Lưu trữ foreign investment

I. What is a representative office of a foreign investor in Vietnam?

A representative office of a foreign investor in Vietnam means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.

II. Requirements for grant of Licenses for establishment of representative offices

Foreign businesses shall be granted Licenses for establishment of offices if they satisfy the following requirements:

1. The foreign investor is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;
2. The foreign investor has come into operation for at least 01 year from the date of establishment or registration;
3. The Certificate of Business registration or equivalent document is valid for at least 01 more year from the date of submission of the application;
4. The scope of operation of the representative office is conformable with Vietnam’s Commitments to market access stipulated in treaties to which Vietnam is a signatory;
5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

III. The power to grant of Licenses for establishment of representative offices

1. The Department of Industry and Trade of the province where the representative office is expected to be located outside industrial parks, export-processing zones, economic zones or hi-tech zones.
2. Management Boards of industrial parks, export-processing zones, economic zones or hi-tech zones (hereinafter referred to as Management Boards) where the representative office is expected to be located in industrial parks, export-processing zones, economic zones or hi-tech zones.

IV. Order of granting representative offices establishment license

Step 1: Submit your application in person or by post to the licensing agency

Step 2: The licensing agency shall examine such application and request the applicant to complete their application from the date of receipt of the application (if the application is incomplete). The request for supplementation to the application shall be made only once during the processing of such application.

Step 3: The licensing agency shall send the applicant a written notification of whether the license or establishment of the representative offices is granted. In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.

Note: Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign investor is not located in the country or territory being party to treaties to which Vietnam is a signatory or the establishment of representative offices that has not prescribed by specialized legislative documents, the licensing agency shall submit a written request for directions to the relevant Ministry before deciding to grant or not grant a representative office establishment license to a foreign investor.

V. Dossiers

1. An application form for license for establishment of the representative office
2. Copies of the Certificate of Business Registration or equivalent documents of the foreign trader
3. A letter of appointment of the head of the representative office
4. Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign investor issued or certified by competent authorities where such foreign trader is established
5. Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the representative office
6. Documents on the expected location of the representative office including:

– Copies of memorandum of understanding or leasing agreements or documents as proof of the right to use a location as the office representative

– Copies of the document on the proposed location of the head office meeting the provisions of Vietnamese law on security, order, and occupational safety and health conditions.

Note:

– Copies of the Certificate of Business Registration or equivalent documents of the foreign trader shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam, translated into Vietnamese and certified true in accordance with laws of Vietnam.

– Documents No. 3, 4, 5 (for the case where the passport copy of the head of the representative office is a foreigner) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam.

VI. Settlement time

– Normal cases: 7 working days from the date of receipt of complete and valid dossiers.

– Special cases: 13 working days from the date of receiving complete and valid dossiers

VII. Fees

3.000.000 VND

If you wonder about setting up a company, representative office, or branch, you can contact us to for a consultation.

To save time learning about the law, filling out forms, waiting to submit the dossier, you can contact HTLaw for advice and support for Presentative office establishment for foreign investor .

Contact us

- Email: hue.truong@htlaw.vn
- Phone number: +84 935 439 454.

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.