Menu
9/10 356 bình chọn

SETTING UP A FOREIGN COMPANY IN VIETNAM

LHD Law Firm was rated top 10 leading law companies in Vietnam on Foreign Investment Advisory in Vietnam and ranked at Legal 500 and Hg.org, with 10 years’ experience and the system office in the HCM City, Hanoi, Da Nang, Vung Tau ... etc. LHD committed pleasing foreign investors in Vietnam.

I. List of typical customer:

TOYOTA; Wacoal, DELOITTE; DLH; SHISEIDO; FOS; DLT; YAMAZEN; SANKOUGIKEN; FLASH POINT; IFO; Altech; TRIUMPH; SOMETHINGHOLDINGS ... ETC.

II. Pursuant of legal documents

1. Decree 15/2015/ NĐ-CP on investment in the form of public-private partnerships.

2. Decision 19/2015/ QĐ-TTg establish criteria for identifying high-tech enterprises.

3. Dispatch 4326/ BKHĐT-ĐTNN on procedures for receiving and the form of performing investment activities under The Law on Investment.

4. Dispatch 4332 / BKHĐT-ĐTNN on the provisional application of the procedures, text sample perform investment activities abroad.

5. Dispatch 4366 / BKH-PC implementation the Law on Investment.

6. Dispatch 5122 / BKH-PC implementation the Law on Investment.

7. The Law on Investment 2014

8. The Enterprise Law 2014

III. The differences between the Law on Investment in 2005 and the new Law on Investment in 2014.

On 2014.11.26 the National Assembly of the Socialist Republic of Vietnam has approved the Law on Investment and began to take effect on 2015.07.01.  The Law on Investment in 2014 with 7 chapters and 76 articles regulations on the activities of investors doing business in Vietnam as well as regulations on business investment from Vietnam abroad. The Law on Investment in 2014 made many new points stand out from the provisions of The Law on Investment in 2005.

           The Law of Investment in 2005                    The Law of Investment in 2014

Certificated domestic investment

Law in 2005 (projects over 15 billion must apply for a certificate of foreign investment)

Article 45 of the Law on Investment in 2005 provides that the domestic investment projects with capital size from fifteen billion or more, or investment projects in the fields of conditional investment, they must apply for investment certificates.  

No certificate of enterprise registration

Under the provisions of the Law on Investment and the Enterprise Law in 2005 in the case of implementation of investment projects associated with the establishment of enterprise, investment certificates including the contents of the business registration and enterprise registration. Meanwhile, the investment certificate is also the certificate of enterprise registration

Job category forbidden business investment, conditional business investment

Law in 2005 provides unknown, applies under specialized law and by laws.

 

 

 

 

 

 

 

 

Application for investment certificate for the companies with foreign capital

According to The Law on Investment in 2005 all projects with foreign capital does not determine the proportion of foreign investors (whether foreign investors accounted for only 1% of charter capital) of enterprises have investment certificate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Position of foreign investors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time to grant investment certificates

The time limit of 15 working days or more

Abolition the investment certificate for domestic investors

According to the Law on Investment in 2014, the projects of domestic investors will not implement certification procedures for investment registration.

Required certificate of enterprise registration

The Law on Investment 2014 was separated between the content registered investment projects was granted by the certificate of investment registration. After being granted an investment certificate, enterprise will register business (registration certificate of Enterprise registration) under the provisions of the new Enterprise Law in 2014.

Narrowing or abolition

Article 6 of the Law on Investment in 2014 has pointed out the limits of the occupations forbidden of business investment, instead of a general unclear prohibition formerly  at Article 30 of the Law on Investment in 2005. Under this new rule the occupations prohibited of business investment will include: drug business; chemical business, minerals banned; business animals and plants of wildlife, endangered, rare is derived from natural; prostitution business; buy, sell people, tissues, body parts and business activities related to human reproductive cloning. This spirit has also been confirmed in Article 5 of the Law on Investment in 2014 with provisions that the investors are entitled conducting activities of business investment in the branches and trades that this law does not prohibit.

The Law on Investment in 2014 was dedicated appendix 04 listing  267 lines of business investment is conditional

Abolition the application for investment certificates

The Law on Investment in 2014 regulations applicable to projects of foreign investors or enterprises with foreign investment capital contributed 51% of charter capital must apply for investment registration certificate for the project of foreign investors. For FDI projects remaining (foreign investor or foreign invested enterprises holding less than 51% of charter capital) will be treated as domestic investment projects and do not need to obtain investment registration certificate. This really is a very big step opening of the Law on Investment in 2014 in order to contribute to attract and encourage investment for foreign investors investing in Vietnam.

Foreign investors now are defined by criteria is nationality, who are not nationality of Vietnam, that is a foreign investor. However, there are other views to identify foreign investors under the capital, that is, just enterprises in Vietnam with investment capital from abroad it is also considered a foreign investor. Should have chosen the first option, that is determine foreign investors under nationality, the Law on Investment in 2014 have centrist option.

Law divided of foreign investors into three groups: Group one: investors have foreign nationality; Group 2: Vietnam enterprises has 51% foreign capital; and group 3 Vietnam enterprises have less than 51% foreign capital. Group 1 and Group 2 was applied the same conditions as foreign investors (from investment sectors to investment procedures, investment policy ...). However, for group 3 shall apply the procedures and conditions as local firms. Another problem encountered was that between a foreign-invested enterprises accounted for 51% of charter capital with a foreign-invested enterprises accounted for 50.9% of charter capital will be subject to two mechanisms and different investment procedures. Does it continue to remain a drawback of this regulation.

According to The Law on Investment in 2014, the time limit for investment registration certificates for projects subject to the investment undertaking decisions is 5 working days from receipt of the written decision on the investment undertakings; also for other projects is 15 working days from the date of the licensing authority receives dossiers. Article 40, the time limit for investment registration certificates adjusted is 10 working days from the date of the licensing authority receives dossiers. Have to say, the time limit for investment registration certificates has been significantly shortened compared to the Law  on Investment in 2005

 

IV. REGISTRATION PROCESS UNDER THE LAW ON INVESTMENTS IN 2014

Step 01: Register investment undertakings with the Office of provincial People's Committees

When the foreign investors come into Vietnam to invest and  implement the project must do procedures for granting a certificate of investment registration. However, before doing the procedures, in some cases, investors must register investment undertakings with the Office of provincial People's Committee.

Reference records include:

§  A written proposal implementing investment projects;

§  For an individual investors: A copy of the identity card, passport or ID card

§  For an investors are organizations: a copy of the certificate of establishment or other equivalent document certifying the legal status;

§  Investment project proposals include the following contents: investor of the project, investment objectives, investment scale, capital and capital mobilization plan of investment, location, duration, investment schedule, demand for labour, proposals of investment incentives, impact assessment, economic-social efficiency of the project;

§  A copy of one of the following documents:  

ü  Financial Statements of 02 most recent years of the investor;

ü  Commitments on financial support of its parent company;

ü  Commitments on financial support of financial institutions;

ü  Guarantees on financial capacity of investor;

ü  Documents explaining the financial capacity of investor;

§  Proposals of land use needs; If a project does not suggest that the government allocate or lease land or permission for conversion the purpose of land use shall submit a copy of location leases or other documentation confirmed the investor has the right to use the location to do investment project;

§  Exposition on technology use include the following details: name of technology, technological origin, technological process diagram; main technical specifications, usage of machinery, equipment and technological lines for the project is to use the technology on the list of transfer restrictions technology

§  BCC contract for investment project in the form of BCC contract.

* Note: For investment projects not subject to the investment undertaking decisions do not need to do this step

Submission agency: Investment Registration Agency

Time: 35-40 working days from the date of receipt of a valid documents

Step 02: Issuance of certificates of investment registration

In the latter case, investors must implement application procedures for certificate of investment registration:

§  Investment projects of foreign investors;

§  The investment project of economic organization following:

ü  There are a foreign investors hold more than 51% of the charter capital or a majority of members of the partnership is a foreign individual, for an economic organization is a partnership company;

ü  There are an economic organizations defined as above hold more than 51% of the charter capital;

ü  There are a foreign investors and an economic organizations defined as above, hold more than 51% of the charter capital.

Reference records include:

§  A written proposal implementing investment project;

§  For an individual investors: A copy of the identity card, passport or ID card

§  For an investors are organizations: a copy of the certificate of establishment or other equivalent document certifying the legal status;

§  Investment project proposals include the following contents: investor of the project, investment objectives, investment scale, capital and capital mobilization plan of investment, location, duration, investment schedule, demand for labour, proposals of investment incentives, impact assessment, economic-social efficiency of the project;

§  A copy of one of the following documents: 

ü  Financial Statements of 02 most recent years of the investor;

ü  Commitments on financial support of its parent company;

ü  Commitments on financial support of financial institutions;

ü  Guarantees on financial capacity of investor;

ü  Documents explaining the financial capacity of investor;

§  Proposals of land use needs; If a project does not suggest that the government allocate or lease land or permission for conversion the purpose of land use shall submit a copy of location leases or other documentation confirmed the investor has the right to use the location to do investment project;

§  Exposition on technology use include the following details: name of technology, technological origin, technological process diagram; main technical specifications, usage of machinery, equipment and technological lines for the project is to use the technology on the list of transfer restrictions technology

§  BCC contract for investment project in the form of BCC contract.

Submission agency: investment registration agency

The time:

• For investment projects not subject to investment undertaking decision: 15-20 working days from receipt of the dossier

• For projects subject to investment undertaking decision: 05-10 working days from receipt of the written decision on investment undertaking.

Step 03: Establishing a business, registration certificate of business

After obtaining a certificate of investment registration, investors should prepare records to establish the enterprise.

Reference records include:

Type of Company Ltd.

§  Request for business registration.

§  The charter of company.

§  Member List.

§  A copy of the following documents:

ü  Citizen ID card, ID card, passport or other legitimate personal identification of members are the individual;

ü  Establishment decision, the certificate of business registration or other equivalent documents of organizations and authorization documents; citizen ID card, ID card, passport or other legitimate personal identification of authorized representative of members are the organizations

ü  For members are foreign organizations, a copy of the certificate of business registration or equivalent document must be legalized by a consulate;

§  Certificate of investment registration for foreign investors under the Law on Investment.

Type of Joint stock Company

Reference records include:

§  Request for business registration.

§  The charter of company.

§  List of founding and foreign investors shareholders (list of authorized representative, if any)

§  A copy of the following documents:

ü  Citizen ID card, ID card, passport or other legitimate personal identification of members are the individual;

ü  Establishment decision, the certificate of business registration or other equivalent documents of organizations and authorization documents; citizen ID card, ID card, passport or other legitimate personal identification of authorized representative of members are the organizations

ü  For members are foreign organizations, a copy of the certificate of business registration or equivalent document must be legalized by a consulate;

§  Certificate of investment registration for foreign investors under the Law on  Investment.

Submission agency: Business Registration Agency

Time: 05 working days from the receipt of valid dossiers

Step 04: Post the announcement of enterprise establishment

The enterprise after being granted certificate of business registration, shall notify the public on the National Portal of enterprise registration in the order, procedures and pay the prescribed fees.

The contents of publication including certificate of business registration and the following information:

§  Lines of business;

§  List of founding and foreign investors shareholders for joint stock companies.

Implementing Agency: Department announcement of the Business Registration Agency

Step 05: Seal engraving of the enterprise

After obtaining the certificate of business registration and conducted to publish enterprise establishment. Enterprises conducting seal in one of unit is licenced. Enterprises decide the amount and form a seal within the law allows.

Step 06: Announcing the seal of business on the National enterprise registration portal (refer to provisions click here)

After the seal, enterprises conducting posted sample of stamp on the National enterprise registration portal and will be granted 01 certificate seal form uploaded by DPI.

Implementing Agency: Department announcement of the Business Registration Agency

Time: 03 working days from the receipt of valid dossiers

 

Respect.

LHD Law Firm

WHATSAPP, VIBER,

WECHAT, KAKAOTALK

+84907996249 

     

LHD LAW FIRM IN HO CHI MINH
Addr:  HP Tower, 60 (Floor 7) Nguyen Van Thu Street, Dakao Ward, District 1, HCM City, Viet Nam
Tel:
+842822416866 or +842822446739
Fax:  +848 39111538  Email: all@lhdfirm.com 

LHD LAW FIRM IN HA NOI
Addr: Anh Minh Tower, (Floor 4) 36 Hoang Cau Street, O Cho Dua Ward, Dong Da District, Ha Noi City, Viet Nam
Tel:  +842462604011 or +84911633168 
Fax: +848 04 3573 9287 Email: hanoi@lhdfirm.com

 

SETTING UP A FOREIGN COMPANY IN VIETNAM

Comment
Send comment
captcha