Establishing a foreign-invested company in Vietnam provides a legal foundation for foreign investors to set up a business entity with full legal status to conduct investment and business activities in the country. This article outlines the steps to establish a foreign-invested company in Vietnam in 2025, along with the relevant forms and conditions.
1. Forms and Conditions for Establishing a Foreign-Invested Company
1.1. Forms of Establishing a Foreign-Invested Company
Foreign investors can establish a company in Vietnam through the following forms:
– Contributing capital from the outset to establish a new enterprise: In this form, foreign investors contribute capital from the beginning of the enterprise’s establishment in Vietnam. The foreign investor’s capital contribution can range from 1% to 100% of the charter capital, depending on the business sector.
– Purchasing shares or capital contributions in an existing enterprise: Foreign investors can acquire shares or contribute capital to an existing Vietnamese enterprise. Depending on the business sector, the contribution can range from 1% to 100% of the enterprise’s capital. After the acquisition, the Vietnamese enterprise becomes a foreign-invested company.
1.2. Conditions for Establishing a Foreign-Invested Company
To establish a foreign-invested company, investors must meet the following conditions:
Conditions for Contributing Capital to Establish a New Foreign-Invested Enterprise
According to Article 24 of the Investment Law No. 61/2020/QH14, foreign investors must satisfy the following:
– Market access conditions: Foreign investors are only permitted to engage in specific business sectors allowed by Vietnamese law and are prohibited from participating in restricted or banned sectors.
– Investment project requirements: Before establishment, investors must prepare an investment project and apply for or amend an Investment Registration Certificate to proceed with the enterprise’s formation.
Conditions for Purchasing Shares or Capital Contributions
Per Article 24 of the Investment Law 2020, foreign investors must meet:
– Market access conditions as stipulated in the Investment Law.
– National security and defense requirements.
– Compliance with land law regulations regarding conditions for receiving land use rights or using land in border areas, islands, coastal communes, wards, or towns.
Conditions on Investor’s Entity and Nationality
– Investors can be individuals over 18 years old or organizations/enterprises from WTO member countries or countries with bilateral investment agreements with Vietnam.
– There are no nationality restrictions, meaning investors from any country can invest in Vietnam, provided they comply with legal regulations and obtain approval.
Financial Capacity Conditions
– Investors must demonstrate sufficient financial capacity, which requires verification of financial documents during the investment process.
– Investors must comply with financial requirements specific to their chosen business sector.
Conditions on Enterprise Headquarters and Project Location
– Investors must have a legal project location in Vietnam, supported by a lease agreement and lawful documents from the lessor for the company’s headquarters and project site.
Conditions on Competency
– Investors must meet the conditions for operating in conditional business sectors as prescribed by law.
2. Steps to Establish a Foreign-Invested Company in 2025
The process of establishing a foreign-invested company in Vietnam involves the following steps:
Step 1: Prepare an Application for an Investment Registration Certificate
Foreign investors must prepare one set of documents for the Investment Registration Certificate, as stipulated in Clause 1, Article 33 of the Investment Law 2020, including:
– A written request to implement the investment project.
– Documents verifying legal status:
- For individuals: Copies of ID card, citizen identification card, or passport.
- For organizations: Copies of the Certificate of Establishment or equivalent legal documents.
– An investment project proposal, including:
- Investor information, objectives, investment capital, scale, and capital mobilization plan.
- Duration, location, and investment progress.
- Socio-economic efficiency assessment and proposals for investment incentives.
– Documents proving financial capacity:
- For individuals: Savings books, bank account balance confirmations, etc.
- For organizations: Financial statements for the last two years, financial commitment from a financial institution, parent company’s financial support commitment, or other financial capacity proof.
– If the project does not involve state-allocated or leased land or land use purpose conversion, provide copies of land use rights documents or location use rights confirmation.
– Explanation of technology used for projects requiring technology appraisal or opinions under technology transfer regulations.
– Business Cooperation Contract (BCC) for projects under the BCC form.
Step 2: Submit the Application for the Investment Registration Certificate
As per Clause 1, Article 36 of Decree 31/2021/ND-CP, investors submit the application to the investment registration authority. If the project spans two or more provincial-level administrative units, the application is submitted to the Department of Planning and Investment of one province/city where the project is implemented or where the office is planned.
Step 3: Issuance of the Investment Registration Certificate
The investment registration authority reviews the application and issues the Investment Registration Certificate within 15 days from receiving a valid application, as stipulated in Clause 3, Article 36 of Decree 31/2021/ND-CP.
Step 4: Prepare and Submit an Application for an Enterprise Registration Certificate
After receiving the Investment Registration Certificate, investors proceed with the enterprise registration process. The application, as regulated in Chapter IV of Decree 01/2021/ND-CP, includes:
- A request for enterprise registration.
- Company charter.
- List of members/shareholders, depending on the enterprise type.
- For individuals: Copies of ID card, citizen identification card, passport, or other legal personal identification documents.
- For organizations: Copies of the Enterprise Registration Certificate, establishment decision, or equivalent documents, along with authorization documents and personal identification of the representative.
- Copies of the Enterprise Registration Certificate or equivalent, legalized by consular authorities, for foreign organization members.
- The Investment Registration Certificate issued by the competent authority.
The application is submitted to the Department of Planning and Investment of the province where the foreign-invested company’s headquarters is located.
Step 5: Publish Enterprise Information
The company must publish its information as required by law.
Step 6: Engrave the Company Seal
Upon receiving the Enterprise Registration Certificate, the company proceeds to engrave its legal seal.
Step 7: Open a Direct Foreign Investment Capital Account
The foreign-invested company must open a direct foreign investment capital account in foreign currency at a bank authorized to conduct legal foreign currency transactions in Vietnam.
Step 8: Complete Post-Establishment Procedures
After completing the above steps, investors must:
- Contribute capital as committed.
- Register for a digital signature.
- Apply for electronic invoice issuance.
- Declare and pay taxes.
The above information is provided by Mys Law. For any questions regarding the content of this article, please contact 0969.361.319 or email: [email protected] for further clarification. Best regards!
Compiler: Nguyen Anh Quan
