Foreign companies establishing a subsidiary in Vietnam: Instructions

Establishing a subsidiary in Vietnam is a promising strategy for foreign companies looking to expand their operations and access this growing market. However, the process and procedures are quite complicated and meet certain conditions according to Vietnamese law. This article will provide detailed instructions on the conditions, documents, procedures and issues to keep in mind when a foreign company wants to establish a subsidiary in Vietnam.

Conditions for foreign companies to establish subsidiaries in Vietnam

Pursuant to Article 22 of the Law on Investment 2020, foreign companies establishing a subsidiary in Vietnam need to meet the following conditions:

• Foreign companies establish companies according to the provisions of enterprise law and laws corresponding to each type of company;
• Meet market access conditions for foreign investors as prescribed in Article 9 of the Law on Investment 2020;
• Must have an investment registration certificate, except in the case of establishing innovative small and medium-sized start-up enterprises and creative start-up investment funds according to the provisions of law on supporting small and medium-sized enterprises.

Documents to establish a subsidiary in Vietnam

Documents to establish a subsidiary in Vietnam include two main parts:

• Application for Investment Registration Certificate: This is a mandatory procedure for foreign investors before establishing a subsidiary.
• Business registration dossier: This dossier is submitted after the investor is granted an Investment Registration Certificate.

Application for issuance of Investment Registration Certificate

To apply for an investment registration certificate, you need to prepare documents including:

• Document requesting implementation of investment project;
• Documents on the investor’s legal status;
• Documents proving the investor’s financial capacity;
• Proposing investment projects;
• Copies of land use rights documents or other documents determining the right to use the location to carry out the investment project;
• Explanation content about technology used in investment projects for projects subject to appraisal and consultation on technology;
• Other documents related to the investment project, conditions and capacity requirements of the investor according to the provisions of law (if any);
• Authorization document and personal legal documents of the person authorized to submit the application (if any).

Business registration documents

Dossier to apply for a Business Registration Certificate includes:

• Application for business registration;
• Company charter;
• List of members (if establishing a partnership or limited liability company) or list of founding shareholders (if establishing a joint stock company);
• Certified copies of personal legal documents of the legal representative, founding members or shareholders; Legal documents of the organization for members/shareholders who are organizations;
• Investment registration certificate;
• Legal documents of the individual for the authorized representative;
• Other documents depend on each specific case.

Note: For members and shareholders who are foreign organizations, copies of the organization’s legal documents must be consular legalized.

The procedures after establishing a subsidiary in Vietnam

The procedures after establishing a subsidiary in Vietnam include two main stages:

Procedures for issuance of Investment Registration Certificate

Step 1: Submit documents to the competent state agency

• In case the subsidiary’s headquarters is intended to be located in an industrial park, export processing zone, high-tech zone or economic zone, the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones is the competent authority to issue the Investment Registration Certificate.
• In case the headquarters of a subsidiary is located outside an industrial park, export processing zone, high-tech park, or economic zone, the competent agency is the Department of Planning and Investment where the company intends to locate its headquarters.

Step 2: The investment registration agency issues the Investment Registration Certificate.

The investment registration agency issues the Investment Registration Certificate to the investor within 15 days from the date of receipt of valid documents.

Procedures for issuance of Business Registration Certificate

Step 1: Submit application:

• Submit the application at the Business Registration Office where the company’s headquarters is located.
• After receiving the business registration application, the Business Registration Office issues a Receipt of receipt of the application to the applicant.

Step 2: Process documents and issue business registration certificate:

• After giving the Receipt of receipt of the application, the Business Registration Office fully and accurately enters the information in the business registration application, checks the validity of the application and downloads the digitized documents in the business registration application into the National Information System for business registration.
• The Business Registration Office issues the Business Registration Certificate within 03 working days from the date of receipt of valid documents.

The procedures after establishing a subsidiary

After establishing a subsidiary, the company needs to pay attention to the following procedures:

• Announcement of business registration contents;
• Engraved seal;
• Hang company signs;
• Open a bank account;
• Submit initial tax return.

>>> See more: Things to Do After Establishing a Business.

Consulting services and guidance for foreign companies to establish subsidiaries in Vietnam

Long Phan provides comprehensive consulting and guidance services for foreign companies wishing to establish subsidiaries in Vietnam. We will support customers throughout the implementation process, from the stage of preparing documents until the subsidiary officially comes into operation. Our Services include:

• Consulting on conditions for foreign companies to establish subsidiaries;
• Consulting on choosing appropriate investment forms;
• Consulting on market access conditions;
• Consulting and guiding documents and procedures for applying for investment registration certificate;
• Consulting and guiding documents and procedures for applying for a business registration certificate;
• Consulting on procedures after establishing a company;
• Representing customers to carry out procedures for establishing a subsidiary;
• Consulting on effective management and operations mechanisms for the company;
• Consulting and answering other related issues.

Foreign companies establishing a subsidiary in Vietnam is an important strategic decision, bringing many opportunities for foreign businesses. However, for this process to go smoothly and effectively, customers should carefully study the legal regulations and prepare complete documents and procedures. Long Phan is always ready to accompany and support customers on their path to conquering the Vietnamese market. Contact the hotline now: 0906735386 for the best advice and support!