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     Establishing a business organization in Vietnam

       Establishing a business organization in Vietnam

  1. ORDER AND PROCEDURE:

Procedure of execution of investmet project:

Depending on the characteristics, scale, and conditions of each project, it shall be executed under one of some procedures below:

  • Obtain a decision on investment guidelines, Investment Registration Certificate;;
  • Establish a business organization (for foreign investors making investment by establishing business organizations);
  • Follow procedures for land allocation, land lease/sublease, land repurposing in accordance with regulations of law on land (if any);
  • Follow construction procedures in accordance with regulations of law on construction (if any).

The investor that is the successful bidder for the land use right or for an investment project using land shall execute the investment project in accordance with the decision on approval for bidding result or decision on approval of investor selection result and regulations of law on investment, construction, and relevant regulations of law without having to obtain a decision on investment guidelines.

Following investment procedures on National Foreign Investment Information System:

  • Before following procedures for issuance or adjustment of the Investment Registration Certificate, the investor shall provide information about the investment project on National Foreign Investment Information System.

Within 15 days from the day on which information is provided, the investor shall submit an application for issuance or adjustment of the Investment Registration Certificate to the investment registration authority.

  • After the application is received by the investment registration authority, the investor shall be given an account to access National Foreign Investment Information System to monitor the application processing.
  • The investment registration authority shall use National Foreign Investment Information System to receive, process applications, and return results, update the processing, and issue project codes.
  • In case National Foreign Investment Information System is inaccessible, investment registration authority shall issue the Investment Registration Certificate under backup procedures below:
  • The investment registration authority shall receive the physical application and request the Ministry of Planning and Investment to issue a code to the investment project.

Within 02 days from the day on which the request is received, the Ministry of Planning and Investment shall issue the project code and notify the investment registration authority;

  • Within 05 days from the day on which the Investment Registration Certificate is issued under the backup procedures, the investment registration authority shall update information about the project on National Foreign Investment Information System.

Step 01: Register investment policy with the provincial People’s Committee or the Prime Minister:

The following project shall be decided by People’s Committees of Province for the investment policy:

  • Projects that use land allocated or leased out by the State without auction or bidding or transfer; projects that require changes of land purposes;
  • Projects that use technologies on the List of technologies restricted from transfer prescribed by regulations of law on technology transfers.

A project dossier consists of: (04 sets)

  • A written request for permission for execution of the investment project;
  • If the investor is an individual: A copy of the ID card or passport
  • If the investor is an organization: A copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor.
  • An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
  • Copies of any of the following documents:
  • Financial statements of the last two years of the investor;
  • Commitment of the parent company to provide financial support;
  • Commitment of a financial institutions to provide financial support;
  • Guarantee for investor’s financial capacity;
  • Description of investor’s financial capacity;
  • Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
  • Explanation for application of technologies to the project: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
  • The business cooperation contract (if the project is executed under a business cooperation contract).

The following project shall be decided by Prime Minister of Province for the investment policy:

  • The following projects regardless of capital sources:
  • Projects that require relocation of 10,000 people or more in highlands; 20,000 people or more in other areas;
  • Construction and operation of airports; air transport;
  • Construction and operation of national seaports;
  • Petroleum exploration, extraction, and refinery;
  • Betting and casino services;
  • Cigarette production;
  • Development of infrastructure of industrial parks, export-processing zones, and specialized sectors in economic zone;
  • Construction and operation of golf courses;
  • Projects not above but in which the investment is VND 5,000 billion or above;
  • Projects of investment of foreign investors in sea transport, provision of telecommunications services with network infrastructure; afforestation, publishing, journalism, establishment of wholly foreign-invested science and technology organizations or science and technology companies;
  • Other projects subject to issuance of decisions on investment policies by the Prime Minister as prescribed by law.

A project dossier consists of: (08 sets)

  • The documents as the project dossier for decision of People’s Committees of Province;
  • Land clearance and relocation plan (if any);
  • Preliminary assessment of environmental impacts and environmental protection measures;
  • Assessment of socio-economic effects of the project.

Agency for applying: Register office

Time for considering: From 30-45 days from the date of submission.

Step 02: Apply for an Investment Registration Certificate

In the following cases, investors shall carry out the procedures to apply for an Investment Registration Certificate:

  • Investment projects of foreign investors;
  • Investment projects of the business organizations such as:
  • 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership;
  • 51% of charter capital or more is held by the business organizations mentioned in Point a of this Clause;
  • 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause.

A project dossier consists of:

  • A written request for permission for execution of the investment project;
  • If the investor is an individual: A copy of the ID card or passport
  • If the investor is an organization: A copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor.
  • An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
  • Copies of any of the following documents:
  • Financial statements of the last two years of the investor;
  • Commitment of the parent company to provide financial support;
  • Commitment of a financial institutions to provide financial support;
  • Guarantee for investor’s financial capacity;
  • Description of investor’s financial capacity;
  • Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
  • Explanation for application of technologies to the project: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
  • The business cooperation contract (if the project is executed under a business cooperation contract).

Agency for applying: Register office

Time for considering: 

  • If the project is subject to issuance of a decision on investment policies:  within 05 – 10 working days from the receipt of the decision on investment policies.
  • If the project it not subject to issuance of a decision on investment policies: within 15 – 20 working days from the receipt of the decision on investment policies.

Step 03: Establishing enterprise and apply for Enterprise Registration Certificate

After bring granted Investment Registration Certificate, investors shall prepare dossiers for Enterprise Registration Certificate.

A project dossier consists of:

* For company limited:

  • Application form for enterprise registration
  • The company’s charter.
  • List of members
  • Legitimate copies of:

 

  • ID paper, passport or an equivalent document of the company’s owner if the company is owned by is an individual;
  • The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;
  • The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

* Đối với công ty Cổ phần

  • Application form for enterprise registration
  • The company’s charter.
  • list of founding shareholders and foreign shareholders. list of authorized representatives of foreign shareholders being organizations.
  • Legitimate copies of:
  • ID paper, passport or an equivalent document of the company’s owner if the company is owned by is an individual;
  • The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;
  • The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

Agency for applying: Register office

Time for considering: within 05 workig days from the date of submission.

Step 04: Announcing business registration information

After being granted the Certificate of Business registration, the enterprise must make an announcement on the National Business Registration Portal and pay the fee as prescribed.

The announcement shall contain the information on the Certificate of Business registration and the following information:

  • The business lines;
  • A list of founding shareholders and shareholders being foreign investors if the enterprise is a joint-stock company.

 Agency for applying: The department of posting announcement of the Enterprise Registration Agency

Step 05: Making Enterprise’s seal

After having the business registration certificate and having published the announcement of the establishment of the enterprise, the enterprise shall make a seal at one of the licensed seal making units. Enterprises shall decide by themselves the quantity and form of seals as the permission of law.

Step 06: Announcing about the seal of the enterprise on the National Business Registration Portal

After having the seal, enterprises shall publish a seal sample on the National Business Registration Portal and be granted 01 certificate of registration of the seal sample by the Planning and Investment Department

Agency for applying: The department of posting announcement of the Enterprise Registration Agency

Time for considering: within 03 working days from the date of submission.

 Language of application for investment registration

  1. The language of the application for investment registration, documents, and reports submitted to a competent authority shall be Vietnamese.
  2. If the application has a document in a foreign language, the investor must enclose a valid Vietnamese translation to such document.
  3. If a document in the application is written in both Vietnamese and a foreign language, the Vietnamese version shall be used to implement investment procedures.
  4. The investor is responsible for any discrepancy between the translation or copy and the original, and between the copy in Vietnamese version and foreign language version.

    LEGAL BASIS:

  • Law on investment 2014.
  • Law on enterprise 2014.
  • Decree No. 118/2015/ND-CP on guildlines for some articles of the Law on investment.
  • Decree No. 78/2015/NĐ-CP on enterprise registration.
  • Circular No. 16/2015/TT-BKHĐT on regulations on application forms for investment procedures and reporting forms on investment in Vietnam.
  • Circular No. 20/2015/TT-BKHĐT on guidance on business registration.
  • Circular No. 02/2019/TT-BKHĐT on amendment to the Circular No. 20/2015/TT-BKHĐT dated December 01, 2015 by the Ministry of Planning and Investment providing guidance on enterprise registration.

 

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