Before establishing a foreign-owned enterprise, a foreign investor must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except for the case of setting up a start-up small and medium-sized enterprise, creativity, and innovative start-up investment funds in accordance with the law on supporting small and medium enterprises.
Below is the procedure for establishing a foreign-owned enterprise, the investor shall carry out the procedure for issuing the Investment Registration Certificate according to the following steps:
1. Preparing documents for issuance of Investment Registration Certificate
An application for an Investment Registration Certificate includes:
1. A written request for the implementation of an investment project.
2. Documents proving legal status:
- For institutional investors: a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor is an organization.
- For individual investors: Copy of identity card or passport.
3. Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital. and capital mobilization plan, location, time, investment schedule, labor demand, a proposal for investment incentives, impact assessment, and socio-economic efficiency of the project.
4. Proof of investor’s financial capacity:
- For institutional investors: financial statements of the last 2 years of the investor. Or commit to the financial support of the parent company. Or pledge financial support from a financial institution. Or guarantee the financial capacity of the investor. Or documents explaining the investor’s financial capacity.
- For individual investors: confirm account balance, passbook;
5. Head office lease contract, Documents proving the lessor’s right to lease (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents).
6. Proposed demand for land use; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation of the project must be submitted. current investment project;
7. An explanation of the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer, include the following contents: name of technology, technology origin, technological process diagram; main technical parameters, use status of the main machinery, equipment, and technological lines;
2. Submit application for Investment Registration Certificate
Procedures for granting an Investment Registration Certificate for investment projects that are not subject to a decision on investment policies are as follows:
Online declaration of information about investment projects on the National Foreign Investment Information System
- Before carrying out the procedures for issuance of the Investment Registration Certificate, the investor shall declare online information about the investment project on the National Foreign Investment Information System. Within 15 days from the date of online declaration, the investor shall submit the application for the Investment Registration Certificate to the Investment Registration Authority.
- After the Investment Registration Authority receives the application, the investor is granted an account to access the National Information System on Foreign Investment to monitor the processing of the application.
- The investment registration agency uses the National Foreign Investment Information System to receive, process, and return investment registration results, update the status of application processing, and issue code numbers for the investment project.
Submit an application directly for an Investment Registration Certificate
An investor shall submit an application for an Investment Registration Certificate at the investment registration agency according to its competence as follows:
Department of Planning and Investment of the province where the company’s head office is located:
- Investment projects outside industrial parks, export processing zones, high-tech zones, economic zones;
- Investment projects on infrastructure development of industrial parks, export processing zones, high-tech zones, and investment projects in industrial parks, export processing zones, and high-tech zones in localities where a Management Board has not yet been established. industrial parks, export processing zones, and high-tech zones.
- Investment projects implemented in many provinces and centrally-run cities;
- Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones, and economic zones.
The management board of industrial parks, export processing zones, high-tech zones, and economic zones of the province where the company is headquartered
- Investment projects on infrastructure development of industrial parks, export processing zones, and high-tech zones;
- Investment projects are implemented in industrial parks, export processing zones, high-tech zones, and economic zones.
3. Issuance of Investment Registration Certificate
Within 15 days from the day on which the complete application is received, the investment registration agency shall issue the Investment Registration Certificate. In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.
4. Prepare documents and submit the application for the Enterprise Registration Certification
After a foreign-invested company is granted an Investment Registration Certificate, the investor shall carry out the procedures for granting an enterprise registration certificate similar to the procedure for establishing a Vietnamese-owned company.
Dossier of application for an enterprise registration certificate
- Business registration application form.
- Company rules.
- Copies of the following papers: Citizen’s identity card, Passport, or other lawful personal identification of members being individuals; owner (for one-member limited liability companies), founding shareholders (for joint stock companies);
- Establishment decision, enterprise registration certificate or other equivalent documents of owners, company members, founding shareholders being organizations.
- Decision on appointment of a manager of the contributed capital portion of the owner, capital contributor, shareholder being an organization and Identity Card/Citizen Identity Card, Passport or other lawful personal identification of the manager of the contributed capital portion.
- List of members (for limited liability companies with two or more members; List of founding shareholders and shareholders being foreign investors (list of authorized representatives if there are institutional shareholders).
- An investment registration certificate for investors has been granted.
Competence to issue business registration certificates:
Department of Planning and Investment of the province where the company’s head office is located
5. Next steps
- Disclosure of business registration information
- Engraving the company’s seal
- Open a foreign direct investment capital account
- Signboard at headquarters.
- Register digital signature for electronic tax payment and tax report online
- Buy an electronic digital signature to make an electronic tax payment
- Proposal to issue e-invoices.
- Make reports on project implementation according to the provisions of the Investment Registration Certificate.
- Declare and pay tax according to regulations.
In addition, foreign investors can invest in the form of capital contribution or purchase of shares of Vietnamese companies. See details here.
For institutional investors, you can set up a representative office to learn the market before setting up a company. Establishing a representative office will be more cost-effective and faster in terms of time. See details here.
To save time learning the procedures, filling in the form, notarizing, and waiting for submitting the application, you can contact HTLaw for Registration of a foreign-invested company services.
Contact us
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- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.