectares or more; protection forests to block wind and sand, and protection forests to block waves and sea encroachment of 500 hectares or more; production forests of 1,000 hectares or more;
2. Investment projects requiring change of land use purpose for wet rice cultivation of 02 or more crops with a scale of 500 hectares or more;
3. Investment projects requiring resettlement of 20,000 people or more in mountainous areas, or 50,000 people or more in other regions;
4. Investment projects requiring the application of special mechanisms and policies need to be decided by the National Assembly.
The project falls under the investment policy approval authority of the Prime Minister
Except for investment projects specified in Article 30 of this Law, the Prime Minister approves investment policies for the following investment projects:
1. Investment projects regardless of capital source fall into one of the following cases:
a) Investment projects requiring resettlement of 10,000 people or more in mountainous areas, or 20,000 people or more in other regions;
b) New construction investment projects: airports, airfields; runways of airports and airfields; passenger terminal of international airport; Cargo terminals of airports and airfields with a capacity of 01 million tons/year or more;
c) New investment projects for passenger transport business by air;
d) New construction investment projects: ports and harbor areas belonging to special seaports; Ports and port areas with investment capital of VND 2,300 billion or more belong to class I seaports;
d) Oil and gas processing investment projects;
e) Investment projects with betting and casino businesses, except for electronic games with prizes for foreigners;
g) Housing construction investment projects (for sale, lease, lease purchase), urban areas with land use scale of 300 hectares or more or population size of 50,000 people or more;
h) Investment projects on construction and business of infrastructure of industrial parks and export processing zones;
2. Investment projects of foreign investors in the field of telecommunications services with network infrastructure, afforestation, publishing, and journalism;
3. Investment projects are simultaneously under the investment policy approval authority of 02 or more Provincial People’s Committees;
4. Other investment projects under the authority of the Prime Minister’s investment policy approval or investment decision according to the provisions of law.
The project falls under the investment policy approval authority of the Provincial People’s Committee
1. Except for investment projects specified in Article 30 and Article 31 of this Law, the Provincial People’s Committee approves investment policies for the following investment projects:
a) Investment projects that request the State to allocate or lease land without auction, bidding or transfer, investment projects that request permission to change land use purpose, except for cases of allocation land, land lease, and permission to change land use purposes for households and individuals who are not required to have written approval from the Provincial People’s Committee according to the provisions of land law;
b) Housing construction investment projects (for sale, lease, lease purchase), urban areas with land use scale of less than 300 hectares and population size of less than 50,000 people;
c) Golf course construction and business investment project;
d) Investment projects of foreign investors and foreign-invested economic organizations implemented in islands and border communes, wards and towns; coastal communes, wards and towns; other areas that affect national defense and security.
2. For investment projects specified in Points a, b and d, Clause 1 of this Article, implemented in industrial parks, export processing zones, high-tech zones, and economic zones in accordance with approved planning. The approval authority requires the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones to approve the investment policy.
Dossier requesting approval of investment policy for an investment project proposed by the investor includes:
a) Written request to implement the investment project, including a commitment to bear all costs and risks if the project is not approved;
b) Documents on the investor’s legal status;
c) Documents proving the investor’s financial capacity include at least one of the following documents: the investor’s 02 most recent financial statements; commitment to financial support from the parent company; commitment to financial support from financial institutions; guarantee of the investor’s financial capacity; Other documents proving the investor’s financial capacity;
d) Investment project proposal includes the following main contents: investor or form of investor selection, investment objective, investment scale, investment capital and capital mobilization plan, location , deadline, implementation progress, information on current land use status at the project location and proposed land use needs (if any), labor needs, proposals for investment incentives , impact, socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) according to the provisions of law on environmental protection.
In cases where the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
d) In case the investment project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of land use rights documents or other documents determining the right to use the location. to implement investment projects;
e) Content explaining the technology used in the investment project for projects subject to appraisal and consultation on technology according to the provisions of law on technology transfer;
g) BCC contract for investment projects in the form of BCC contract;
h) Other documents related to the investment project, conditions and capacity requirements of the investor according to the provisions of law (if any).
Dossier requesting approval of investment policy for an investment project prepared by a competent state agency includes:
a) Proposal for approval of investment policy;
b) Proposed investment project includes the following main contents: investment objectives, investment scale, investment capital, location, duration, implementation progress, socio-economic impact and efficiency project association; information on the current status of land use at the project location, land recovery conditions for projects subject to land recovery, expected land use needs (if any); preliminary assessment of environmental impact (if any) according to the provisions of law on environmental protection; Expected form of investor selection and conditions for investors (if any); special mechanisms and policies (if any).
In cases where the law on construction stipulates the preparation of a pre-feasibility study report, the competent state agency may use the pre-feasibility study report instead of the investment project proposal.
Step 2: Apply for an Investment Registration Certificate for a company with 100% foreign capital
If the projects do not use land (in other words, lease land directly from the state) and do not use technology on the list of transfer restrictions, then step 1 above is not required.
In the following cases, investors must carry out procedures to apply for an Investment Registration Certificate:
• Investment projects of foreign investors;
Investment projects of the following economic organizations:
• There are foreign investors holding more than 50% of charter capital or the majority of partners are foreign individuals for economic organizations that are partnerships;
• Have an economic organization as specified above holding 50% or more of charter capital;
• There are foreign investors and economic organizations specified above holding 50% or more of the charter capital.
Dossier to apply for an Investment Registration Certificate for a company with 100% foreign capital includes:
• Written request for investment project implementation;
• Documents on the investor’s legal status
• For individual investors: Copy of ID card, ID card or passport
• For institutional investors: copy of Certificate of Establishment or other equivalent document confirming legal status;
• Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital and capital mobilization plan, location, deadline, investment progress investment, labor needs, proposals for investment incentives, assessment of the impact and socio-economic efficiency of the project;
• Copy of one of the following documents:
• Investor’s most recent 2-year financial statements;
• Commitment to financial support from the parent company;
• Commitment to financial support from financial institutions;
• Guarantee of investor’s financial capacity;
• Documents explaining the investor’s financial capacity;
• Propose land use needs; In case the project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of the location lease agreement or other documents certifying that the investor has the right to use the location for implementation. current investment project;
• Explanation on technology use includes the following contents: technology name, technology origin, technology process diagram; Main technical parameters, usage status of machinery, equipment and main technology lines for Projects using technology on the List of technologies restricted from transfer.
The investor submits an application for an Investment Registration Certificate for a 100% foreign-owned company at the investment registration agency:
• If the company is headquartered in an industrial park, it is the Industrial Park Management Board.
• If the company is headquartered outside the industrial park, it is the Department of Foreign Economic Relations – Provincial Department of Planning and Investment.
Time for issuance of Investment Registration Certificate for 100% foreign-owned companies:
• For investment projects not subject to investment policy decision: 15 – 20 working days from the date of receiving complete documents
• For investment projects subject to investment policy decision: 05 – 10 working days from the date of receiving the investment policy decision document.
Step 3: Establish a business to issue a business registration certificate to a 100% foreign-owned company
After obtaining the investment registration certificate, investors need to prepare documents to establish a business.
Documents for establishing a one-member limited liability company with 100% foreign capital:
• Application for business registration;
• Company rules;
• Copies of the following documents: Citizen identification card, ID card, passport or other legal personal identification of the individual owner;
• Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the organization;
• For members that are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;
• Investment registration certificate for foreign investors according to the provisions of the Investment Law.
Documents for establishing a limited liability company with 2 or more members with 100% foreign capital:
• Application for business registration;
• Company rules;
• Members list;
• Copies of the following documents: Citizen identification card, Identity card, Passport or other legal personal identification of individual members;
• Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the organizational member;
• For members that are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;
• Investment registration certificate for foreign investors according to the provisions of the Investment Law.
Documents for establishing a joint stock company with 100% foreign capital:
• Application for business registration;
• Company rules;
• List of founding shareholders and shareholders who are foreign investors (list of authorized representatives, if any);
• Copies of the following documents: Citizen identification card, Identity card, Passport or other legal personal identification of individual members;
• Establishment decision, Business registration certificate or other equivalent documents of the organization and authorization documents; Citizen identification card, ID card, passport or other legal personal identification of the authorized representative of the organizational member;
• For members that are foreign organizations, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;
• Investment registration certificate for foreign investors according to the provisions of the Investment Law.
The agency that submits the application for a business registration certificate for a 100% foreign-owned company is the Business Registration Agency of the Provincial Department of Planning and Investment.
Time to issue business registration certificate for 100% foreign-owned companies: 05 working days from the date of receiving complete and valid documents.
Step 4: Post the announcement of establishment of a 100% foreign-owned company
After being granted a Business Registration Certificate, an enterprise must publicly announce on the National Information Portal about business registration according to the order and procedures and must pay fees according to regulations.
The published content includes the contents of the Business Registration Certificate and the following information:
• Business;
• List of founding shareholders and shareholders who are foreign investors for joint stock companies.
Implementing agency: Announcement posting section of the Business Registration Authority – Provincial Department of Planning and Investment.
Step 5: Engrave the seal of a 100% foreign-owned company
• After obtaining the Business Registration Certificate and posting the announcement of business establishment. Enterprises engrave their seals at one of the licensed seal engraving units. Enterprises decide for themselves the number and form of seals within the scope allowed by law.
• According to the provisions of the 2020 Enterprise Law effective from January 1, 2021, businesses engrave their own seals and are responsible for the use of the company’s legal seal. Therefore, companies with 100% foreign capital as well as companies with Vietnamese capital do not have to post notices announcing seal samples as before. This is also a very new point of the Enterprise Law 2020, but it is also a concern of many businesses in the issue of self-management and use of corporate seals without supervision from relevant state management agencies. to the seal.
Buy shares issued for the first time or additional shares issued by a joint stock company;
Contribute capital to limited liability companies and partnerships;
Buy shares of a joint stock company from the company or shareholders;
Buy the capital contributions of members of a limited liability company to become a member of a limited liability company;
Buy the capital contribution of a capital contributing member in a partnership company to become a capital contributing member of a partnership company;
Contributing capital or purchasing capital contributions from members of other economic organizations that do not fall into the cases mentioned above.
Case 1: In the case of foreign investors contributing capital, purchasing capital contributions, purchasing shares of 50% or less in enterprises in Vietnam, investing and doing business in sectors without conditions.
Investors contribute capital/transfer capital, declare income tax from transfer (if any)
Case 2: In the case of foreign investors contributing capital, purchasing capital contributions, purchasing shares to invest in and doing business in conditional industries or in cases where foreign investors contribute capital, purchase shares, purchase The capital contribution of Vietnamese companies leads to foreign investors holding over 50% of charter capital.
7.3 Procedures for establishing a company
Case 1: In the case of foreign investors contributing capital, purchasing capital contributions, purchasing shares of 50% or less in enterprises in Vietnam, investing and doing business in sectors without conditions.
Investors contribute capital/transfer capital, declare income tax from transfer (if any)
Enterprises only need to carry out the procedure to change the Business Registration Certificate (formerly known as the procedure to change business registration).
Documents need to be prepared
Notice of change in business registration content;
Deciding on company changes;
Minutes of meetings about changing companies;
Transfer contract and documents certifying that the transfer has been completed, certified by the company’s legal representative;
List of capital contributing members or List of foreign shareholders;
Notarized copy of investor’s passport/Business registration certificate.
Procedures for foreign investors to contribute capital, buy shares, purchase capital contributions of 50% or less of the charter capital of an enterprise in Vietnam, and invest in business sectors without conditions
Enterprises submit documents at the Business Registration Office
Within 03 working days from the date of receipt of valid documents, the Business Registration Authority shall issue a new Business Registration Certificate to the enterprise.
Case 2: In the case of foreign investors contributing capital, purchasing capital contributions, purchasing shares to invest in and doing business in conditional industries or in cases where foreign investors contribute capital, purchase shares, purchase The capital contribution of Vietnamese companies leads to foreign investors holding over 50% of charter capital.
Steps to perform the procedure:
Step 1: Register to contribute capital, buy capital contributions, buy shares in Vietnamese enterprises at the Investment Registration Agency
Procedures for registering capital contributions, purchasing capital contributions, and purchasing shares of foreign investors in Vietnamese enterprises
Prepared documents
The registration document for capital contribution, share purchase, or capital contribution purchase includes the following contents: information about the business registration of the economic organization to which the foreign investor intends to contribute capital, buy shares, or purchase capital contributions. contribute; business; list of owners, members, founding shareholders, list of owners, members, shareholders who are foreign investors (if any); Charter capital ownership ratio of foreign investors before and after capital contribution, share purchase, and capital contribution to economic organizations; expected transaction value of capital contribution, share purchase, and capital contribution contracts; information about investment projects of economic organizations (if any);
Copies of legal documents of individuals, organizations contributing capital, purchasing shares, purchasing capital contributions and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions;
Document of principle agreement on capital contribution, share purchase, purchase of capital contribution between foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions or between investors. foreign investment with shareholders or members of that economic organization;
Copy of the Certificate of Land Use Rights of the economic organization with foreign investors contributing capital, purchasing shares, purchasing capital contributions (in case the economic organization has a Certificate of Land Use Rights on the island) , border communes, wards, towns and coastal communes, wards and towns; other areas affecting national defense and security);
Introduction letter, authorization letter to submit documents.
Implementation procedures:
Foreign investors submit documents at the Investment Registration Authority;
If the company is headquartered in an industrial park, it is the Industrial Park Management Board.
If the company is headquartered outside the industrial park, it is the Department of Foreign Economic Relations – Provincial Department of Planning and Investment.
Within 15 working days from the date of receipt of valid documents, the Business Registration Authority shall issue a Notice of satisfaction of conditions for capital contribution, share purchase, capital contribution and Vietnamese enterprises.
In particular, in the case of an economic organization with a foreign investor contributing capital, purchasing shares, purchasing capital contributions with a Certificate of land use rights in islands, communes, wards, border towns and communes, wards, seaside town; In other areas that affect national defense and security, the investment registration agency shall carry out the following procedures:
Within 03 working days from the date of receiving the valid dossier, the investment registration agency will seek opinions from the Ministry of National Defense and the Ministry of Public Security on meeting the conditions to ensure national defense, security and conditions. land use conditions;
Within 07 working days from the date of receiving the written request from the investment registration agency, the Ministry of National Defense and the Ministry of Public Security shall give their opinions on meeting the conditions to ensure national defense and security for the organization. economic organizations with foreign investors contributing capital, purchasing shares, purchasing capital contributions; Past the required time limit, if there is no opinion, it is considered to have agreed to meet the conditions for ensuring national defense and security for economic organizations with foreign investors contributing capital, purchasing shares, or purchasing shares. capital
Within 15 days from the date of receipt of valid documents, the investment registration agency shall consider meeting the conditions for capital contribution, share purchase, and capital contribution purchase and based on the opinions of the Ministry of National Defense and the Ministry of National Defense. Police to notify investors. The written notice is sent to foreign investors and economic organizations with foreign investors contributing capital, purchasing shares, or purchasing capital contributions.
Step 2: Foreign investors contribute capital, buy shares, capital contributions and Vietnamese enterprises.
In case the foreign investor contributes more than 51% of capital, the Vietnamese Company will open a direct investment capital account. Investors make capital contributions and transfer capital through direct investment capital accounts. (Refer to the article: Investment capital account for foreign investors in Vietnam)
Members and shareholders transferring capital shall declare taxes upon transfer according to the law on personal income tax and corporate income tax (if any);
Step 3: Change the Certificate of Business Registration to add foreigners in the business registration dossier submitted at the Business Registration Office – Department of Planning and Investment
The procedure is similar to Case 1 mentioned above.
Step 4: Carry out procedures to request an Investment Registration Certificate for business lines that require an Investment Registration Certificate (eg: training industry, educational services,…).
Prepared documents
Document requesting implementation of investment project;
Documents on investor’s legal status:
For individual investors: Copy of ID card, ID card or passport;
For institutional investors: copy of Certificate of Establishment or other equivalent document confirming legal status;
Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital and capital mobilization plan, location, term, investment progress , labor needs, proposals for investment incentives, assessment of impact and socio-economic efficiency of the project;
Copy of one of the following documents:
Investor’s most recent 2-year financial statements;
Commitment to financial support of the parent company;
Commitment to financial support from financial institutions;
Guarantee of investor’s financial capacity;
Documents explaining the investor’s financial capacity;
Propose land use needs; In case the project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of the location lease agreement or other documents certifying that the investor has the right to use the location for implementation. current investment project;
Explanation on technology use includes the following contents: technology name, technology origin, technology process diagram; Main technical parameters, usage status of machinery, equipment and main technology lines for projects using technology on the List of technologies restricted from transfer
BCC contract for investment projects in the form of BCC contract.
Implementation procedures:
Foreign investors submit documents at the Investment Registration Authority;
If the company is headquartered in an industrial park, it is the Industrial Park Management Board.
If the company is headquartered outside the industrial park, it is the Department of Foreign Economic Relations – Provincial Department of Planning and Investment.
Execution time:
The investment registration agency issues an Investment Registration Certificate to the investor within 15 days from the date of receipt of valid documents when the project meets the following conditions:
Not belonging to industries or occupations banned from business investment as prescribed in Article 6 of the Investment Law and international treaties on investment;
Have a location for implementing the investment project determined on the basis of a valid copy of documents on land use rights or a valid copy of the location lease agreement or other documents or documents determining the right to use the location to implement investment projects;
The investment project is in accordance with the planning as prescribed in Clause 7, Article 31 of Decree 31/2021/ND-CP;
Meet the conditions for investment rate per land area prescribed by the Provincial People’s Committee based on actual local conditions and approved by the Standing Committee of the Provincial People’s Council (if any), quantity labor used (if any);
Meet market access conditions for foreign investors.
8. Notes when establishing a foreign-invested company
Notes on investment fields
Depending on the investment field, investors can determine their capital contribution ratio in companies established in Vietnam. For each specific field, investors need to meet specific conditions and determine the corresponding investment capital to demonstrate financial capacity in the appropriate investment field for the project to be licensed. At the same time, ensure correct and sufficient capital contribution according to the committed schedule.
For investment fields that are not included in WTO commitments, when investors want to invest, they must seek approval and opinions from the Ministry of Industry and Trade. Therefore, the ability to successfully register these professions is not high, and depends largely on the investor’s ability to explain, experience, and financial capacity.
Note the value of investment capital contribution and investment capital contribution progress
Investment capital not only proves the investor’s financial capacity when investing in Vietnam but is also the basis for determining whether the investor must apply for a work permit or not. For investors who contribute investment capital in Vietnam of less than 3 billion VND, they are not exempted from work permits. Investors still have to apply for a work permit and when having a work permit, they will only be granted a temporary residence card. maximum 02 years. The investor’s investment capital ratio is also related to the duration of the temporary residence card issued to investors and representatives of foreign organizations investing in Vietnam, specifically:
For investors with contributed capital worth from 03 billion VND to less than 50 billion VND, temporary residence cards are issued for a term of not more than 03 years;
For investors with contributed capital worth from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a term of not more than 05 years;
For investors with contributed capital worth 100 billion VND or more, temporary residence cards are issued for a term of no more than 10 years.
In addition, investors must pay attention to contributing investment capital on time according to the progress recorded in the Investment Certificate. In case the investor does not contribute enough capital on time as committed, he or she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, there will be a penalty for late capital contribution.
Note about investment subjects
Investment entities in each field have specific regulations. In some industries, foreign investors can only establish a company in Vietnam as a legal entity, even a legal entity with active operations. active in the investment sector in Vietnam. Therefore, in many cases foreign investors cannot invest as individuals in some investment fields in Vietnam.
For investors with nationalities that are not WTO members, investing in Vietnam must also seek verification from the Ministry of Industry and Trade. The ability to register for these investors is not high, and at the same time, the possibility of registration for these investors is not high. depends largely on the investor’s accountability, experience, and financial capacity.
Note about investment capital contribution accounts
In fact, many foreign-invested enterprises come to Viet An Law in a state of “half crying or half laughing” because during the establishment process they were not consulted about the need to contribute capital through an investment capital account. foreign direct. This leads to a situation where capital is contributed incorrectly and sometimes the capital has already been used up, so overcoming incorrect capital contribution is extremely difficult. Not only that, but there are also penalties for not contributing capital correctly. When a company wants to change or adjust its investment certificate, it must prove that it has fulfilled its capital contribution obligations, facing many difficulties. In many cases, even if it wants to dissolve, the procedure cannot be carried out. Therefore, companies with foreign capital need to pay special attention to opening a foreign direct investment capital account and making timely capital contributions to this account.
Note about renting company headquarters and locations for implementing investment projects
Unlike Vietnamese-invested companies, when establishing a foreign-invested company, foreign investors must have documents proving the company’s headquarters and the location of the public project implementation right after submitting the application to establish the company. ty. Accordingly, the company headquarters is not allowed to use an apartment building. Company establishment documents must be submitted with the headquarters lease contract, project location and legal documents (notarized copies) of the lessor. . The location of a production project must have the function of leasing real estate on the land use right certificate and business registration certificate of the lessor and must be located in an industrial cluster or park.
Notes on choosing the form of establishing a foreign-invested company
Investors who establish a company with foreign investment capital also choose the form of investment as in this article (ie the investor contributes capital from the beginning). Investors who want simpler procedures, especially if foreign investors combine with Vietnamese investors to do business together, should choose to invest in the form of purchasing capital contributions or shares of the company. Vietnam. In this form, the procedure for establishing a company is simpler, proving the company’s headquarters is not required, especially the investor can reduce the procedure for granting an Investment Registration Certificate. Accordingly, during the operation process, many legal procedures and costs will be saved when changes and additions arise.
Investors who establish a company with foreign investment capital also choose the form of investment as in this article (ie the investor contributes capital from the beginning). Investors who want simpler procedures, especially if foreign investors combine with Vietnamese investors to do business together, should choose to invest in the form of purchasing capital contributions or shares of the company. Vietnam. In this form, the procedure for establishing a company is simpler, proving the company’s headquarters is not required, especially the investor can reduce the procedure for granting an Investment Registration Certificate. Accordingly, during the operation process, many legal procedures and costs will be saved when changes and additions arise.
8. Fields of preferential foreign investment in Vietnam
When foreign investors invest in these industries, they will receive incentives:
Lower corporate income tax rate or exemption or reduction of corporate income tax;
Exemption from import tax for goods imported to create fixed assets; raw materials, supplies and components to implement investment projects;
Exemption or reduction of land rent, land use fees, and land use tax.
8.1. Industries with special investment incentives:
High Technology, Information Technology, Supporting Industry:
High-tech applications in the High-tech List are given priority for investment and development according to the Prime Minister’s decision.
Production of products on the List of high-tech products encouraged for development according to the decision of the Prime Minister.
Production of supporting industrial products according to the Prime Minister’s decision.
Incubating high technology, incubating high-tech businesses; venture capital for high technology development; apply, research and develop high technology in accordance with the law on high technology; production of biotechnology products.
Producing software products, digital information content products, key information technology products, software services, information security incident recovery services, and information security protection according to regulations of the Government. information technology law.
Producing renewable energy, clean energy, energy from waste destruction.
Production of composite materials, light construction materials, and rare materials.
Agriculture:
Plant, care for, nurture, protect and develop forests.
Cultivation, processing, and preservation of agricultural, forestry, and aquatic products.
Producing, multiplying and cross-breeding plant varieties, livestock breeds, forestry plant breeds and aquatic breeds.
Production, exploitation and refining of salt.
Offshore fishing combines the application of advanced fishing methods; fisheries logistics services; Construction of fishing shipbuilding and fishing shipbuilding facilities.
Sea rescue service.
Environmental Protection, Infrastructure Construction:
Collect, process, recycle and reuse waste centrally.
Construction and business of infrastructure of industrial parks, export processing zones, high-tech zones, and functional areas in economic zones.
Investing in the development of water plants, power plants, water supply and drainage systems; bridges, roads, railways; airports, seaports, river ports; airports, railway stations and other particularly important infrastructure projects decided by the Prime Minister.
Develop public passenger transportation in urban areas.
Investment in construction, management and business of markets in rural areas.
Culture, Society, Sports, Health:
Construction of social housing and resettlement housing.
Investing in business establishments implementing hygiene and disease prevention.
Scientific research on preparation technology and biotechnology to produce new drugs.
Production of medicinal materials and main drugs, essential drugs, drugs to prevent and control social diseases, vaccines, medical biological products, drugs from medicinal materials, oriental medicine; the drug’s patent or related exclusivity is about to expire; Applying advanced technology and biotechnology to produce human medicines meeting international GMP standards; Production of packaging in direct contact with drugs.
Invest in methadone production facilities.
Investing in the business of high-performance sports training and coaching centers and sports training and coaching centers for people with disabilities; building sports facilities with equipment, training and competition facilities that meet the requirements of organizing international tournaments; professional gymnastics and sports practice and competition facilities.
Investing in business centers for geriatrics, psychiatry, and treatment of patients infected with Agent Orange; Care centers for the elderly, people with disabilities, orphans, and homeless children.
Investment in business centers for Treatment – Education – Social Labor; drug addiction and smoking detoxification facilities; HIV/AIDS treatment facility.
Investing in the business of national museums and ethnic cultural houses; ethnic singing, dancing, and music troupes; theaters, studios, film production and film printing facilities; art and photography exhibition house; producing, manufacturing, and repairing traditional musical instruments; maintain and preserve museums, ethnic cultural houses and art and culture schools; establishments and craft villages to introduce and develop traditional trades.
8.2. Industry with investment incentives
Science and Technology, Electronics, Mechanical, Materials Production, Information Technology:
Manufacturing products on the List of key mechanical products as decided by the Prime Minister.
Invest in research and development (R&D).
Producing steel billets from iron ore, high-grade steel, and alloys.
Production of coke and activated carbon.
Production of energy saving products.
Production of petrochemicals, pharmaceutical chemicals, basic chemicals, technical plastic and rubber components.
Manufacturing products with added value of 30% or more (according to instructions from the Ministry of Planning and Investment).
Manufacturing cars, auto parts, shipbuilding.
Producing accessories, electronic components, and electronic assemblies does not belong to the special investment incentive industries mentioned above.
Manufacturing machine tools, machinery, equipment, spare parts, machines serving agricultural, forestry, fishery, salt production, food processing machines, and irrigation equipment that are not included in special incentive industries investment mentioned above.
Production of materials to replace Asbestos materials.
Agriculture
Raising, growing, harvesting and processing medicinal herbs; protect and preserve genetic resources and rare and endemic medicinal species.
Producing and refining animal, poultry and aquatic feed.
Scientific and technical services on planting, animal husbandry, aquaculture, crop and livestock protection.
New construction, renovation and upgrading of slaughterhouses; preserving and processing industrially concentrated poultry and livestock.
Build and develop concentrated raw material areas to serve the processing industry.
Seafood harvesting.
Environmental Protection, Infrastructure Construction:
Construction and development of industrial cluster infrastructure.
Construction of apartments for workers working in industrial parks, export processing zones, high-tech zones, and economic zones; building student dormitories and housing for social policy beneficiaries; Invest in building functional urban areas (including kindergartens, schools, hospitals) to serve workers.
Handling oil spills, overcoming mountain landslides, dyke landslides, riverbanks, coastlines, dams, reservoirs and other environmental incidents; Apply technology to reduce greenhouse gas emissions that cause greenhouse effects and destroy the ozone layer.
Investment and business in commodity exhibition centers, logistics centers, warehouses, supermarkets, and trade centers.
Education, Culture, Society, Sports, Health:
Investment and business in infrastructure of educational and training establishments; Invest in the development of non-public education and training establishments at all levels: preschool education, general education, vocational education.
Producing medical equipment, building warehouses to preserve pharmaceuticals, reserve medicines for humans to prevent natural disasters, catastrophes, and dangerous epidemics.
Producing raw materials for making medicines, plant protection drugs, and pesticides; Prevention and treatment of diseases for animals and aquatic products.
Invest in biological testing facilities and evaluate drug bioavailability; Pharmaceutical facilities that meet good practice standards in drug production, storage, testing, and clinical trials.
Invest in research to prove the scientific basis of Oriental medicine and traditional medicines and develop standards for testing Oriental medicine and traditional medicines.
Investment and business in fitness and sports centers, gyms, sports clubs, stadiums, swimming pools; establishments that produce, manufacture, and repair equipment and facilities for physical training and sports.
Investing in the business of public libraries and cinemas.
Investing in construction of cemeteries, cremation and cremation service facilities.
Other Industry: Activities of People’s Credit Fund and microfinance institutions.
In addition, if the investor carries out special industries with preferential investment incentives in the area and also meets other conditions such as implementing the project in an area with difficult socio-economic conditions or In particularly difficult situations, many investment incentives will be applied and the incentive level that is most beneficial to investors will be chosen. During the investment registration process, investors need to base on legal regulations to determine the investment incentives they are entitled to and propose to the Investment Registration Authority.
9. Price list for establishment of a foreign-invested company
The price list of establishing a foreign-invested company accounts for 50-100% of charter capital.
| BTI | Profession | USD Price |
| 1 | Service industry | 1.000 |
| 2 | Trade – Import export | 1.700 |
| 3 | Manufacturing | 2.500 |
| 4 | Conditional trades | 3.000 |
| 5 | Projects over 300 billion | Agreement |
Price list for establishment of a foreign-owned company is less than 50% of charter capital.
| BTI | Profession | USD Price |
| 1 | Service industry, Trade – Import and export, Manufacturing industry | 650 |
| Conditional trades | 650 | |
| 5 | Projects over 300 billion | Agreement |
Price list for establishment of branches, representative offices, dependent establishments of foreign-invested companies
| BTI | Content | USD Price |
| 1 | Establishment of branches of independent accounting foreign-invested companies. | 100 |
| 2 | Establishment of branches of foreign-invested companies with dependent accounting. | 100 |
| 3 | Establishment of representative offices of foreign-invested companies. | 100 |
| 4 | Establishment of establishments under foreign-invested companies. | 100
|
What types of companies can foreign investors establish in Vietnam?
Depending on the number of foreign investors participating in establishing economic organizations and business management models, foreign investors are allowed to establish the following types of companies in Vietnam:
Partnerships;
One member limited liability company;
LLC with two or more members;
Joint stock company.
What industries can foreign-invested companies operate in?
Foreign investors are allowed to do business in sectors not prohibited by Vietnamese law and according to Vietnam’s schedule of commitments when joining the WTO.
What are the taxes that foreign invested companies must pay?
Similar to Vietnamese companies, foreign-invested companies must pay the following basic taxes:
License tax (according to registered charter capital);
Value added tax (according to the company’s output and input balance);
Corporate income tax (only payable when the company is profitable, 20% of company profits);
Export and import taxes (if there are import and export activities);
Natural resources tax (if using natural resources);
Special consumption tax (if doing business in a special restricted business line).
What is the percentage of foreign investor ownership in the enterprise?
Depending on the industry in which the foreign investor chooses to do business, the investor’s ownership ratio can range from 0-100% in the enterprise. For example:
The company provides management consulting services: the maximum ownership ratio of foreign investors is 100%;
Company providing advertising services: Foreign investors must enter into a joint venture with a domestic company that has registered this industry and the foreign investor’s ownership ratio is not limited in the joint venture;
Company providing road freight transport services: foreign investor ownership ratio is maximum 51%;
Companies providing services to send Vietnamese people to work abroad: are not allowed to have capital contributions from foreign investors.
11. Service of establishing a foreign invested company of Quoc Bao law firm
Consulting on conditions for establishing foreign invested companies: capital contribution ratio of foreign investors in Vietnam; business conditions of various industries; project implementation location; Note the procedures before and after establishing a foreign invested company;
Consulting on choosing the appropriate company type for investors: Limited Company or Joint Stock Company;
Consulting on opening a capital transfer account, capital contribution deadline;
Consulting and guiding investors to prepare necessary documents to establish foreign-invested companies;
Consulting and drafting company establishment documents for investors;
Investor representative works with competent Vietnamese state agencies in the process of implementing company establishment procedures for investors (Application for Investment Registration Certificate, Registration Certificate Enterprise, Business License, License according to specialized requirements, legal stamp making, procedures after establishing a company, procedures for opening a direct investment capital account, reporting on the implementation of investment projects ,…;
Comprehensive, regular consulting, accounting services, tax law package of activities arising during the process of conducting business in Vietnam for investors.
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