Step by Step for Company Registration In Vietnam (2022)

Step by Step for Company Registration In Vietnam

Vietnam is one the most attractive developing countries today, with a wide range of market access policies that attracted many investors. Evidence has shown that foreign investment in Vietnam has led to a dramatic increase in FDI flows in Vietnam in the past five years. Vietnam law wants to share some vital information on registering a Vietnamese company.

How to Register a Company in the Country Vietnam

You can apply for additional licenses to sell straightforwardly to customers, or else specialized licenses that match the requirements intended for definite provisional business lines similar to Training, Travel, Legal, and Healthcare.

Step 1: Register your Investment Registration Certificate

Authority to issue an Investment Registration Certificate

  • The investment registration certificates of investment projects will be received by the management boards of industrial parks, high-tech zones, hi-tech areas, and export-processing zones.
  • Except for the following cases, the Services of Planning and Investment shall issue, adjust, and revoke Certificates of Investment Registration of Investment Projects Outside of Industrial Parks, Export-Processing Zones, Hi-Tech Zones, and Economic Zones.
  • The Service of Planning and Investment of a province in which the investor plans to establish a head office or operating room to execute the investment project will receive, adjust, revoke and issue Certificates of Investment Registration of:

Investment projects that span multiple provinces

Any investment project that is executed inside or outside of industrial parks, export-processing areas, hi-tech zone, and economic zones

Prepare the dossier to apply for an Investment Registration Certificate

  • A written request for permission to execute the investment project
  • If the investor is an individual, a copy of the ID card/passport; if the investor is an organization, a copy of the Certificate of Establishment or another paper that certifies the legal standing of the investor.
  • A proposal for investment that specifies the following: Investor(s), investment objectives, investment capital, a method to raise capital, location and duration of the investment. Labor demand, requests of investment incentives.
  • Assessment of the socio-economic consequences of the project.
  • Copies of any one of these documents are required: financial statements for the last two years; financial support commitment from the parent company; financial support commitment by financial institutions; guarantee of investor’s ability to pay; description of investor’s financial capability;
  • Documents that prove the right of the lessor (Certificate or land use right, construction permit and certificate of business registration with real estate business function of the lessor, or similar documents): Office lease agreement
  • Land use: If the project uses land not allocated or leased out to the State or is not allowed by the State to alter land purposes, then a duplicate of the lease agreement, or other documents, must be submitted to confirm that the investor has the right and permission to use the premises for the project.
  • The law restricts technology transfers to projects. It explains the reasons for applying technologies to the project.
  • This list contains names of technologies, origins and technology process diagrams. Also, the primary specifications, conditions of equipment and machinery.

If the project is carried out under a business cooperation agreement, the business cooperation contract.

Register the Investment Registration Certificate

First, the investor must register online by declaring information about investment projects on National Foreign Investment Information System. The investor must submit the Investment Registration Certificate application to the Investment Registration Authority within 15 days of the date of online filing. The investor receives an online account that allows them to log in to the National Foreign Investment Information System and track the progress of their application. If the investor is granted a successful investment registration code, the agency will issue a code to the investment project via this account. If the investor’s application is denied, the agency must inform the investor in writing.

Step 2: Register your Business Registration Certificate

You can register a company with Vietnamese capital using the same dossier and procedures.

The dossier contains:

A form to apply for business registration

The charter of the Company;

A list of members for a limited company or stakeholder (for a joint-stock company).

Certified copies of: 

Copies of ID cards or other ID papers for members who are individuals

Decision on Establishment, Business registration certificate, equivalent document, and the authorization letter. The ID card or other ID papers for authorized representatives of members are organizations. A copy related to the Certificate of Business Registration otherwise another equivalent document should be consular legalized on the stipulation it is a member of a foreign organization.

  • The Law on Investment prescribes the Investment Registration Certificate of Foreign Investors.
  • Law Firm is authorized to provide the legal service provision contract (Authorization Contract) for business establishment services.
  • The application dossier must be submitted to the Business Registration Authority via the National Business Registration Portal in 03-05 days. The agency will then issue a business registration certificate. You must publish the order and procedures on the National Business Registration Portal within 30 days after you have been granted a Business Registration Certificate.

(Refer to article: https://luatvietan.vn/tu-van-thanh-lap-doanh-nghiep for more details)

Step 3: Register your Business License to open business lines conditionally.

If the Company sells or establishes a retail store for goods:

Decree 09/2018/ NDCP prescribe goods trading and activities directly relating to the purchase and sale of goods by foreign investors or economic organizations with foreign capital in Vietnam. Retailing refers to selling goods for personal consumption to individuals, households, and organizations. The investor does not need to issue a business license to export, import or wholesale goods. This is in addition to any other goods such as oil, lubricant and rice, sugar, video items, books, newspapers and magazines. Investors must issue business licenses whilst retailing goods otherwise setting up goods in retail establishments.

  • Foreign investors cannot conduct international travel business (inbound) if the Company is involved in international travel. This applies only to foreign tourists who are visiting Vietnam.
  • To issue Investment Registration Certificates, investors must get approval from the Department of Education and Training if the Company offers business training in a foreign language. Before the Company can start operating, it must obtain a Department of Education and Training license to operate a foreign language learning centre.
  • WE offer services for establishing foreign-invested businesses
  • Consultation on conditions for foreign-invested company registration: capital contribution ratio of foreign investor in Vietnam; conditional lines of business; business location; take note of the procedures before and following foreign-invested company registration.
  • Consultation on the best type of Company to invest in Limited Liability Company, Joint Stock Company.

Consultation on capital transfer accounts and time of capital contribution

Assisting and guiding foreign investors in preparing the necessary documents to register foreign-invested businesses.

Consultation, drafting documents for investors to register companies;

Representative investors should work with competent Vietnamese officials during the establishment of the Company. (Application to Investment Registration Certificate, Business Registration Certificate. Business licenses permit according to specialized requirements. Making legal entity stamps. Announcing seal samples.

  • Investments in Vietnam require regular and thorough accounting services.
  • The Essentials of Company Incorporation in Vietnam: What Every Foreign Investor Should Know
  • It can be challenging to incorporate a Vietnamese company as a foreigner. These are the basics you should know.
  • You are willing to invest in Vietnam, but it seems daunting to think about investing in a country with an outdated bureaucracy.
  • Rules and regulations are constantly changing, especially in Vietnam, with rapid economic growth and social mobility. The pace of development offers lucrative opportunities. To ensure that the Vietnam company incorporation process is smooth and successful, foreign investors must keep up with the constantly changing business environment.

How to invest in Vietnam Cekindo’s A-Z Company Registration Services

We have created a guideline for foreign investors to incorporate a Vietnamese company to avoid making mistakes.

IRC and ERC

The first step in establishing a Vietnamese company is to obtain an investment registration certificate (IRC). Foreign investors must have the approval to start their Vietnam company incorporation.
Next, the foreign investor will need to apply for an enterprise registration certificate (ERC), typically one week. After both certificates are issued, the Company can move on to more mandatory steps, such as tax registration.

Vietnam Legal Representative

A Vietnam law requires that all companies have at least one legal representative. They are responsible for ensuring that all laws and obligations are adhered to and that transactions between companies and other parties are conducted legally. Because they represent the Company’s primary representative, all government documents must identify the legal representative.

Important information about the incorporation of a Vietnam business

Vietnam Business Address

All companies in Vietnam must have a business address. The investing Company may allow companies to use virtual offices as their fixed business address. Attorneys and other service providers may lease offices at a fee for their clients. The certificate of the Land Use Right for the leased property is issued.

The issuing of an IRC or ERC

It usually takes around 15 days for an IRC to be issued. This is typically due to the approval date of the application.

The ERC will be issued by the Department of Planning and Investment’s Business Registration Division once the application forms have been completed. The processing time is usually three days after the application has been submitted. Both can be delayed in collating documents and completing forms.

Establishing a 100% foreign-owned company

It is possible to create a 100% foreign-owned company in Vietnam. There are restrictions based on industries. For example, advertising and tourism companies must be established with local partners. There is no minimum capital requirement in Vietnam.

To find out if your business can be 100% foreign-owned, contact one of our consultants today.

Documents needed to create a company.

A Vietnamese corporate investor requires the following documents:

  • Certificates of legal documents for the Company
  • Original bank statements
  • Passport/ID card of the legal representative
  • Passport or ID card for a representative authorized by the investor company
  • Lease agreement
  • Documentation of the landlord’s lease right
  • For an individual investor, these documents are required:
  • Passport of the owner
  • Original bank statements
  • Lease agreement
  • Documentation of the landlord’s lease right

Charter Capital: Investors Contribution

Foreign investors are expected to contribute their Charter Capital within the 90 days following the issue of an ERC. The Charter Capital is the amount shareholders contribute within a specified time limit. Investors cannot increase or decrease this amount without approval from the local licensing authorities. It can be used to fund 100% of the total investment capital or in conjunction with loan capital to make the total investment.

After-registration of a Vietnamese company

Additional procedures must be completed once the Company is established in Vietnam. Post-licensing procedures include purchasing a company seal and registering tax reports. Cekindo is here to assist you from the beginning until after registration.

For world-class business incorporation, consult a professional right away Cekindo’s experts can help you with any questions or concerns throughout the process. Talk to one of our team members today to discuss your company incorporation process. 

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