In the context of globalization and deep international economic integration today, investment cooperation between countries is becoming more common and important. Capturing that trend, we at Minta Legal are proud to provide professional, fast, and reliable services for establishing companies with foreign investment, helping foreign investors easily conduct business activities in Vietnam. Let’s learn about our services!

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Forms of establishing companies with foreign investment in Vietnam

Currently, there are two main forms of establishing companies with foreign investment in Vietnam that we often encounter:

Establishing a company with foreign investment in the form of investors contributing capital from the beginning

In this case, foreign investors will contribute capital right from the establishment of a new company in Vietnam. This means they will participate in the investment and management of the company from the very first steps.

Establishing a company with foreign investment in the form of capital contribution or share purchase

This form allows foreign investors to contribute capital or buy shares in an already operating company in Vietnam. In this way, they can become shareholders or capital contributing members of that company.

Conditions for establishing a company/enterprise with foreign investment capital

Conditions for the case of foreign investors contributing capital from the beginning

  • Foreign investors must have legal entity status or be individuals with full civil act capacity according to the provisions of the law of their home country.
  • Have sufficient financial capacity to implement the investment project.
  • Have a head office or legal contact address in Vietnam.
  • Not be in the category prohibited from investing under the provisions of Vietnamese law.

Conditions for the case of foreign investors buying capital contributions or shares

  • Meet similar conditions as in the case of contributing capital from the beginning.
  • Must comply with the provisions of the law on the transfer of capital contributions and shares.

Conditions on the entity status and nationality of foreign investors

Foreign investors can be individuals or organizations legally established and operating abroad or international organizations.

Conditions on financial capacity

Foreign investors must prove that they have sufficient financial capacity to implement the investment project as prescribed by law.

Conditions on company headquarters

Companies with foreign investment must have their head office in Vietnam and a legal contact address.

Conditions on experience and capacity

Depending on the investment field, foreign investors may have to prove that they have sufficient experience and expertise to implement the project.

Procedures for establishing a company with foreign investment capital

Procedures for establishing a company with foreign investment when investors contribute capital from the beginning

Step 1: Prepare dossier to apply for Investment Registration Certificate

The dossier includes:

  • Written request for project implementation (according to prescribed form)
  • Investment project (original and copy)
  • Report on investor’s financial capacity (original and copy)
  • Documents proving the legal status of foreign investors (original and copy)
  • Documents proving the company’s head office (original and copy)
  • Documents proving the location of the investment project (original and copy)
  • Contract for renting house, office or borrowing contract and land/house documents of rented land/house, office (original and copy)
  • List of members of the Board of Directors, Board of Management (according to prescribed form)
  • Operating regulations of the Board of Directors (according to prescribed form)
  • Company charter (original and copy)
  • Power of attorney for legal representative (if any)
  • Other documents as prescribed by law

Step 2: Submit dossier to apply for Investment Registration Certificate

We submit the relevant documents to the Department of Planning and Investment on your behalf.

Step 3: Issuance of Investment Registration Certificate

After completing the appraisal procedures, the Department of Planning and Investment will issue an Investment Registration Certificate to foreign investors.

Step 4: Establish the company

We will carry out the procedures to establish the company for you at the Department of Planning and Investment of the province or city where the company’s head office is located.

The dossier includes:

  • Application for enterprise registration (according to prescribed form)
  • Company charter (original and copy)
  • List of founding members/List of founding shareholders and foreign investors (according to prescribed form)
  • Power of attorney for legal representative (if any)
  • Other documents as prescribed by law

Step 5: Complete procedures after company establishment

After being granted the Enterprise Registration Certificate, we carry out the following post-establishment procedures for you:

  • Hang signage at the company’s head office
  • Register digital signature
  • Request issuance of electronic invoices
  • Report on the implementation of the project as prescribed in the Investment Registration Certificate
  • Declare and pay taxes

Procedures for establishing a company with foreign investment in the form of capital contribution or share purchase

Step 1: Prepare dossier

Dossier requesting the issuance of an Investment Registration Certificate:

  • Written request for issuance of Investment Registration Certificate according to the form prescribed in Appendix I issued together with Decree No. 31/2015/ND-CP dated May 15, 2015 of the Government.
  • Copy of the Business Registration Certificate of the foreign investor being an organization.
  • Copy of Power of Attorney and Power of Attorney for legal representative (if any).
  • Copy of documents proving the legal status of foreign investors being individuals.
  • Documents proving the financial capacity of foreign investors.
  • Investment project report.
  • Company establishment contract (copy).
  • Company charter (copy).
  • List of founding members/founding shareholders (copy).
  • Decision of competent state agency on company establishment (if any).
  • Other documents as prescribed by law.

Dossier for enterprise registration:

  • Application for enterprise registration according to the form prescribed in Decree No. 43/2022/ND-CP.
  • Company charter.
  • List of founding members/founding shareholders.
  • Documents proving the company’s head office.
  • Documents proving the capital contribution of founding members/founding shareholders.
  • Documents proving the financial capacity of founding members/founding shareholders being organizations (if any).
  • Documents proving the legal entity status of founding members/founding shareholders being organizations (if any).
  • Documents proving land use rights (if any).
  • Other documents as prescribed by law.

Step 2: Submit dossier

Minta Legal will submit the dossier on your behalf at the Department of Planning and Investment of the province or city where the head office of the company to be established is located.

Step 3: Appraise dossier

The Department of Planning and Investment appraises the dossier within 15 working days from the date of receipt of a valid dossier.

Step 4: Issue Investment Registration Certificate

If the dossier is valid, the Department of Planning and Investment issues an Investment Registration Certificate to foreign investors.

Step 5: Establish company

Within 30 days from the date of being granted the Investment Registration Certificate, we carry out the procedures for enterprise registration for you as prescribed in Decree No. 43/2022/ND-CP.

How much is the total cost?

The total cost for establishing a company with foreign investment at Minta Legal will depend on many factors such as the form of establishment, investment capital scale, field of activity, and specific requirements of customers. However, we commit to providing a specific and transparent price list right from the start, ensuring there are no unexpected additional costs.

How long does it take?

The time to carry out procedures for establishing a company with foreign investment will also vary depending on the form of establishment and the status of the client’s dossier. However, with a team of experienced lawyers and specialists, we are committed to completing the procedures as quickly and efficiently as possible, usually within 10-15 working days from the receipt of a complete and valid dossier.

Which agency receives the dossier?

The agency that receives the dossier for establishing a company with foreign investment is the Department of Planning and Investment of the province or city where the company’s head office is expected to be located.

What will we do for you?

With the full service of establishing a company with foreign investment, Minta Legal will take on the entire process from start to finish, including:

  • Consulting and guiding on related procedures and regulations.
  • Drafting and preparing complete legal dossiers.
  • Representing clients to submit dossiers and work with state agencies.
  • Carrying out procedures for business registration, tax registration, seals, etc.
  • Supporting the establishment of governing bodies such as the Board of Directors, Board of Management.
  • Providing post-inspection services and post-establishment consulting.

Legal bases

The main legal bases related to the establishment of companies with foreign investment in Vietnam include:

  • Investment Law 2020
  • Enterprise Law 2020
  • Decree 31/2021/ND-CP guiding the Investment Law
  • Decree 01/2021/ND-CP guiding the Enterprise Law
  • Circular 03/2021/TT-BKHDT guiding investment procedures
  • Other relevant legal documents

Why choose Minta Legal’s service for establishing companies with foreign investment?

Here are the highlights of Minta Legal’s service:

  • A team of experienced lawyers and experts with high expertise in the field of investment and enterprise establishment.
  • Professional and transparent implementation process, ensuring compliance with legal regulations.
  • Full package service, saving time and effort for customers.
  • Commitment to clear quality, implementation time and costs.
  • Dedicated and attentive support from a professional staff.
  • Prestige and long-term experience in the field of legal consulting and business establishment services.

Conclusion

This is an article about the service of establishing a company with foreign investment by Minta Legal, which has been compiled and reviewed by our team of lawyers. We hope this article will provide you with the necessary information. If after reading the article you still have any questions, please call/zalo us for the best advice and support. Sincerely!

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