IS IT QUICK TO ESTABLISH A FOREIGN COMPANY IN VIETNAM? WHICH AGENCY SHOULD I APPLY TO ESTABLISH A FOREIGN COMPANY?
QUESTION
Dear TLK Law Firm, we hope that your company will answer the following question: I am a Japanese investor. Currently, I need to establish a Korean business in Vietnam. However, some issues related to procedures for establishing foreign businesses in Vietnam are not understood. So let me ask: Is it quick to establish a foreign company in Vietnam? Which agency should I submit documents to establish a foreign company? Looking forward to your company's answer. Thank you!
RELATED ARTICLES
1. Can foreign individuals establish a company in Vietnam? What are conditions?
2. Can a foreign company establish a subsidiary in Vietnam? What are conditions?
3. Where to submit an application to establish a foreign-invested enterprise?
Thank you for your trust and sending questions to TLK Law Firm. Based on legal regulations and practical solutions, we would like to send you the following consulting content:
LEGAL BASIS
1. Enterprise Law No. 59/2020/QH14 passed by the National Assembly on June 17, 2020;
2. Investment Law No. 61/2020/QH14 passed by the National Assembly on June 17, 2020;
3. Decree No. 01/2021/ND-CP issued by the Government on January 4, 2021 on business registration;
4. Decree No. 31/2021/ND-CP issued by the Government on March 26, 2021 detailing and guiding the implementation of a number of articles of the Investment Law;
5. Decree No. 122/2021/ND-CP issued by the Government on December 28, 2021 regulating penalties for administrative violations in the field of planning and investment;
6. Other legal documents providing relevant guidance.
CONSULTATION CONTENT
Currently, many foreign investors are coming to Vietnam to invest in the form of establishing foreign companies in Vietnam. This comes from the preferential policies our State has issued to attract investment capital from abroad to promote economic development. However, due to the specific nature of foreign investment capital, foreign investors wishing to establish foreign companies in Vietnam will have certain differences compared to when Vietnamese investors establish domestic businesses.Most foreign investors when establishing foreign businesses in Vietnam do not fully understand the legal regulations on procedures for establishing foreign businesses in Vietnam. Through the article below, we - TLK Law Firm will help you answer questions related to whether it is quick to establish a foreign company in Vietnam. Which agency should I submit documents to establish a foreign company?
Photo 1. Is it quick to establish a foreign company in Vietnam? Which agency should I submit documents to establish a foreign company?_ Hotline: 0972118764
I. MỘT SỐ VẤN ĐỀ PHÁP LÝ QUAN TRỌNG LIÊN QUAN TỚI THÀNH LẬP CÔNG TY NƯỚC NGOÀI Ở VIỆT NAM
1. What is a foreign enterprise?
Investment Law 2020 stipulates:
- An economic organization is an organization established and operating under the provisions of Vietnamese law, including enterprises, cooperatives, cooperative unions, and other organizations carrying out business investment activities.
- A foreign-invested economic organization is an economic organization that has foreign investors as members or shareholders.
Thus, a foreign enterprise is an economic organization established and operating in accordance with Vietnamese law, with foreign investors as members or shareholders.
=> See more: What is direct investment to establish a foreign enterprise?
2. Conditions for issuance of Investment Registration Certificate to foreign investors
Pursuant to Decree No. 31/2021/ND-CP, investors will be granted an Investment Registration Certificate if they fully meet the following conditions:
(1) Not belonging to industries or professions banned from business investment as prescribed in the Investment Law and international treaties on investment;
(2) There is a location for implementing the investment project determined on the basis of a valid copy of land use rights documents or a valid copy of the location rental agreement or other documents or documents determining land use rights. Use the location to carry out investment projects;
(3) Investment projects in accordance with the planning as prescribed in Decree No. 31/2021/ND-CP;
(4) 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), number of workers used (if any);
(5) Meet market access conditions for foreign investors.
Thus, to be granted an Investment Registration Certificate, foreign investors must simultaneously meet the above conditions.
3. Conditions for issuance of Business Registration Certificate
Pursuant to Decree No. 01/2021/ND-CP, businesses are granted a Business Registration Certificate when the following conditions are met:
(1) Registered business lines and occupations are not prohibited from business investment;
(2) The name of the enterprise is set in accordance with the provisions of the Enterprise Law 2020;
(3) Have valid business registration documents;
(4) Fully pay the business registration fee in accordance with the law on fees and charges.
After being granted an investment registration certificate, foreign investors rely on the above conditions to establish an enterprise.
II. PROCEDURE FOR IMPLEMENTING PROCEDURES FOR ESTABLISHING A FOREIGN COMPANY IN VIETNAM
1. Steps to carry out procedures for applying for a work visa
Step 1: Foreign investors, representatives of foreign organizations investing in Vietnam apply for an Investment Registration Certificate;
Step 2: Foreign investors, representatives of foreign organizations investing in Vietnam register to establish businesses;
Step 3: Announce the content of business registration information;
Step 4: Engrave the seal and announce the seal sample.
2. Process for handling work visa application procedures
A. Profile components
When establishing a foreign company in Vietnam, investors must first carry out procedures to apply for an Investment Registration Certificate. After obtaining the investment registration certificate, the investor carries out business registration procedures. Specific documents for each procedure must be as follows:
Documents required to carry out procedures to apply for an Investment Registration Certificate include:
1. Written request to implement an investment project, including a commitment to bear all costs and risks if the project is not approved;
2. Documents on the investor's legal status;
3. 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;
4. 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 case 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);
5. 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;
6. Explanation content about 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;
7. BCC contract for investment projects in the form of BCC contract;
8. Other documents related to investment projects, conditions and capacity requirements of investors according to the provisions of law (if any).
Documents required to register a foreign enterprise in Vietnam include:
1. Application for establishment of a business;
2. Draft company charter, depending on the type of enterprise according to the Enterprise Law 2020;
3. List of members (for LLCs with two or more members) or list of founding shareholders (for Joint Stock Companies);
4. Notarized copy of personal identification documents (ID card/ID/Passport) of the company's legal representative, the owner of the one-member limited liability company, and the members of the limited liability company. two or more members, founding shareholders of the Joint Stock Company, and authorized representatives;
5. Investment registration certificate (if capital contributing members or founding shareholders are foreigners or foreign companies);
6. Business registration certificate and power of attorney for the representative to be named in the capital contribution or shares of the capital contributing organization (if any).
Note:
(1) The above are just some basic documents that investors need to prepare when registering to establish a business. In addition, depending on the type of business that the investor decides to establish in Vietnam, the documents will be supplemented according to Decree No. 01/2021/ND-CP.
(2) In addition to the documents and papers mentioned above, when carrying out procedures for granting an Investment Registration Certificate and enterprise establishment registration procedures, investors need to prepare the following additional documents:
For individual investors
- A copy of the investor's ID card/Citizen identification card or Passport (certified).
- Confirm the bank account balance corresponding to the foreign investor's expected capital investment in Vietnam.
- Lease contract for the location of the company's headquarters, Documents proving the lessor's leasing rights such as Land Use Rights Certificate, Construction Permit, Business Registration Certificate,...
For institutional investors
- Copy of Certificate proving the investor's legal status (notarized copy, consular legalization at Vietnamese diplomatic missions abroad).
- Copy of one of the following documents: Financial statements of the last 02 years, commitment to the financial support of the parent company, commitment to the financial support of the financial institution, guarantee of financial capacity, and confirmation of financial capacity. Get bank account balance.
- Notarized copy of the passport of the company's legal representative abroad.
- Head office lease contract, Documents proving the lessor's leasing rights including land use right certificate, construction permit, business registration certificate,...
- Document explaining the use of technology for the project, according to regulations, includes the following contents: technology name, technology origin, technology process diagram, main technical parameters, equipment, main technological lines and usage status of machines.
B. Resolution agency
For procedures for granting Investment Registration Certificate:
- Management Board of industrial parks, export processing zones, high-tech zones, and economic zones (establishing businesses in industrial parks, export processing zones, high-tech zones, economic zones); or,
- Department of Planning and Investment issues, adjusts, and revokes Investment Registration Certificates for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.
For procedures for granting Investment Registration Certificate:
Business Registration Office where the enterprise is headquartered.
C. Procedures
- Submit documents directly to the headquarters of the competent authority to handle procedures; or,
- Submit documents by post to the headquarters of the competent authority to handle procedures; or,
- Implemented on the National Investment Information System (in case of applying for an Investment Registration Certificate) and National Business Registration Portal (in case of registering to establish a business).
D. Implementation results
- Investment registration certificate;
- Business registration certificate;
E. Implementation time
- For procedures to request issuance of Investment Registration Certificate: 05 working days from the date of receiving valid documents.
- For procedures to register a foreign enterprise in Vietnam: 03 working days from the date of receiving valid documents.
III. SUMMARY OF ANSWER SECTION: IS IT QUICK TO ESTABLISH A FOREIGN COMPANY IN VIETNAM? WHICH AGENCY SHOULD I APPLY TO ESTABLISH A FOREIGN COMPANY?
Dear Customers, from the above synthesis and analysis, TLK Law Firm would like to give the following answer:
According to current Vietnamese law, before investors establish foreign companies in Vietnam, they must register for an Investment Certificate at the Department of Planning and Investment.
In case an investor establishes an enterprise in an industrial park, export processing zone, high-tech zone, or economic zone, they must submit an application for an Investment Registration Certificate to the Industrial Park or Zone Management Board. export processing, high-tech zones, and economic zones.
Time to carry out procedures for issuance of Investment Registration Certificate is 05 working days from the date of receipt of valid documents.
After being granted the Investment Registration Certificate, the investor continues to carry out business establishment registration procedures at the Business Registration Office where the business is headquartered. The time to carry out procedures for granting a Certificate of Business Establishment is 03 working days from the date of receipt of valid documents.
Thus, from the time the investor is granted the Investment Registration Certificate, the time to establish a foreign company in Vietnam only takes about 03 working days.
=> See more: What types of periodic reports must be submitted by foreign companies?
Photo 2. Is it quick to establish a foreign company in Vietnam? Which agency should I submit documents to establish a foreign company?_ Hotline: 0972118764
III. HOW SHOULD YOU BEST CHOOSE AN ORGANIZATION THAT PROVIDES LEGAL SERVICES?
An organization providing quality and reputable legal services should have the following criteria:
First: Must be an official legal organization with a legal operating license;
Second: It is better if the Board of Directors must be lawyers, experienced and have high degrees;
Third: Have a team of lawyers and a systematic, professional, and thoroughly trained human resources system;
Fourth: Friendly, dedicated and make every effort for the benefit of customers. Consider customer satisfaction and work quality as your own honor;
Fifth: Professional, thoughtful, flexible and logical service provision process to optimize work performance and save customers' time;
Sixth: Reasonable and competitive service prices;
Seventh: Rich services in both fields of supply and service packages in the same field for customers to choose the appropriate service package, as well as comprehensive support for customers throughout the operation process. movement;
Eighth: Have the ability to Connect - Promote commercial relationships for customers if customers have needs,...
Finding a comprehensive, professional and reputable legal consulting organization is what every customer wants. Because no one wants to risk losing both money and time when the results are not as expected. However, finding such an organization is not easy because the number of service providers in the Vietnamese market today is very large with varying quality.
A suggestion for you: Although our TLK Law Firm does not dare to claim to be the best legal service provider on the market, we satisfy all of the above criteria and more will definitely be a good choice for you.
=> See more: What industries can foreign-invested enterprises operate in?
V. SOME QUESTIONS RELATED TO ESTABLISHING A FOREIGN COMPANY IN VIETNAM
Question 1: When applying to register a business, I paid the fee to publish the business registration content. However, if my business is not granted a Business Registration Certificate because it does not meet the conditions, will the publication fee be refunded?
Reply:
The answer is yes.
Pursuant to Decree 01/2021/ND-CP, the request to announce the business registration content and pay the fee for announcing the business registration content is done at the time the enterprise submits the business registration application. In case the enterprise is not granted business registration, the enterprise will be refunded the fee for publishing the business registration content.
Question 2: How long is the foreign business registration certificate?
Reply:
Currently, Vietnamese law has no regulations on the validity period of the Business Registration Certificate. Pursuant to Decree No. 01/2021/ND-CP, the information on the Business Registration Certificate is legally valid from the date the Business Registration Office issues the Business Registration Certificate. Enterprises have the right to do business from the date of issuance of the Business Registration Certificate, except in cases of conditional business investment and business lines.
Note: In case an enterprise registers the date of commencement of business operations after the date of issuance of the Business Registration Certificate, the enterprise has the right to operate business from the date of registration, except in the case of business operations, conditional business investment profession.
=> See more: What are the benefits of foreign-invested enterprises?
Above is some general advice that we would like to offer to our customers. As a service provider, we always understand and are ready to accompany and solve the needs and difficulties that customers are facing. If you still have questions or need more in-depth advice, please contact the hotline: 0972118764 to receive direct advice from a lawyer (completely free consultation).
Thank you very much!
Administrative Procedures Department - TLK Law Firm
WORK PERFORMED BY TLK LAW FIRM
1. Advise customers on all legal issues related to social life, individuals, organizations, businesses and investors.
2. Providing to customers, representing all legal services related to social life, individuals, organizations, businesses and investors.
INCENTIVES
1. Support customers in connecting and promoting trade during operations.
2. % discount on service fee when customers use the service for the second time.
3. Free legal advice on corporate law for one year (if you are an organization or business).
4. Care and free legal advice on tax and accounting laws for businesses within one year (if you are an organization or business).
5. Provide an internal business management system (if Customer is an organization or business).
LATEST PROMOTION POLICY HERE
We are always ready to be a dedicated companion and a solid legal fulcrum for our customers.
We wish our customers good health and prosperous development!
In case you need advice or use the service, please contact us with the information below:
TLK LAW FIRM
- Tel: +(84) 243 2011 747 Hotline: 097 211 8764
- Email: info@tlklawfirm.vn Website: tlklawfirm.vn
