Establishment of economic organizations with 100% foreign investment capital is the investment trend of foreign investors who want to take full control of a business. In addition to administrative procedures when investing and registering business, investors also pay a lot of attention to human resource, financial and cultural issues. Follow Long Phan’s article below to understand more about these issues when investing in Vietnam.

Conditions for establishing an economic organization with 100% foreign investment capital

Pursuant to Clauses 2 and 3, Article 9, Point c, Clause 1, Article 22 of the Law on Investment 2020 stipulates:

• First, foreign investors establishing economic organizations must meet market access conditions for foreign investors. Specifically, it is necessary to consider industries that limit foreign investors, including: Industries and occupations that do not have market access and industries and occupations that have conditional market access.
• Second, before establishing an economic organization, foreign investors must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except in the case of establishing small and medium-sized enterprises. creative start-ups and creative start-up investment funds according to the provisions of law on supporting small and medium-sized enterprises.

Components of documents to establish an economic organization with 100% foreign investment capital

Depending on the industry in which the investor wants to establish an economic organization, different types of documents will be required. Pursuant to Article 19, Article 20, Article 21 and Article 22 of the Law on Enterprises 2020, the basic documents that need to be prepared before establishing a 100% foreign-invested economic organization are as follows:

1. Document requesting implementation of investment project, including commitment to bear all costs and risks if the project is not approved.
2. Documents on the investor’s legal status.
3. Documents proving the investor’s financial capacity.
4. Proposed investment project. In cases where the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal.
5. In case the investment project does not request the State to allocate land, lease land, or allow change of land use purpose, submit a copy of land use rights documents or other documents determining the right to use the location for implementation. current investment project.
6. Explanation about technology used in investment projects for projects subject to appraisal and consultation on technology according to the provisions of law on technology transfer.
7. BCC contract for investment projects in the form of BCC contract.
8. Other documents related to the investment project, conditions and capacity requirements of the investor according to the provisions of law (if any).
9. Application for business registration
10. Company charter with 100% foreign capital
11. List of members/ List of founding shareholders and shareholders who are foreign investors
12. Copy:

• Citizen identification card or Identity card or Passport of individual members;
• Establishment decision, Business registration certificate of the organization and authorization document; Legal personal identification documents of the authorized representative of the organizational member
• Business registration certificate or equivalent document must be consularly legalized for organizational members
• Investment registration certificate for foreign investors.

Procedures for establishing economic organizations with 100% foreign investment capital

Competent authority

According to Clause 2, Article 32, Clause 2, Article 39 of the Law on Investment 20200 (amended and supplemented in 2022), the competent agency to receive documents to establish economic organizations with 100% foreign investment capital is:

• If the company is headquartered in an industrial park, it is the Industrial Park Management Board.
• If the company is headquartered outside the industrial park, it is the Department of Foreign Economic Relations – Provincial Department of Planning and Investment.

Implementation steps

Pursuant to Clause 1, Article 33, Article 34, Article 35, Article 36 of the Law on Investment 2020, Article 27 of the Law on Enterprise  2020, the procedure for establishing an economic organization with 100% foreign investment capital is as follows:

Step 1:

Steps to request approval of investment policy will include:

1. Submit application for investment policy approval. In some cases, investors must register their investment policies under the authority of the National Assembly, the Prime Minister or the Provincial People’s Committee before applying for an Investment Registration Certificate.
2. Competent agencies approve the investment policy according to the provisions of the Law on Investment 2020 (amended and supplemented 2022).

Step 2:

Apply for an Investment Registration Certificate.

1. Submit a set of application documents for an Investment Registration Certificate to the investment registration agency
2. The investment registration agency issues an Investment Registration Certificate to the investor within 15 days from the date of receipt of valid documents when the project meets the following conditions:

• Not belonging to industries or occupations banned from business investment according to the provisions of the Investment Law and international treaties on investment;
• Have a location for implementing the investment project determined on the basis of a valid copy of documents on land use rights or a valid copy of the location lease agreement or other documents or documents determining the right to use the location to implement investment projects;
• The investment project is in accordance with the planning
• Meet the conditions for investment rate per land area prescribed by the Provincial People’s Committee based on actual local conditions and approved by the Standing Committee of the Provincial People’s Council (if any), quantity labor used (if any);
• Meet market access conditions for foreign investors.

Step 3:

Apply for a certificate of registration to establish a company with 100% foreign capital.

1. After obtaining the Investment Registration Certificate, investors need to prepare documents to establish a company with 100% foreign capital.
2. Submit application to the Department of Planning and Investment (Business Registration Office). The results of the application will be available after 5 – 7 working days from the date of receipt of complete and valid documents.
3. Announcing the business registration content and making the company’s seal.

Support services for establishing economic organizations with 100% foreign investment capital

Establishing a 100% foreign-invested economic organization can cause confusion for foreign investors when deciding to invest and do business in Vietnam. At Long Phan, we are confident with our services to support you in establishing 100% foreign investment capital economic organizations, including:

• Detailed consulting on the process and procedures for establishing economic organizations with 100% foreign investment capital;
• Guide and support the preparation of complete and accurate documents for the registration of establishment of economic organizations with 100% foreign investment capital;
• Representative submits documents and monitors the processing process when submitting documents to register to establish an economic organization with 100% foreign investment capital;
• Answering questions related to registering to establish a 100% foreign investment capital economic organization.
• Receive results and deliver to customers.
• Support in solving problems that arise after the establishment of 100% foreign investment capital economic organizations

In the process of exploring the establishment of a 100% foreign investment capital economic organization, if you need detailed support or advice on this activity, please contact the hotline. 0906735386. Long Phan is ready to assist customers in completing procedures quickly and in accordance with the law.