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What is an FDI enterprise? FDI enterprises are enterprises with direct/indirect investment capital in Vietnam. Including many diverse forms of investment such as establishing new economic organizations, contributing capital to existing businesses, or implementing investment projects under business cooperation contracts. This article will analyze in detail FDI enterprises, establishment conditions, procedures, and important notes for foreign investors.
FDI stands for “Foreign Direct Investment” and is a term commonly used in international economic activities. Therefore, it can be understood that FDI enterprises are enterprises with direct investment capital from foreign countries.
According to the provisions of Article 21 of the Law on Investment 2020, investment forms of FDI enterprises in Vietnam include:
To establish an FDI enterprise in Vietnam, it is necessary to fully converge the following factors:
First, established or partly owned by foreign investors.
Pursuant to Clause 19, Article 3 of the Law on Investment 2020, it can be understood that a foreign investor is an individual with foreign nationality or an organization established under foreign law conducting business investment activities in Vietnam.
Because FDI enterprises need direct investment capital from abroad, of course, if you want to establish an FDI enterprise in Vietnam, it needs to be done or have capital contribution owned by foreign investors.
Second, doing business in legal industries and professions in Vietnam.
To be allowed to operate in Vietnam, FDI enterprises are not allowed to do business in prohibited industries as prescribed in Clause 1, Article 6 of the Law on Investment 2020, specifically:
Third, carry out procedures for issuance and adjustment of Investment Registration Certificates.
According to Point c, Clause 1, Article 22 of the Law on Investment 2020, before establishing an economic organization, a foreign investor must have an investment project and carry out procedures for granting and adjusting the Investment Registration Certificate, except in cases where Establishment of 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.
Therefore, foreign investors who want to establish or contribute capital to FDI enterprises must carry out procedures for granting and adjusting Investment Registration Certificates, except for the establishment of small and medium-sized FDI enterprises that are innovative startups and have an innovative startup investment fund.
Fourth, register to establish a business
Submit the registration application to establish an FDI enterprise to the Business Registration Office under the Department of Planning and Investment where the head office is located.
Step 1: Prepare documents to apply for an investment certificate.
Profile includes:
Document requesting implementation of investment project of foreign investor.
Documents on legal status:
Proposed investment project.
Documents proving the investor’s financial capacity:
If the project does not request the State to allocate land, lease land or allow change of land use purpose, submit documents on land use rights/documents determining the right to use the project location (copy).
Explain the technology used in the project for projects subject to appraisal and solicitation of technological opinions according to regulations on technology transfer.
BCC business cooperation contract for investment projects in the form of a BCC contract.
Step 2: Submit application for investment certificate.
The investor submits the above documents to the investment registration agency. In case the project is implemented in 02 or more provincial administrative units, submit the application to the Department of Planning and Investment of a province/centrally run city where the project is implemented or where the office is expected to be located.
Step 3: The investment registration agency reviews the application and issues an investment registration certificate within 15 days from the date of receiving the investor’s valid application.
Step 4: Prepare documents and submit business registration documents.
Profile includes:
The application is submitted to the Department of Planning and Investment of the province where the foreign-invested company is headquartered.
Step 5: Issue business registration certificate.
Issue business registration certificate within 03 working days from the date of receiving valid documents.
Step 6: Proceed to disclose corporate information.
Step 7: Engraved seal.
Step 8: Open a direct investment capital account from abroad.
Step 9: Carry out other procedures after establishing the company.
After completing the above steps, investors contribute investment capital as committed and register digital signatures, request to issue electronic invoices, declare and pay taxes,…
For convenience and speed, investors can choose to invest in the form of contributing capital or buying shares in Vietnamese companies. Accordingly, the procedure is carried out as follows:
Step 1: Prepare documents to register to buy capital contributions, shares, and capital contributions from foreign investors:
Step 2: Register with the Department of Planning and Investment:
Step 3: Carry out procedures for changing members and shareholders at the business registration agency.
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.
>>> Reference: Procedures for establishing FDI enterprises in export processing zones.
At Long Phan, we provide comprehensive consulting services in establishing foreign invested (FDI) enterprises with quality and professionalism. Our services include:
Carrying out correct procedures for establishing FDI enterprises and complying with legal regulations is extremely important, helping investors ensure transparency and legal operations. We provide professional solutions, helping the business establishment process go smoothly and effectively. Please contact the hotline 0906735386 for detailed advice and best support from the Long Phan team of experts.
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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