The establishment of a company with foreign investment is defined in accordance with the Law on Enterprises and the Law on Investments, which means a company established by a foreign investor to carry out investment activities in Vietnam or a Vietnamese enterprise by foreign investors buying shares, Mergers and Acquisitions.
A foreign capital company, defined under the Law on Enterprises and the Law on Investments, means a company established by a foreign investor to carry out investment activities in Vietnam, or a Vietnamese enterprise established by a foreign investor. Foreign investors buy shares, mergers , buyouts... Foreign investors can directly invest in Vietnam by contributing one hundred percent (100%) of foreign investors' capital, establishing joint ventures between domestic and foreign investors or investment in the form of a contract: BCC, BO, BTO, BT. ...
Establish a company with foreign capital under the Investment Law 2020 → What should Expat pay most attention to? Basic conditions, form of establishment ☛ Limited Liability Company or joint stock company, processes, necessary procedures for foreign investors when starting a business in Vietnam...
· Reliability: When registering a company in Vietnam, investors (or company owners) and third parties of that company must present a clear picture and understanding of the business to the government. Registering a company in Vietnam allows third parties to verify the company's status on various matters such as the company's profile, financial situation, list of shareholders, directors and more. As a result, parties such as the company's partners, investors, banks or private lenders consider the company trustworthy.
· Confidentiality: A company is a legal entity established a long time ago. The company usually operates until the owners are no longer in business and then is liquidated. All day-to-day management of the company is usually done by a company director appointed by the shareholders. Some of the advantages of setting up a company are protection of your brand/company name, your personal responsibility for financial losses and the ability to obtain a proper visa to live in Vietnam.
· Thanks to foreign direct investment (FDI) and the strong expansion of the private sector, Vietnam is one of the fastest growing Asian economies with a high GDP growth rate.
· Located in the heart of the Association of Southeast Asian Nations (ASEAN), Vietnam is quite strategically located in terms of market access. In addition, Vietnam has a long coastline and is close to the world's major shipping lanes.
· Vietnam is opening up to the world economy. It is a member of ASEAN, the ASEAN Free Trade Area (AFTA) and the World Trade Organization (WTO). It also has more than 60 double taxation agreements.
· Vietnam's population is young, skilled and large. The literacy rate exceeds 90%.
· Vietnam has a stable state and social structure, which makes it an ideal place for investment.
#1. What industry is expected to do business in Vietnam?
#2. Where is the Vietnam headquarters located? (Hanoi, Ho Chi Minh City, Da Nang...)
#3. What is the investor’s nationality?
#4. Authorized capital Establishing a company with foreign capital?
5. Invest as an individual or enterprise/organization in Vietnam?
è There are many changes in investment procedures in Vietnam, especially in 2022, and "Setting up a foreign investment company in Vietnam," here are 8 key issues to consider.
ADVICE FROM A LAWYER
Understand and follow
(i) The essence of establishing a foreign company is the "CONCEPT" of the investor from the beginning.
(ii) Investing in Vietnam, are they approaching quickly or slowly?
☝ QUICK ACCESS: Investors will prepare capital, investment areas (ideas), personnel and headquarters location ==> IMMEDIATELY CONTACT A PRESTIGE LAW CONSULTANT.
GRADUAL ACCESS: Ask or invest, “OPEN REP OFFICE’’ then determine whether or not to invest based on results.
IN EITHER CASE, INVESTORS SHOULD READ TO UNDERSTAND AND FIND THE RIGHT DIRECTION (BECAUSE THESE ARE LEGAL AND PRACTICAL RULES)
WHAT DO YOU STUDY? PREPARATION OF INVESTMENT LINES, CAPITAL, AND PLACEMENT IN ORDER
(i) STUDY THE LEGAL REGULATION
(ii) SEARCH FOR THE TYPE OF INVESTMENT
(iii) SEARCH FOR A TIME TO COMPLETE THE PROJECT DOCUMENTATION.
(IV) STUDY THE CONSULTANT’S EXPERIENCE
When a foreign investor enters Vietnam to invest in a project, he/she must follow the procedures to apply for an Investment Registration Certificate. However, before completing the procedures to apply for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the Provincial People's Committee (The first process in setting up a foreign capital company)
☑ Application for registration of the establishment of a company with foreign investment
Individuals and legal entities can use the following legal documents to form a foreign investment company in Vietnam:
☑ An individual is a foreign investor
There are 3 kinds of important records for individuals
# Passport
# Head office lease agreement
# Confirm a bank with the same amount of capital as the investment share capital in Vietnam.
☑ Organization is a foreign investor
There are 5 types of records for organizations:
# Business registration certificate
# Operating charter of a foreign company (mergers and acquisitions)
→ Note. These two documents must be legalized at the consulate when returning to Vietnam for use.
# Profitable financial statements or bank confirmation equal to the amount of money intended for investment in Vietnam.
# Headquarters lease agreement in Vietnam
# Decision to appoint a legal representative of companies in Vietnam.
Above are the basic conditions for establishing a company with foreign participants.
☑ Time for setting up a company with foreign capital
For investment projects not subject to investment policy decision: 15-20 working days from receipt of complete dossier.
For investment projects subject to investment policy decision: 05 - 10 working days from receipt of investment policy decision
NOTE
☻ APPLICATION FOR THIS PROJECT POLICY IS ONLY FOR OTHER PROVINCES AND CITIES (EXCEPT FOR HO CHI MINH CITY AND HANOI DOES NOT APPLY)
☻ INVESTMENT LAW 2020, REQUIRES CONSULTATION WITH THE MINISTRY OF DEFENCE ON THE LOCATION OF THE COMPANY'S HEADQUARTERS (EXCEPT FOR THE FOREIGN INVESTOR'S OFFICE BUILDING)
Business registration application form.
Company Rules.
List of founding shareholders and foreign investor shareholders (list of authorized representatives, if any)
Copies of the following documents:
Passports or other legal identity documents of participants who are individuals.
Enterprise Registration Certificate (ERC)
For a member who is a foreign entity, a copy of the Certificate of Business Registration or equivalent document must be legalized at the consulate.
This step is very important in order to obtain the green paper (IRC) INVESTMENT CERTIFICATE (WHITE PAPER)
After receiving the political decision of the Provincial People's Committee, proceed to register the establishment of the company.
This step includes REGISTRATION OF THE YELLOW BUSINESS CERTIFICATE (ERC)
An ERC application has a 5-day deadline.
After receiving a Certificate of Business Registration, a company must make a public announcement on the national business registration portal in accordance with the rules and pay the required fees.
The content to be announced includes the contents of the Certificate of Business Registration and the following information:
☑ Line of Business.
☑ List of Founding Shareholders and Foreign Investor Shareholders of Joint Stock Companies.
Implementing Agency: Business Registration Authority Reporting Unit
After obtaining the Certificate of Business Registration and posting the business incorporation application. The business engraves the seals at one of the licensed seal engraving sites. Enterprises determine the number and form of seals themselves, within the limits allowed by law.
1. Declaring and Paying License Fees Declare
The license fee once at the beginning of the business activity by the fee payer, no later than the last day of the month of the beginning of the business activity.
In case the levy payer has just set up a business but has not yet commenced production and operation, he/she must declare the license fee within 30 days from the date of the business registration certificate or date of issue of the license fee obtain investment registration and tax registration.
The deadline for payment of the license fee when starting a business is the last day of the deadline for filing the fee declaration file.
The license fee declaration file is the license fee declaration.
After coming into operation, the company shall pay the license fee annually by January 30 of each year.
2. Notification on the application of the method of calculation of Value Added Tax (VAT) (Form 06/GTGT)
(Note on Form 06/GTGT dated May 11, 2017. Businesses are not required to file Form 06/GTGT to register and change their VAT calculation method. This is one of the provisions of Circular No. 93/2017 /TT-BTC dated 19.09.2017 of the Ministry of Finance).
There are two VAT calculation methods: the deduction method (using VAT invoices) and the direct method (using sale invoices).
To apply the deduction method, the company notifies the tax authority on Form 06/GTGT; the deadline for submitting Form 06/GTGT is before the deadline for filing the first tax return.
Form 06/GTGT.
3. Notification of use of tax authority services (if any)
Taxpayers who perform tax procedures through tax agents must notify the direct management authority in writing, attaching a certified photocopy of the taxpayer's service agreement, within 05 business days before the tax agent performs tax procedures for the first time as specified in the agreement.
4. Register for a personal tax code
When paying wages to employees, businesses must deduct personal income tax and offer each employee a tax code (if employees do not have a tax code). Individuals who receive wage or salary income authorize the income unit to perform tax filing and dependent filing procedures with the Internal revenue service (IRS).
5. Register with the tax authorities for electronic transactions.
Because Ho Chi Minh City has all the necessary infrastructure for information technology, firms based there must file their taxes online and pay them electronically.
With a publicly available digital signature, a business registers for online filing of tax return and electronic tax payment at: http://nhantokhai.gdt.gov.vn/
Provisions on capital accounts for foreign investors are spelled out in State Bank Circular 05/2014/TT-NHNN dated 03.12.2014 governing the opening and use of capital accounts for indirect investment for portfolio investment activities in Vietnam and Circular. 19/2014/TT-NHNN dated 08.11.2014 of the State Bank, Guidelines on Foreign Exchange Management for Foreign Direct Investments in Vietnam.
1. The business establishes a CAPITAL ACCOUNT (Note which clearly states the Bank about the capital account)
2. The capital contribution must be transferred to the CAPITAL ACCOUNT IN EFFECTIVE TIME AND FROM FOREIGN TO VIETNAM.
3. Notify the Department of Planning and Investment that the COMPANY has paid the capital in full and on time (Avoid being fined)
Note: Other notes
1. IMPLEMENTATION OF EMPLOYEE INSURANCE DECLARATION
2. PROCEDURE FOR ISSUING WORK PERMITS TO FOREIGNERS
3. THE PROCEDURE FOR SUBMITTING MONTHLY TAX RETURNS
4. THE FOREIGN COMPANY MUST CONDUCT AN ANNUAL AUDIT
NOTES ON THE ESTABLISHMENT OF A COMPANY FOREIGN INVESTMENT COMPANY
THE LEGAL BASIS FOR ESTABLISHING A FOREIGN CAPITAL COMPANY
1. WTO Obligations
2. The Enterprise Act of 2020 takes effect on January 1, 2021.
3. The Investment Act of 2020 takes effect on January 1, 2021.
- Investors choose investment industries because each industry will be clearly defined in the WTO commitments, and then study additional specialized laws (for example, real estate operations must have $20 billion) to know the choices, accuracy, and investment requirements.
- After choosing a business line, switch to choosing the type of investment.
· A common type of investment would be a limited liability company (one member and 2-50 members) or a joint-stock company.TYPE OF FOREIGN CAPITAL COMPANY ESTABLISHMENT
Generally, the choice of the type of foreign invested company establishment in Vietnam will have 3 main types.
1. Limited Liability Company (LLC) with one participant (For 1 individual investor or 1 investment organization)
2. LLC with 2-50 participants (for 2 or more individuals or 2 or more organizations or 1 individual + 1 organization)
3. A joint-stock company with 3 or more shareholders (for 3 or more natural persons or 3 or more organizations or 1 natural person + 2 organizations...)
· THE ONE MEMBER LIMITED LIABILITY COMPANY
· MULTI-MEMBER LIMITED LIABILITY COMPANY
Multi-member Limited Liability Company with foreign capital
1. Multi-member limited liability company is a company with from 02 to 50 participants who are organizations or individuals. A participant shall be liable for debts and other property obligations of the company to the extent of the amount of capital contributed to the company, except for the case specified in Article 47(4) of this Law. Contribution of a participant may be transferred only in accordance with provisions of Articles 51, 52 and 53 of this Law.
2. Multi-member limited liability company shall have legal status from the date of issue of the certificate of incorporation of the company.
3. A Limited Liability Company with two or more partners shall not be entitled to issue shares, except in the case of transformation into a joint stock company.
4. A limited liability company with two or more participants may issue bonds in accordance with this Law and other relevant laws; private placement of bonds shall comply with the provisions of Articles 128 and 129 of this Law.
Article 74: The one-member Limited Liability Company
1. A One-member limited liability company shall be a company owned by an organization or natural person (Called “the owner of the company"). An owner of a company shall be responsible for debts of a company and other property obligations within the limits of the authorized capital of a company.
2. A One-member Limited Liability Company shall have a legal status from the date of issue of the Certificate of business registration.
3. One-member limited liability company may not issue shares, except in the case of transformation into a joint stock company.
4. A One-member limited liability company may issue bonds in accordance with this Law and other relevant laws; private issuance of bonds in accordance with the provisions of Articles 128 and 129 of this Law.
Article 111. Joint stock companies
(1) A joint stock company is a business that:
a) The share capital is divided into equal parts called shares.
b) The shareholders may be organizations or individuals; the minimum number of shareholders is 03, the maximum number is unlimited.
c) Shareholders are liable for debts and other property obligations of the company only within the limits of the amount of capital, contributed to the company.
d) The shareholders have the right to freely transfer the shares they own to other persons, except in the cases stipulated by clause 3 of Article 120 and clause 1 of Article 127 of this Law.
(2) A joint stock company has the legal status from the date of issuance of the business registration certificate.
(3) Joint-stock companies shall have the right to issue shares, bonds and other types of securities of the company.
When establishing a foreign corporation in Vietnam, what permits are required?
- Apply for provincial people's committee policy (except central cities)
- Investment Certificate (IRC)
- Business Registration Certificate (ERC)
- Business License → (If you have a retail business)
1 #. Business License application file (BL)
Supplementing the business purpose of buying and selling goods and activities directly related to the buying and selling of goods is an adjustment to the business operating objectives, the dossier includes:
2 #. An investment examination dossier in accordance with the provisions of Government Decree No. 108/2006/ND-KP dated 22.09.2006, governing the implementation of several articles of the Investment Law.
The dossier for the issuance of a business license, as stated in Circular No. 09/2007/TT-BTM, shall include:
a) An application for a business license shall be submitted on Form MD-1 issued with Circular No. 09/2007/TT-BTM.
b) b) An explanation of the fulfillment of business conditions. The content of it shall be prepared in accordance with the appendix attached to this official dispatch.
c) Written content of goods sales and activities directly related to goods sales: a clear indication of the type of activity - wholesale, retail, operating a retail store grouping of goods, commercial advertising; commercial inspection...
In the case where the project does not involve investment in the construction of facilities (not related to the construction of factories, installation of machinery and equipment for production), it is proposed to complement the sale of goods and services activities directly related to the sale of goods, in addition to the documents referred to in paragraphs 1 and 2 above, should be added to the file of the legal entity or appropriate papers confirming the capacity and experience of the owner of the investment in achieving operational goals.
Take note of the legal authority's licensing location.
- Investment certificate evaluated and issued by the Department of Investment of the Department of Planning and Investment at the provincial level
- Business registration certificate evaluated and issued by the Department of Domestic Enterprises, Department of Planning, and Investment
- Business license issued by the Ministry of Industry and Trade
☑ THE CREATION CONDITIONS AND COST OF 9 HOT REGIONS IN 2021 (LATEST)
1. The import-export business.
- The registered capital is at least $50,000.
- All individuals or companies qualify for incorporation
2. Investment consultancy, management consultancy.
- The registered capital is at least $10,000.
- All individuals or companies qualify for incorporation
3. Retail merchandising
- The registered capital is at least $200.000
- Company/organization will better qualify for establishment license
4. Restaurant, coffee shop
- Registered capital of $10,000 or more
- All individuals or companies qualify for incorporation
-Ask for more locations to make restaurants or coffee shops
5.The Training Business.
- Share capital of $20,000 or more
- All individuals or companies meet criteria for institution registration
6. Architecture and the construction industry
- Registered capital of $10,000 or more
- All individuals or companies meet criteria for institution registration
- Consult the Ministry of Construction for more information.
7. Manufacturing industry
- Authorized capital of $10,000 or more
- All individuals or companies meet criteria for establishment registration
- Ask for more opinions about the manufacturing site
8. Real Estate Businesses
- Authorized capital of $1,000,000 or more
- All individuals or companies meet criteria for establishment registration
- A pre-employment project is necessary....
9. Education and Training
- Unrestricted share capital
- All individuals or companies meet criteria for institution registration
- Requires project before establishment
SERVICES OF A FOREIGN INVESTMENT COMPANY (LHD LAW FIRM CONSULTING)
LHD law firm is one of the top ten law firms in Vietnam in terms of advising foreign capital companies in Vietnam according to Legal500 and Hg.org, with 10 years of experience and office system, working in Ho Chi Minh City, Hanoi, Da Nang, Vung Tau etc. LHD Law Firm is committed to meet the needs of foreign investors in Vietnam...
Company's close customer
16800 customers from 32 countries have trusted
► Review the documents to be prepared, including LEGAL CONSULTATIONS (LAW, POLICY, TAXES, human resources...)
► After receiving the investment certificate, advice on how to obtain the business registration certificate.
► Advice and application for the Enterprise Certificate (ERC) and the Investment Certificate (IRC), in addition to the Business License issued by the Ministry of Industry and Trade (Business License)
► Consultation and production of a seal engraving and report using seal samples
► Regular legal advice after the opening of the business
► Legal advice about taxes, work permit, temporary residence card and child permit (if applicable)
► Support for the registration of trademarks, designs and inventions when required by businesses (LHD Law Firm is a representative of IP No. 146 the National Office of Intellectual Property NOIP)
►Advice on CIT, PIT, and monthly, quarterly and annual tax returns
►Social insurance consultation, salary calculation (payroll)
►Consulting for personnel selection in Vietnam
►Trademark, Design, and Invention Protection Consulting
►Consultation on labor law, taxation, and contracts in Vietnam
► Virtual office rental for companies with foreign capital to provide invoice redemption. (⇒ should see)
Currently, LHD Law Firm has 3 offices in 3 major cities in Vietnam: Ho Chi Minh City, Hanoi and Da Nang.→ Over 6,800 clients from 32 countries around the world have trusted the services of LHD Law Firm for 12 years.
→ Vietnam is considered an attractive place to invest...Foreign investors that want to do business in Vietnam, on the other hand, must consider the following ten major obstacles:
· First, under Vietnamese law, there are investment conditions for foreign investors. The 2014 Investment Law lists 267 conditional investment areas in Appendix 1, which are detailed in specialized laws governing specific industries or in international commitments, such as WTO commitments. Accordingly, there are restrictions for foreign investors to invest in Vietnam.
· Second, foreign investors may be subject to a number of taxes, namely corporate income tax, value added tax, special consumption tax, and import and export tax. Taxation is one of the most cumbersome business processes in Vietnam, as it requires a significant investment of time and money from foreign investors.
· Third, obtaining work licenses for foreign workers in Vietnam might be difficult. Generally, foreign workers who work for more than 3 months are required to obtain a work permit. The employer is responsible for these procedures. Employers must submit a yearly report demonstrating their need for foreign workers as part of the pre-employment procedures. A work permit only has a two-year validity period. After that, there will be conditions for renewing the license.
· Fourth, intellectual property protection can be a problem when foreign investors plan to invest in Vietnam. Vietnam has access to various international treaties related to intellectual property. In addition, a wide range of intellectual property rights are recognized and protected under Vietnamese law, including copyrights, trademarks, industrial designs and inventions. In practice, violations of intellectual property rights are frequent and the procedures required to protect foreign investors' intellectual property rights can be extremely time-consuming.
· Fifth, the new 2018 Competition Law, effective July 1, 2019, clearly expands its scope to include all practices that have or may have a restraining effect on competition in the Vietnamese market. There have been many changes from the old law, especially for foreign investors investing in Vietnam. Therefore, foreign investors doing business in Vietnam should pay attention to this issue in order not to violate the law.
· Sixth, it is not easy to get a construction permit in Vietnam. Foreign investors have to work with many authorities, such as the Department of Construction, the Department of Fire Safety, the Department of Natural Resources and Environment and Urban Affairs.
· Seventh, Vietnam's banking and financial industries are still tightly controlled. Foreign investors cannot establish a financial company in the form of a joint stock company through investment in Vietnam. In addition, a foreign investor purchasing shares in a limited financial company must not be a strategic shareholder, owner or founding member of any other credit institution in Vietnam.
· Eighth, naturalization rights in Vietnam are limited. According to the Vietnamese Constitution, all land is the common property of all Vietnamese people.
· Ninth, sustainable development is gradually gaining public interest. The Vietnamese government is drafting a law on environmental protection. Foreign investors are responsible for more activities, such as implementing environmental protection measures in the manner specified in their environmental impact assessment report or environmental protection plan. All large investment projects require an approved environmental impact assessment report, which increases the efforts of foreign investors.
· Tenth (last), when disputes arise over investment projects during the investment process in Vietnam, questions about the applicable law and dispute resolution forum often discourage foreign investors. Getting it right can have a big impact on their case. Fortunately, foreign investors can turn to a law firm to help with all the above.
Step 1: Get Legal Advice English - Vietnamese.
Meet with an attorney. We get legal advice on the type of business best suited to your situation.
Step 2: Find office space and legal representation for your business (if there is no available LHD office)
Then find an office space so that your business not only has a place of business, but also a specific office address required by the government to apply for a business license. If you are not the legal representative for your business, you need to find a trusted partner.
Step 3: Apply for a business license (IRC, ERC, BL)
Prepare all the necessary documents and make sure that you meet all the necessary requirements before applying for a business license. Expect a 15-day waiting period for a Vietnamese-owned company and a 60-day waiting period for a foreign company.
Step 4: Legal and tax advice for foreign companies after establishment
Running your Vietnamese business now has the ability to hire employees and enter into business contracts. There are several things you need to do, such as obtaining your company seal, applying for a tax identification number, opening a company bank account, and publicly announcing your incorporation. Periodic duties include employee tax, accounting report and insurance payments.
(In addition to legal advice, we also provide accounting services for companies with foreign capital for these companies)
→ Why Choose LHD Law Firm
Everything we do at LHD Law Firm is focused on assisting your business through our investment law expertise and local business experience in Vietnam.
So that your enterprise can grow and expand quickly and avoiding the costly traps that many start-up investors fall into at the hands of unscrupulous lawyers and agents.
How we accomplish this.
We offer the best investment legal service in Vietnam, as well as a wide choice of INDIVIDUAL AND ECONOMIC EFFECTIVE SOLUTIONS for starting a business in Vietnam or managing an existing one.
What we can do ...
Consulting on the establishment of foreign-owned companies in Vietnam, consulting on the establishment of Vietnamese factories and consulting on industrial production, sourcing Vietnam, supporting business registration, accounting, and tax compliance through information intelligence, low-cost operational setup, HR & admin, government liaison services, director services, country representation/management services for M&A, and much more...
→ Senior lawyer LAW FIRM
Lawyer: To Thi Thanh Thuy (email: all@lhdfirm.com)
→ Lawyer specializing in advising on setting up foreign capital companies in Ho Chi Minh City
She graduated with a master’s degree in Commercial Law - City Law University of Ho Chi Minh City.
Consultancy language: English and Vietnamese
She is as one of the top 20 lawyers in Vietnam, highly rated by Legal500 and Hg.org → specializes in foreign investment, having realized more than 6800 projects in 15 years...
Lawyer: Nguyen Phuong Khanh (email: hanoi@lhdfirm.com)
→ Lawyer specializing in advising on setting up foreign capital companies in Hanoi
She has a master's degree in Commercial Law from Hanoi Law University.
The language of consultation is English and Vietnamese
A senior associate at LHD firm in Hanoi, she has 15 years of experience in foreign investment consulting, having implemented more than 2,466 projects in Vietnam.
YOU ONLY NEED TO PREPARE YOUR FINANCIAL AND BUSINESS STRATEGY; WE WILL SUPPORT YOU WITH A COMPLETE PLAN AND LEGAL WORK IN VIETNAM
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