HOW TO REGISTER COMPANY IN VIETNAM AS A FOREIGNERS

To register a company in Vietnam as a foreigner, you need to follow these steps:

1. Determine the type of company you want to register, such as a limited liability company, joint-stock company, or a representative office.
2. Choose a name for your company and have it approved by the Department of Planning and Investment.
3. Establish a local office or legal representative in Vietnam.
4. Obtain a certificate of business registration from the Department of Planning and Investment.
5. Obtain a tax code and register with the local tax office.
6. Complete any necessary business licenses or permits specific to your industry.
7. Hire employees and register with the local social insurance office.

How to register a company in Vietnam as a Foreigners conducted by investors has always been subject to quite rigorous adjustments of investment and business laws.

In recent years, along with the non-stop development of our country’s economy and society, the number of foreign investors investing and building business in Vietnam is more and more increased. Establishing 100% foreign-owned capital companies has become popular business. With its unique characterization, establishing a company with 100% foreign-owned capital has always subject to quite rigorous adjustment of investment and business laws.

1. Register investment policy prior business in Vietnam

Before carrying out setting up a 100% foreign-owned company, investors must apply for an Investment Registration Certificate at an agency of business registration. In some cases, investors must register its investment policy with a provincial People's Committee.

⭕ Required documents include:

• A request for implementation of the investment project;
• A copy of ID card, passport, or certificate of business registration, or other equivalent document;
• A proposal of project investment: investors’ names, investment objectives, scale, capital and capital mobilization plan, location, duration, impact assessment, report on socio-economic efficiency, etc.
• A copy of one of the following documents: financial statement within the last two years; commitment of financial support from its parent company or a financial institution; guarantee of financial capability; documents proving capital capability;
• Demand for land use;
• Explanation on technology application, including name of such technology;
• BCC contract in case of implementation projects under a BCC
• When applying for a business registration certificate to establish a 100% foreign-owned company, investors should prepare a file of documents similar to the file applied for policy registration and send it to an agency in charge of business registration.

2.  Establish a company with 100% foreign-owned capital and register its business

After receiving a certificate of investment registration, investors need to carry out procedures of establishing a company with 100% foreign-owned capital. Required documents include

• Request for business registration
• Charter (MA Charter)
• List of members or shareholders.

Copies of the following documents

• ID, Passport or other legal personal identification of individual members or shareholders;
• Decision of establishment, business registration certificate of other equivalent corporate documents and authorization letter;
• The copies of business registration certificate or other equivalent documents must be notarized at a consular if members are foreign corporates.
• Business registration certificate as regulated by Investment Law, applicable to foreign investors.

The application for establishing a company with 100% foreign-owned capital shall be submitted at a business registration agency under the Department of Planning and Investment of the province/ city at which the company is intended to be located. Within 05 working days since as to the date of receiving full documents, the business registration agency shall consider and issue a business registration certificate.

• Publicize the establishment of the company with 100% foreign-owned capital
• After being granted the business registration certificate, the company is obliged to publicize its establishment on a national information portal.

Contents of the announcement include the contents of the business registration certificate and other information as followed

• Lines of business;
• List of founding shareholders and foreign shareholders to joint stock companies.

Have the business seal made

After making the establishment of a 100% foreign-owned capital company public, the company now carries out having company seal made at one of the authorized seal making units. The company decides the number and form of the seal to the extent permitted by law.

Have the seal sample publicized on a national business registration portal

After the seal is made, the company publicizes the seal sample on a national business registration portal and receives 01 confirmation of publicized seal sample issued by the Department of Planning and Investment.

3. Obligation to provide information during procedures of establishing a company with 100% foreign-owned capital

During procedures of establishing a company with 100% foreign-owned capital, investors have to provide Vietnamese competent authorities with some basic information. Such information is essential to support Vietnamese authorities to verify an authentic file of establishing a company with 100% foreign-owned capital.

If investors are individuals, they need to provide the following basic information and document:

• Valid ID card, or passport;
• Confirmation of an account bank balance;
• Bank’s notice, or confirmation of transferring to capital contribution account of the corporate;
• Criminal record of the investors;

If investors are legal entities, the below information should be provided to Vietnamese competent authorities while carrying out procedures of establishing foreign-owned capital companies:

1. Resolution/ Decision of capital contribution of the Board of Shareholders/Board of Members according to regulations of law and charter of foreign corporate;
2. Copies and translations of the foreign company’s business certificate/ decision certified at a consular
3. Company’s charter;
4. Foreign investor’s audited financial statement of the latest year;
5. Credit notice (bank confirmation of transfer to the capital contribution account of the company);

Besides, investors also have to provide some more basic information about the intended business, including:

• Name of the company
• Business address of the company
• Charter capital/ Investment capital of the intended company
• Registered business lines
• Obligation to prove its business location legal when registering for company establishment of 100% foreign-owned capital

Investors when registering for establishment of a company with 100% foreign-owned capital in Vietnam are obliged to prove its business location legal. They can fulfill this obligation by providing a Vietnamese competent authority with the following documents:

• A certified lease contract of headquarters (where the company is located in Vietnam);
• A certificate of land use right.

If the lease contract is made with a legal entity, such legal entity must register for real estate business on its business registration; if it is made with an individual and the term of the contract is more than 06 month, it must be certified at a notary office.

Above are the specific regulations relating to procedures of establishing a company with 100% foreign-owned capital? Foreign investors who intend to establish a company in Vietnam for business operation should carefully consider and comply with those regulations.

5. Choose LLc or Jsc business in Viet Nam

✅ Company Registration In Vietnam (step by step guide) 

Step 1: Register the investment policy with the Provincial People's Committee

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)

Step 2: Issuance of Investment Registration Certificate (IRC)

• 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)

Step 3: Issuance of the Enterprise Registration Certificate (ERC)

• 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.

Step 4: Posting the application for the establishment of a foreign-invested company

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

Step 5: Engrave the seal of the foreign enterprise

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.

Step 6: Open a bank account (payment account) and file a tax return for initial invoicing

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/

Step 7: Open a capital account and transfer money for capital contribution (this step is very important)

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)

★ LHD Law Firm - A reputable and professional Business consulting unit in Vietnam

In the process of investing and doing business in Vietnam, investors may face many difficulties in terms of legal, language, culture, and market. Owning a team of lawyers who are fluent in many languages, have international consulting experience, and have a deep understanding of Vietnamese law, LHD Law Firm can confidently guide and support clients to carry out the entire investment procedure. invest, do business in Vietnam, and minimize possible legal risks.

With over 15 years of experience, LHD Law Firm has completed legal work for more than 6,800 projects for businesses and individuals from 32 countries around the world. We are currently a strategic partner in many projects, supporting many businesses to invest and do business in Vietnam to develop sustainably.

⭕ We currently provide the following services

• Advising on the conditions for establishing foreign-invested companies for investors according to specific business fields or investors' nationality;

• Consulting the capital contribution ratio of foreign investors in Vietnam with Vietnamese law and WTO commitments;

• Advising on choosing the right type of company for investors: limited liability company or joint stock company, head office address, capital, business lines, opening an account to transfer capital, the time limit for capital contribution;

• Advising on conditions, guiding investors to prepare necessary documents to establish a foreign-invested company;

• Consulting and drafting company establishment documents for foreign investors;

• Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors (Apply for Investment Registration Certificate, Business Registration Certificate, legal entity seal, seal sample announcement, procedures after company establishment, tax and accounting consulting services, profit transfer abroad, labor - insurance, issues related to ownership wisdom…;

• Comprehensive advice on activities arising in the process of doing business in Vietnam for investors.

[Hopefully, the above sharing will help foreign investors who intend to do business in Vietnam. If you have any doubts or problems, please contact LHD Law Firm immediately to get specific advice from legal experts]

Contract with LHD LAW FIRM for Set up company in Vietnam (Ho Chi Minh, Ha Noi, Da Nang)