The following is a guide on how to set up a foreign company in Vietnam so that foreign investors shall do business in Vietnam legally and efficiently.
1. Set up a foreign company in Vietnam
Pursuant to Law on Enterprise of Vietnam: Establishment of economic organizations with 100% capital of investors include:
Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.
Enterprises with 100% foreign investment capital, which have been established in Vietnam, may cooperate with one another and with foreign investors to establish new enterprises with 100% foreign investment capital.
An enterprise with 100% foreign investment capital shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.
2. Vietnam regulations on setting up a foreign company in Vietnam
According to Vietnam Law on Investment and Vietnam WTO’s Commitments, it is possible for you to setup wholly foreign invested company in Vietnam.
However, we would like to note that during the licensing process, the competent authority might examine carefully some following points:
* Location of NewCo: Investor is required to provide accurate address of location where the company is based. Also, competent authority shall require investor to provide physical lease contract of location and other related documents of the location.
* Charter capital of NewCo: Vietnam Law does not imply a minimum amount of investment capital to setup a company operating in your company’s field. However, the foreign investor must prove that amount of investment capital is sufficient to run NewCo. In order to prove the sufficient financial capacity before setting up company, it is required the investor to provide bank statement certifying balance in the bank. After NewCo is setup, investor is required to transfer such amount to NewCo’s account. The Investor may have no more than 3 months to fully transfer the registered charter capital applied to JSC and no more than 36 months to fully transfer registered charter capital applied to LLC.
* Business of NewCo: Currently, there are restrictions related to the business for enterprises with 100% foreign capital. Specifically, there are prohibited occupations of foreign enterprises and the implementation of business conditions. To compare the request of the customer established a new company active in the field of automobile manufacturing, components, automobile assembly, maintenance and repair of automobiles.
This business line is conditional. According to the laws of Vietnam, when businesses want business lines must meet the following two conditions.
** Conditions before the establishment of enterprises
Having registered investment licenses, business registration record automotive industry, components, automobile assembly, maintenance and repair of automobiles.
After Forming Conditions
Having the license guarantees the operation of the new company include: Certifica
3. What services [might an experienced law firm provide] for setting up a foreign company in Vietnam?
3.1. Licensing Procedures
Providing advices on all legal aspects relating to procedures of obtaining Investment Certificate for the Company from competent authority;
Preparing Application Dossiers (in both Vietnamese and English) for obtaining Investment Certificate for the Company;
Representing your Company to submit the Application Dossiers for obtaining License Investment Certificate for the Company;
Working with provincial competence authority on behalf of your company to obtain the best support on reviewing and considering the application and providing explanation and/or supplementation of application dossiers per request;
Updating information of the approving process to your company;
Receive new License for establishment of foreign-invested company from provincial competent authority and hand it over to your Company.
3.2. Post-Licensing Procedures
Obtain the Seal and Certificate of Seal Sample Registration from City Police;
Publish the company operation on 3 continuous number of newspapers;
Register the Tax code number under your company in Department of Tax;
Open the bank account under your company.
A checklist of information and necessary documents for opening company in Vietnam:
– Within 01 (one) working day from singing legal service contract between two parties;
– Within 07 (seven) working days from full receipt of information and necessary documents delivered by your Company, ASL LAW shall deliver your Company application dossiers for reviewing and proceeding;
– Within 03 (three) working day from full receipt of signed document provided by your Company, ASL LAW shall submit application dossiers to provincial competent authority;
– Within 3~4 (three to four) months without any office action from submission of dossier to provincial competent authority, ASL LAW shall obtain Investment Certificate;
– Within 05-08 (five to eight) working days from obtaining Investment Certificate (IC), ASL LAW shall register and obtain the Seal and Certificate of seal sample registration and deliver to your Company.
– Within 05-8 (five to eight) working days from obtaining the Seal and Certificate of seal sample registration, ASL LAW shall register and obtain Tax code number in the Department of Tax.
– Within 45 (forty-five) working days from getting the IC, You will get the retail certificate (if you oder)
The time schedule indicated in this Item is estimated based on initial information provided by client and actual status of licensing procedure at the time of preparing this Legal Service Proposal. The actual time schedule may be shorter or longer than expected. In case the licensing procedure is longer than expectation, ASL LAW shall exert all its strength to accelerate the process in order to protect right of the client.
5. Service after Completion of setting up a foreign company in Vietnam
After completing the service contract, [an experienced law firm can] provide the proposed company legal advices regarding to matters related to the actual operation of the proposed company including provisions applicable to labors; tax; recruitment.
ASL Law Firm