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Foreigners who establish a company in Vietnam can take advantage of the dynamic business environment and strong development potential of the market. This not only helps expand investment opportunities but also increases profits thanks to Vietnam’s strategic location in the region. However, to establish a company, investors need to meet the conditions and procedures prescribed by law. Next, let’s learn about this topic with Long Phan through the following article.
Pursuant to the Law on Enterprise 2020 and Law on Investment 2020, it can be seen that when foreign investors want to establish an economic organization in Vietnam, they must carry out procedures for granting or adjusting the Investment Registration Certificate, except for some special cases such as establishing innovative start-up small and medium enterprises, and innovative start-up investment funds.
Foreign investors can choose to establish a partnership, limited liability company or joint stock company in Vietnam depending on their needs and business objectives, provided that they comply with investment procedures and relevant regulations of Vietnamese law.
Foreign investors establishing a company in Vietnam must meet the following conditions:
According to the provisions of Clause 23, Article 3, Article 23 of the Law on Investment 2020, investment capital of foreign investors must meet the following conditions:
According to the provisions of Clause 3, Article 44 and Article 45 of the Law on Enterprises 2020, foreigners establishing companies in Vietnam when choosing a business location need to pay attention to the following conditions:
Conditions when doing business in conditional industries and occupations include:
Thus, when businesses want to invest in conditional industries and occupations, they must comply with the requirements for licenses, certificates and administrative procedures according to the provisions of law. Conditional businesses must be posted on the National Business Registration Portal.
Pursuant to Article 65 and Article 66 of Decree 31/2021/ND-CP, foreigners establishing companies in Vietnam in the form of capital contribution, share purchase, or capital contribution will follow the following procedures:
Step 1: Register with the Department of Planning and Investment:
Prepare a set of registration documents to submit to the Department of Planning and Investment where the economic organization is headquartered. Records will include:
The Department of Planning and Investment will consider meeting investment conditions for foreign investors and notify investors. In case the conditions are not met, the Department of Planning and Investment shall notify the investor in writing and clearly state the reason.
Step 2: Carry out procedures for changing members and shareholders at the business registration agency according to the provisions of law on enterprises (for enterprises) and other laws (for economic organizations other than enterprises).
Note: Economic organizations are not required to carry out procedures for granting or adjusting Investment Registration Certificates or Investment Policy Decisions for investment projects implemented before the time foreign investors contributed capital, purchased shares or contributed capital.
In case a foreigner registers to establish a new business, he will go through the following steps:
Step 1: Prepare documents to apply for an Investment Certificate according to Clause 1, Article 33 of the Law on Investment 2020.
Documents include investment project proposals, documents on legal status, project proposals, proof of financial capacity, and documents related to land use rights, technology, and BCC contracts (if any).
Step 2: Submit application for Investment Certificate
Documents are submitted to the investment registration agency. If the project is implemented in multiple provinces, documents are submitted to the Department of Planning and Investment where the headquarters is located or where the project is implemented (Clause 1, Article 36 of Decree 31/2021/ND-CP).
Step 3: Issuance of Investment Registration Certificate
The investment registration agency reviews and issues the Investment Certificate within 15 days of receiving a valid application (Clause 3, Article 36, Decree 31/2021/ND-CP).
Step 4: Apply for a Business Registration Certificate
After obtaining the Investment Certificate, the investor continues to carry out procedures for issuance of the Business Registration Certificate, submitting documents according to Chapter IV of Decree 01/2021/ND-CP, including the application, company charter, list of members, and personal and organizational documents.
Step 5: Disclosure of business information.
Step 6: Enterprises publish information after being granted a Business Registration Certificate and engrave their seal immediately afterward.
Step 7: Open a direct investment capital account from abroad.
Enterprises open direct investment capital accounts at banks with legal foreign currency transaction functions.
Step 8: Complete post-establishment procedures.
Subsequent procedures include capital contribution, digital signature registration, electronic invoice issuance and tax declaration.
After foreigners establish a company in Vietnam, some of the following procedures should be noted:
Conditions for foreigners to establish a company in Vietnam not only open up vast business opportunities but also require you to comply with strict regulations to ensure smooth investment activities.
With Long Phan’s consulting services, you will receive comprehensive support from A-Z, including:
Long Phan is committed to providing professional consulting services, helping you quickly establish and operate a company in Vietnam. For detailed advice, please contact the hotline 0906735386.
Note: The content of the articles published on the website of Long Phan Investment Consulting Company is for reference only regarding the application of legal policies. Depending on the time, subject, and amendments, supplements, and replacements of legal policies and legal documents, the consulting content may no longer be appropriate for the situation you are facing or need legal advice on. In case you need specific and in-depth advice according to each case or incident, please contact us through the methods below. With our enthusiasm and dedication, we believe that Long Phan will be a reliable solution provider for our clients.
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