Conditions to Open a Company in Vietnam as Non-Vietnamese Residents

When foreigners or foreign organizations want to invest and open a company in Vietnam, which do they need to pay attention? And what are the notices for foreign investors in Vietnam when establishing a foreign-invested company in this country?

Open a company in Vietnam

According to international credit rating organization- Fitch, Vietnam is ranked as one of the fastest growing countries in Southeast Asia.  Vietnam is also integrating strongly by signing many free trade agreements, such as WTO Commitments, the Trans-Pacific Partnership Agreement (TPP) and the ASEAN Economic Community (AEC).

The second advantage is about the population with more than 95 million people and the economy is on the rise; the foreign direct investment – FDI in Vietnam has been constantly increasing. Therefore, foreign investors pouring capital into establishing companies in Vietnam are hot and growing continuously in the past 10 years, big corporations like Samsung, Toyota, Shiseido, Triumph … together with the leading companies in Vietnam which are selling capital to investors like Nguyenkim are also heating up the market every day.

Pursuant to Law

Law on Enterprises 2014

Law on Investment 2014

WTO Commitments

Who is entitled to establish a foreign-owned company in Vietnam?

Organizations, companies (operating of 1 year and over) or foreign individuals who want to invest in the form of establishing companies (Joint Stock Company, Joint Ventures, Limited Liability Company with single shareholder or two and over shareholders in Vietnam.

Which documents do I need for Company Registration Records?

1. A writing request for issuance of an investment certificate according to Form I-3. Investors refer to instructions on how to write the documents in Appendix IV-1 of Decision 1088/2006 / QD-BKH October 19, 2006, of the Ministry of Planning and Investment).
2. Report on the financial capability of the investor which is established and responsible by the investor-self. The content of the report must clearly indicate the investment capital that investors use to invest and the investor has sufficient financial capacity to implement the project.

Investors can submit:

Confirmations of the bank account balance (for individual investors)

Financial statements (for investors being legal entities)

3. The draft charter of the company corresponds to each type of business entities (single shareholder Limited Liability Company, two holdings and over limited liability company, Joint Stock company). The draft charter of the company must have all signatures:

For limited companies: Legal representative, company owner, members or authorized representatives.

For joint stock companies: Legal representatives, founding shareholders or authorized representatives of founding shareholders.

The content of the charter must be complete in accordance with Article 22 of the Enterprise Law

4. List of members corresponding to each type of business entities (Form I-8 or I-9 of Decision 1088/2006 / QD-BKH dated September 21, 2006, or Form II-4 of Circular 14/2010 / TT-BKH on June 4, 2010, of the Ministry of Planning and Investment).
5. Documents certifying the legal status of the Investor:

For individual investors:

A valid copy of one of the personal identification papers: Identity card, passport or other valid personal identification papers (Article 24 of Decree43 / 2010 / ND-CP dated 15 / April 2010 by the Government)

For investors being legal entities:

Applicable to dossiers of the establishment of limited liability companies with 2 or more members, joint stock companies and partnerships: Valid copies of establishment decisions, business registration certificates or other equivalent papers.

Applicable to application file for the establishment of one member limited liability Company: Valid copy of Establishment Decision, Business Registration Certificate or other equivalent documents, Charter or other equivalent documents of the company owner (unless the company owner is the State).

For documents of foreign organizations, the above documents must be legalized by the consulate (notarized or certified by the issuing authority not more than 3 months before the filing date).

6. Authorization decision/authorization document of the investor for the authorized person in case the investor is an organization and a valid copy (notarized copy) of one of the personal identification documents of the authorized representative.
7. Joint venture contract for investment form establishes a joint venture between domestic investors and foreign investors (Refer to Article 54 of Decree 108/2006 / ND-CP dated September 22 / 2006).
8. In case an investment project uses state capital, there must be a written approval of the use of state capital for investment by a competent agency.

In addition, investors must provide:

1 / Documents evidences the right to use legally the enterprise’s office (the residential/ office lease agreement or renting a house/office of an organization having a function to lease house/office legally)

2 / Portfolio of investors

Processing time for registration record of foreign capital companies

Number of submitted records: 04 sets of documents (in which 01 original sets, by Vietnamese or Vietnamese and a commonly used foreign language), are bound into volumes

Time to consider and issue Investment Certificate from the date of receiving of a complete and valid dossier: 15 working days.

Time to register and issue Tax Registration Certificate (Tax Code) is 05 working days from the date of issuance of Investment Certificate.

Duration for getting a company seal is 04 working days from submitting the file (after obtaining the Investment Certificate).

Conditions to Open a Company in Vietnam as Non-Vietnamese Residents

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