FOREIGN INVESTMENT

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ESTABLISHMENT OF 100% FOREIGN CAPITAL COMPANY

01

Process of establishing a 100% foreign capital company in Vietnam:

Investment registration certificate (IRC), 20-25 working days
Business registration certificate (ERC) 3-5 working days
Seal engraving, publication of seal samples, 3 working days
Open a bank account, 3 working day
Procedures for initial tax declaration, 5 – 10 working day

02

Documents you need to prepare:

A. If the investor is an organization

ID card/Passport of capital contributing representative (5 copies)
Company license + charter: Copies the consular authentication (for foreign organizations)
Office leasing contract (5 copies)
Audited financial statements for the lastest 2 years – (Copies the consular authentication). Note: financial statements must be positive (2 copies) OR Bank account statement

B. If the investor is an individual

Passport of the investor (5 copies)
Bank account balance statement of the individual (in which the balance must be at least equal to the contributed capital), which is authentication and legalization – notarized translation if abroad (03 copies)

C. General Preparation Documents

Contract of renting location – 01 original
Passport/citizen identity card of legal representative of company with 100% foreign capital established in Vietnam – 5 copies

03

Time and results:

30 – 40 working days from the date you send LNP LAW all necessary documents.

Results Investors receive:

Investment registration certificate (IRC);
Certificate of Business Registration (ERC);
Company seal and director seal;
Notice of valid seal sample and Public Gazette on National Business Registration Portal;
Capital account.

BUSINESS LICENSE

Base on the business line of the investor, if it is a conditional business, it is necessary to carry out the procedures to grant the License to meet all business conditions in that field.

➡ LNP LAW supports investor visa, temporary residence card (TRC) for investors;
➡ Employment permit for foreign worker;
➡ Counseling and supporting investors on legal issues about the Legal Representative; Head office address; Tax accounting

REAL ESTATE TRANSACTION

LNP LAW assists Investors RENT FACTORY inside and outside the Industrial Park; rent houses; … and other real estate transactions.

➡ LNP LAW supports investor visa, temporary residence card (TRC) for investors;
➡ Giấy phép lao động cho người lao động nước ngoài;
➡ Tư vấn, hỗ trợ nhà đầu tư các vấn đề pháp lý về Người đại diện theo pháp luật; Địa chỉ trụ sở chính; Kế toán – Thuế

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ESTABLISHMENT OF REPRESENTATIVE OFFICE/BRANCH OF FOREIGN COMPANY IN VIETNAM

Process and time:

- Apply for a license to register a representative office/branch operation: 15 – 20 working days
- Registration of seal engraving for Representative Office: 3 working days
- Opening bank accounts for representative offices, time: 1 day
- Obtain tax registration certificate (tax code granting): 2 – 5 working days
  
  Estimated total time: 20 – 30 working days

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Documents should be prepared:

- Business registration of parent company: notarized copy (with authentication and legalization);
- Audited financial statements of 1 year or other documents of equivalent validity proving the existence and real activities of foreign traders in the latest fiscal year: notarized copies (authentication and legalization);
- Passport/ID card of the head of the Representative Office;
- Office lease agreement/contract or documents proving ownership of the office location in Vietnam.

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HOTLINE: 0968896603

FOREIGN INVESTOR CONTRIBUTE CAPITAL
PURCHASE SHARES / CAPITAL CONTRIBUTION

Process and time:

The process and time for capital transfer to foreign investors are as follows:

- Step 1: Request the official letter of approval for capital contribution/share purchase, capital contribution of the investor, within 15-20 working days;
- Step 2: Change the certificate of enterprise registration (ERC), within 3-5 working days
  
  Total time: 20 – 25 working days

Documents should be prepared:

To carry out the procedure, you need to prepare the following documents:

- Passport: Certified true copy 05 copies (If the Investor is an individual);
- Enterprise registration certificate of capital contribution company – purchase of shares/capital contribution: authentication and legalization (If the investor is an organization);
- Confirm bank account balance;
- Financial statements of the latest 1 year: authentication and legalization (If the investor is an organization);
- Enterprise registration certificate (ERC) of the company accepting capital contribution to purchase shares/capital contribution.

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ESTABLISHED COMPANY/BRANCH ABROAD

Forms of offshore investment

Investors carry out offshore investment activities in the following forms:

➡ Establishing an economic organization in accordance with the laws of the host country;

➡ Performance of BCC contracts abroad;

➡ Buying part or all of the charter capital of an overseas economic organization to participate in the management and implementation of business investment activities abroad;

➡ Buying and selling securities, other valuable papers or investing through securities investment funds and other intermediary financial institutions abroad;

➡ Other forms of investment in accordance with the laws of the host country.

Process and time

➡ The Ministry of Planning and Investment sends the dossier for evaluation opinions of the relevant state agencies, time: 3 working days;

➡ Agencies collecting opinions with appraisal on contents under their management, time: 15 working days

- For projects requiring the Government to decide on investment policies, the Ministry of Planning and Investment shall organize the evaluation and make evaluation reports and submit them to the Prime Minister. Duration: 30 working days;
- For projects requiring the National Assembly to decide on investment policies: Contact us for detailed instructions.

➡ Ministry of Planning and Investment issues a decision and issues an offshore investment certificate.

➡ Establishment of the Company overseas in accordance with the procedures and laws of the country chosen by the investor

Records should be prepared

➡ Copies of identity card or passport, for individual investors;

➡Investment License/Investment Registration Certificate/Business Registration Certificate/Establishment Decision (If the Investor is an organization);

➡ Financial statements of the latest 2 years; Commitment to financial support of the parent company; Financial institution’s commitment to provide financial support; Guarantee of financial capacity;

➡ Commitment to self-balance foreign currency sources or documents of authorized credit institutions committing to arrange foreign currency for investors;

➡ Confirmation of no tax debt of the tax authority;

➡ Decision on investment abroad;

➡ Contract of leasing place of business/Address of head office in foreign country.

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HOTLINE: 0968896603

FOREIGN INVESTMENT CONSULTING
EXPERIENCE

LNP LAW provides consulting services and supports the Company with the most effective and optimal solutions.

Any support you may need, please contact us today via:

- Email/ Google hangouts: lawyer@lnplegal.com
- iMessage | SMS | Whatsapp | Viber | Call: +84968896603
- Website: lnplegal.com – luatsutuvanluat.com
- Linkedin: linkedin.com/company/lnplegal
- Hanoi: Nguyen Ngoc Vu, Trung Hoa, Cau Giay, Hanoi

Finding more Our Legal Services at LNP LAW

FREQUENTLY ASKED QUESTIONS (FAQ)

Forms of offshore investment?

Forms of offshore investment include:

– Establishment of an economic organization in accordance with the law of the host country;

– Performance of BCC contracts abroad;

– Acquisition of part or all of the charter capital of an overseas economic organization to participate in the management and implementation of business investment activities abroad;

– Buying and selling securities, other valuable papers or investing through securities investment funds and other intermediary financial institutions abroad;

– Other forms of investment in accordance with the laws of the host country.

Which case requires an investment certificate?

Not all investment projects must carry out investment registration procedures with competent state agencies, but the 2014 investment law stipulates that only the following investment projects must apply for a certificate. Receive investment registration (procedures for investment registration):

According to Clause 1, Article 36 of the 2014 Investment Law, investment projects that require investment registration include:

Investment projects of foreign investors;

Economic organizations invest in establishing economic organizations; investment in capital contribution, purchase of shares or capital contributions of economic organizations; Investing under BCC in one of the following cases:

Having foreign investors holding 51% or more of the charter capital or a majority of general partners being foreign individuals to economic organizations being partnership companies;

Having foreign economic organizations holding 51% or more of the charter capital;

There are foreign investors and foreign economic organizations holding 51% or more of charter capital.

Other investment projects that are not required to carry out investment procedures include:

Investment projects of domestic investors;

Investment projects of economic organizations which invest in the establishment of economic organizations, invest in capital contribution, purchase of shares or capital contributions of economic organizations; investment under a BCC does not fall into any of the following investment procedures;

Investment projects in the form of capital contribution, purchase of shares or capital contributions of business organizations.

Note that for investment projects which require policy approval, they must carry out procedures for applying for policy decision first, after being decided on policy, to implement investment projects.

3 groups of industries restricting foreign investors

Group 1

Business activities and seal production as well as legal-related professions and legal status are quite specific occupations involving Vietnamese citizens.

Therefore, it is very limited for foreign investors. Most business activities are subject to management and under the Ministry of Public Security.

Group 2

It is not allowed to carry on the business of production support tools such as repair tools, security devices, explosives, etc. Although the government is creating many conditions for economic development, this is an industry with Important implications for politics, national defense and security.

Group 3

Due to the increasing demand for foreign workers of Vietnamese people. To ensure safety and quality for workers. Foreign investors conducting intermediary services business to recruit workers abroad.

Similar to many other countries in the other world. In order not to affect the domestic culture and education, foreign investors will not be allowed to publish, print or distribute publications.

What is BCC contract investment?

According to Clause 9 Article 3 of the 2014 Law on Investment, Business Cooperation Contract (Business Cooperation Contract) is a contract signed between investors to conduct business cooperation to distribute profits and distribute products. without establishing an economic organization. Therefore, this form is relatively convenient for investors.

When a foreign-invested economic organization is operating in Vietnam, in which:

Foreign investors / foreign-invested business organizations holding 51% or more of charter capital or the majority of general partners are foreign individuals (with partners) comply with regulations on with foreign investors;

Accordingly, foreign investors must carry out procedures for the grant of investment registration certificates when signing business cooperation contracts.

What is investment under PPP contracts?

PPP contract is an investment contract in the form of public-private partnership. This type of contract is signed between a competent state agency and a project investor or enterprise to execute a new construction investment project or to renovate, upgrade, expand, manage and operate it. infrastructure constructions or public service delivery.

PPP contracts have a number of characteristics such as:

– One party signing the contract is a state agency;

– Contracts related to infrastructure and public services.

Types of PPP contracts include: BOT, BTO, BT, BO, BTL, BTL, O&M.

What investment conditions apply to foreign investors when investing in the establishment of an economic organization?

According to the Law on Investment 2014, before establishing an economic organization, a foreign investor must have an investment project, follow the procedures for the issuance of an investment registration certificate, and must meet the following conditions:

a) Regarding the charter capital ownership

Foreign investors may own an unlimited charter capital in an economic organization, except for the following cases:

The ownership ratio of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
The ownership ratio of foreign investors in equitized or transformed state owned enterprises in other forms complies with the law on equitization and conversion of state enterprises;
The ownership ratio of foreign investors outside the above-mentioned provisions shall comply with other relevant laws and treaties to which the Socialist Republic of Vietnam is a member

b) Investment form, scope of activities, Vietnamese partners participating in the implementation of investment activities and other conditions under the provisions of international treaties to which the Socialist Republic of Vietnam is a member.

Forms of investing in Vietnam

Forms of investing in Vietnam include:

Investment in establishing economic organizations.

Investing in the form of capital contribution, purchase of shares or capital contributions in business organizations.

Investment in the form of PPP contract.

Invest in the form of BCC contracts.

Are “conditions for foreign investors” and “Conditions of business investment” the same?

“Investment conditions for foreign investors” and “Business investment conditions” are two different concepts.

Accordingly, according to Clause 6, Article 2 of Decree No. 118/2015 / ND-CP, the investment conditions for foreign investors are the conditions that foreign investors must meet when carrying out the first activity. Investment in sectors and trades subject to conditional investment with foreign investors according to the provisions of laws, ordinances, decrees and treaties on investment.

Under Clause 7, Article 2 of Decree No. 118/2015 / ND-CP, business investment conditions are conditions that individuals and organizations must meet according to the provisions of law, ordinances, decrees and articles. international convention on investment when carrying out investment and business activities in the sectors and trades specified in Appendix 4 of the Law on Investment.

Provisions on capital accounts of foreign investors

All transactions related to the direct and indirect investment activities of foreign investors in Vietnam must be conducted through an investment capital account opened at a licensed bank that is a commercial bank or a bank. foreign bank branches are allowed to trade and provide foreign exchange services in accordance with provisions of applicable laws. Capital account is an account that records transactions related to the movement of money in and out of a business’s capital.

Do investors need to be present in Vietnam to apply for a Company Investment Certificate?

Will LNP Law be able to do that on behalf of investors and all that has to be done is to provide the necessary documents online?

Investors do not need to be present in the process of issuing Investment Certificate. LNP Law can handle procedures based on the Authorization Letter authorized by the investor.

For other procedures following the licensing process, such as registering the company’s capital account, the legal representative of the newly registered entity must be present in Vietnam.

According to the Investment Law and the Enterprise Law, 100% foreign-invested company is an enterprise owned by foreign investors established in Vietnam. A wholly foreign-invested company is established in the form of a limited liability company, has the legal entity status (under Vietnamese law), is established and operates from the date of issuance of the investment license. .

In addition, a company with 100% foreign capital may be established in accordance with specialized laws, such as law firms, banks, credit institutions, etc.

Below we discuss the procedures for establishing a 100% foreign-owned company under the Law on Investment 2014 (effective from July 1, 2015). These are quite complex administrative procedures, involving many authorities and need the support of business lawyers (lawyers specializing in business law and investment law …)

Please indicate the investment conditions applicable to foreign investors when investing in the establishment of economic organizations?

Under the Investment Law 2014, before the establishment of an economic organization, a foreign investor must have an investment project, carry out procedures for issuance of an investment registration certificate and must satisfy the following conditions:

a) Regarding the ownership of charter capital

Foreign investors may own an indefinite amount of charter capital invested in business organizations, except for the following cases:

The holdings of the foreign investors at listed companies, public companies, securities-trading organizations, and securities investment funds are conformable with regulations of law on securities;
The holdings of the foreign investors at state-owned companies that have been equitized or converted are conformable with regulations of law on equalization and conversion of state-owned companies;
With regard to holdings of the foreign investors in other cases than those mentioned in Point a and Point b of this Clause, relevant regulations of law and the international agreements to which the Socialist Republic of Vietnam is a signatory shall apply.

b) Form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory.

How to record business lines and assign business lines coding in business registration application?

1. For registering business lines

Business lines on the Business Registration Certificate are recorded based on the business lines listed in the Business Registration Form.
With the conditional business lines, enterprises have the right to conduct business in each conditional business activity as soon as all the conditions are met in accordance with legal regulations. State management of conditional business activities and compliance of business conditions thereof are within the authority of competent agencies according to sector-specific legal regulations.

2. For recording business lines on the Business Registrtion Form and Business Registration Certificate

a. The listing of business activities in business registration is implemented as stipulated in Article 7 Decree No. 43/2010/ND-CP dated 15 April, 2010 of the Government on business registration, Article 1 Decree No. 05/2013/ND-CP dated 9 January, 2013 of the government amending some regulations on administrative procedures stipulated in Decree No. 43/2010/ND-CP, Decision No. 10/2007/QD-TTg dated 23 January 2007 of the Prime Minister promulgating the Vietnam’s System Industrial Classification and Decision No. 337/2007/QĐ-BKH dated 10 April 2007 of the Minister of Planning and Investment promulgating the regulation of the content of the VSIC.

b. When registering for new enterprise, amendment of business registration information or conversion to Business Registration Certificate, enterprise founder or enterprise must choose and write down the 4 digit-code business activity in VSIC in the Business Registration Form, Notice of amendment of business registration or Letter of request for converting to new format of Business Registration Certificate.

c. In case that enterprise has the demand for registering more detailed business activity than the 4 digit-code business activity, enterprise has to choose one 4 digit-code business activity in VSIC and write down the detailed business activity below the chosen 4 digit-code business activity provided that the detailed business activity is in accordance with the chosen 4 digit-code business activity. In this case, enterprise is allowed to do business in the scope of the detailed business activity.