Foreign investors are entitled to form a Foreign Invested Company under either of a 100% Foreign Capital Company or a Joint Venture. To establish an enterprise, foreign investors must obtain an investment certificate (license – or called IRC) and carry out a company registration process.
Read more: Legal guide for company formation in Vietnam
Requirements for company registration
– Have a registered Vietnam’s office address and business location
– Appoint at least one resident legal representative.
– Obtain approval for a foreign investment registration certificate (IRC), enterprise registration certificate (ERC), and other sub-licenses (if any)
Obtain an investment certificate (license) (IRC)
Obtaining an investment certificate (license), also called IRC (Investment Registration Certificate), is mandatory for foreign investors to carry out their investment project prior to opening a company in Vietnam.
Dossiers of application for Investment Registration Certificate require:
– Proposal document for implementation of investment project
– Certified copy of passport of foreign investor.
– Bank deed of foreign investors.
– Location Contract (renting house / office) to conduct investment project.
– Profile of capacity and experience of foreign investors.
According to Artical 36 of the Vietnam Investment Law, all companies with 100% foreign capital and local company with more than 51% capital is held by foreign investors must be granted an investment license by the Ministry of Planning and Investment; or by Industrial zone, export processing zone, high-tech zone or economic zone. This process often takes 15 working days from the submitted date of a legitimate application file.
Obtain a company registration certificate
After receiving an investment certificate, foreign investors are required to carry out the company registration process at Department of Industry and Trade of provinces/cities. The business certificate, or enterprise registration certificate (ERC), is granted within 3 working days. But in practice, obtaining the business registration certificate can take more time, from 7 to 10 working days.
According to Vietnam Law on Enterprise 2014, dossiers of application for an Enterprise Registration Certificate require:
– An application for enterprise registration, made according to a form corresponding to each type of company
– Copy of Investment Registration Certificate (for foreign investor)
– Certified copy of the ID card/passport (still validated) of the legal representative of the company
– List of members for two-member limited liability companies; shareholders for joint stock companies
– Company’s chater
– Power of attorney of the company’s legal representative for applicants
Post-licensing procedure after open company are registed as obtaining company stamps, opening bank account, and initial tax registration.
Notices of foreign company registration
– Foreign investors have to check out the WTO Commitment and specialised law to ensure that their sharholding ratio in their company is allowed or not (based on the business line they are tending to invest)
– Foreign documents must be consular legalized and translated into Vietnamese with certification.
– For the specialised business line, after being granted licensce by the Department of Planning and Investment, they must be registered at the Industry and Trade Departments or other state authorities in order to operate.
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