- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM
Address, email and contact information (See details)
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1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
Company establishment consulting services for foreign investors in Vietnam are services that supports foreign investors in establishing a business in Vietnam, ensuring compliance with special legal regulations applicable to foreign investment capital.
The procedures for establishing this type of company are more complicated than those of a domestic company because there are separate regulations and conditions on investment, business lines, capital ownership ratio and related legal procedures.
This service usually includes the following steps:
a) Initial consultation
- Providing advice and clarification on legal regulations related to foreign investment in Vietnam.
- Advising on conditional business sectors and the capital contribution ratio of foreign investors in each sector.
- Advising on the selection of a suitable company type (such as a limited liability company or a joint-stock company).
b) Document preparation
- Guiding clients in preparing the necessary documents and information;
- Prepare investment registration documents to apply for an investment registration certificate;
- Prepare business establishment registration documents and apply for a business registration certificate;
c) Apply for an Investment Registration Certificate (IRC)
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Company establishment consulting services for foreign investors in Vietnam are services that supports foreign investors in establishing a business in Vietnam, ensuring compliance with special legal regulations applicable to foreign investment capital.
The procedures for establishing this type of company are more complicated than those of a domestic company because there are separate regulations and conditions on investment, business lines, capital ownership ratio and related legal procedures.
This service usually includes the following steps:
a) Initial consultation
- Providing advice and clarification on legal regulations related to foreign investment in Vietnam.
- Advising on conditional business sectors and the capital contribution ratio of foreign investors in each sector.
- Advising on the selection of a suitable company type (such as a limited liability company or a joint-stock company).
b) Document preparation
- Guiding clients in preparing the necessary documents and information;
- Prepare investment registration documents to apply for an investment registration certificate;
- Prepare business establishment registration documents and apply for a business registration certificate;
c) Apply for an Investment Registration Certificate (IRC)
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
a) Initial consultation
- Providing advice and clarification on legal regulations related to foreign investment in Vietnam.
- Advising on conditional business sectors and the capital contribution ratio of foreign investors in each sector.
- Advising on the selection of a suitable company type (such as a limited liability company or a joint-stock company).
b) Document preparation
- Guiding clients in preparing the necessary documents and information;
- Prepare investment registration documents to apply for an investment registration certificate;
- Prepare business establishment registration documents and apply for a business registration certificate;
c) Apply for an Investment Registration Certificate (IRC)
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Providing advice and clarification on legal regulations related to foreign investment in Vietnam.
- Advising on conditional business sectors and the capital contribution ratio of foreign investors in each sector.
- Advising on the selection of a suitable company type (such as a limited liability company or a joint-stock company).
b) Document preparation
- Guiding clients in preparing the necessary documents and information;
- Prepare investment registration documents to apply for an investment registration certificate;
- Prepare business establishment registration documents and apply for a business registration certificate;
c) Apply for an Investment Registration Certificate (IRC)
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Guiding clients in preparing the necessary documents and information;
- Prepare investment registration documents to apply for an investment registration certificate;
- Prepare business establishment registration documents and apply for a business registration certificate;
c) Apply for an Investment Registration Certificate (IRC)
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Submit the application for an investment registration certificate. After approval, the investor will receive an Investment Registration Certificate (IRC).
- The IRC is an important license confirming the investment project of a foreign investor in Vietnam.
d) Apply for an Enterprise Registration Certificate (ERC)
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Submit the application for an Enterprise Registration Certificate. After approval, the investor will receive an Enterprise Registration Certificate (ERC).
e) Complete post-establishment procedures
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Make a company seal;
- Open a bank account;
- Register for the use of a digital signature;
- Carrying out initial tax procedures and registering for labor, social insurance, etc.
g) Post-establishment legal consulting and services
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Filing tax returns, maintaining accounting records, and preparing financial statements.
- Applying for business licenses and certificates of eligibility for conditional business sectors.
- Applying for work permits, visas, and temporary residence cards for foreign investors.
- Advising on legal procedures related to capital transfer and periodic investment activity reporting.
- Assisting with procedures for changing investment registration if there are adjustments to capital, business sectors, or business forms.
Refer to our business compliance reporting services (See details)
Our foreign-invested company formation service helps foreign investors easily enter the Vietnamese market, saving time and costs when dealing with complex procedures, especially investment licenses and specific legal regulations for foreign investors.
2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
a) 100% foreign-owned company: All investment capital is owned by foreign investors.
b) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
a) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
b) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
c) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
a) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
b) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
c) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
d) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
e) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
a) Documents proving the legal status of the investor
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- For institutional investors: A copy of the Certificate of Incorporation or other equivalent legal document to verify the investor's legal status (must be consularly legalized and translated into Vietnamese).
- For individual investors: A copy of the passport (must be notarized or consularly legalized).
b) Documents proving the financial capacity of the investor
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- For institutional investors:
Financial statements for the two most recent years / Commitment of financial support from the parent company / Commitment of financial institutions / Guarantee of the investor's financial capacity / Documents proving the investor's financial capacity.
- For individual investors:
Confirmation of bank deposit balance/savings account, etc. The minimum amount must equal the expected capital contribution.
These documents must be translated into Vietnamese.
c) Documents regarding the registered office location
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Lease agreement for the office, documents proving the lessor's right to lease (Land use right certificate, construction permit, business registration certificate with real estate business function of the lessor, or equivalent documents).
If you do not have an address to establish a company, you can use Golden Star 's Virtual Office Service.
Virtual office service (Details)
d) Technology documents
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
If the project uses technology, a detailed explanation of technology use must be included, including: name of the technology, origin of the technology, process flow diagram; main technical specifications, usage status of machinery, equipment and main technology lines.
e) Information about the company to be established
Company name, registered office address, business lines, charter capital, legal representative, etc...
Note:
Documents in foreign languages must be translated into Vietnamese and the translations notarized, and legalized by the consular office of a Vietnamese diplomatic mission abroad.
8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Depending on the form of establishing a foreign-invested company, the steps are as follows:
8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
The procedure for establishing a foreign-invested company by registering the investment first (applying for an investment registration certificate) and then registering the business (applying for a business registration certificate) includes 4 specific steps as follows:
Step 1: Applying for an investment registration certificate
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Prepare and submit the application for an investment registration certificate.
- Receive the investment registration certificate.
Step 2: Applying for a business registration certificate
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After receiving the investment registration certificate, the investor applies for a business registration certificate.
- Prepare and submit the application for a Business Registration Certificate.
- Receive the Business Registration Certificate.
Step 3: Make a company seal, open a bank account, register a digital signature, and contribute capital.
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After receiving the Business Registration Certificate, the investor will:
- Make a company seal, open a bank account, and register a digital signature.
- Open a foreign direct investment capital account at the bank.
- The foreign investor contributes capital as stipulated in the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, prepare financial statements, and file tax returns;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
The procedure for establishing a foreign-invested company by establishing the company first (applying for a business registration certificate), then registering the investment later (applying for an investment registration certificate) includes 4 specific steps as follows:
Step 1: Applying for a business registration certificate
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Prepare and submit the application for a business registration certificate.
- Receive the business registration certificate.
Step 2: Making a company seal, opening a bank account, registering a digital signature, contributing capital
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After receiving the business registration certificate, the investor will:
- Make a company seal, open a bank account, register a digital signature.
- Open a foreign direct investment account at the bank.
- Foreign investors contribute capital.
Step 3: Apply for an Investment Registration Certificate
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- Prepare and submit the application for an Investment Registration Certificate.
- Receive the Investment Registration Certificate.
Step 4: Carry out post-establishment procedures.
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Perform tasks such as:
- Apply for operating licenses (applicable to conditional business sectors);
- Maintain accounting records, file taxes, and prepare financial statements;
- Apply for work permits, visas, and temporary residence cards for foreign workers;
- Prepare periodic reports: Such as investment reports, investment monitoring and evaluation reports, labor reports, goods sales reports, etc.
8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
In the case of a foreign investor establishing a company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate, the following 5 steps will be followed:
Step 1: Establishing a 100% Vietnamese-owned company
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
The person establishing the 100% Vietnamese-owned company.
The owner of this company can be a representative of the foreign investor or a representative of our company.
Step 2: Obtain a company seal, open a bank account, and register a digital signature
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After receiving the Business Registration Certificate, the following steps will be taken:
- Obtain a company seal, open a bank account, and register a digital signature.
Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After a 100% Vietnamese-owned company receives its business registration certificate, the foreign investor will proceed with the procedures for registering capital contributions, share purchases, and equity investments in this company.
Foreign investors need to clearly define the amount of capital contribution, the currency of capital contribution, and the business lines (if any changes)...
Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After the registration of capital contribution, share purchase, or capital contribution purchase by the foreign investor is approved by the competent authority of Vietnam, the enterprise opens an investment capital account at the bank, and the foreign investor makes the capital contribution (the capital contribution must be transferred via bank).
Step 5: Carry out the procedure for changing the Business Registration Certificate.
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After the foreign investor makes the capital contribution, the enterprise receiving the capital contribution will carry out the procedures for changing the business registration: changing the owner, changing members, changing the legal representative, changing the business lines.
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
As presented, foreign investors, when investing to establish a company in Vietnam, can choose from two forms:
(1) Establishing a company with an Investment Registration Certificate (Registering investment then establishing a business; or establishing a business then registering investment).
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate (without an investment registration certificate).
Investors who want simpler procedures, especially if the foreign investor is partnering with a Vietnamese investor to do business together, should choose to invest in the form of capital contribution, share purchase, or acquisition of capital contributions of a Vietnamese company.
When foreign investors establish a company through capital contribution or share purchase, they will receive the following benefits:
1) No need to provide documents proving financial capacity (bank deposit balance confirmation) upon establishment; no need to provide documents regarding the business address;
2) Easy procedures for changes during operation: Only changes to information on the Business Registration Certificate are required, similar to businesses with 100% Vietnamese capital, reducing costs for investors.
If foreign investors establish a company by applying for an Investment Registration Certificate, the procedures for changes during operation will be more complex: changes to both the Investment Registration Certificate and the Business Registration Certificate will be required, thus increasing costs.
10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
The following are the services that Thuy Ngoc Law Firm will provide:
- Consulting on the conditions for establishing a foreign-invested company: Foreign investor capital contribution ratio in Vietnam; business conditions for various sectors; project location; notes on procedures before and after establishing a foreign-invested company;
- Advising and guiding investors in preparing necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete application documents;
- Submitting applications for investment licenses and business registration certificates to the competent authorities;
- Monitoring and resolving issues arising during the application process for investment certificates and business registration certificates;
- Receiving the results on behalf of the business from the competent authorities as prescribed;
- Handing over Investment Certificates, Business Registration Certificates, company seals, etc. to businesses;
- Advising on opening investment capital transfer accounts at banks, capital contribution deadlines;
- Assisting with post-establishment procedures such as: Purchasing digital signatures, initial tax declarations, ordering electronic invoices and notifying invoice issuance...
- Providing consulting and services: Accounting, tax declaration, tax consulting, work permits, visas, temporary residence cards… for foreign investors in Vietnam.
11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
No
Services
Implementation Timeframe
(Working Days)
Service fee
(VND 1.000)
1
Procedures for obtaining the Investment Registration Certificate
10 - 20
From 19.000
2
Procedures for registering capital contributions and purchasing equity stakes.
10 - 20
From 19.000
3
Procedures for obtaining the Enterprise Registration Certificate
05 - 10
From 7.500
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
This fee schedule is for reference only, please contact Thuy Ngoc Law Firm for an exact quote.
|
No |
Services |
Implementation Timeframe (Working Days) |
Service fee (VND 1.000) |
|
1 |
Procedures for obtaining the Investment Registration Certificate |
10 - 20 |
From 19.000 |
| 2 | Procedures for registering capital contributions and purchasing equity stakes. | 10 - 20 | From 19.000 |
|
3 |
Procedures for obtaining the Enterprise Registration Certificate |
05 - 10 |
From 7.500 |
Address, email and contact information (See details)
12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
When using the foreign-invested company formation service at Thuy Ngoc Law Firm, clients will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company seal;
4) Bank account opening;
5) Digital signature;
6) Electronic invoices (if purchased);
7) Legal advice during the company formation process.
13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
a) Many years of experience in providing company establishment services
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
With many years of experience in providing company establishment services, Thuy Ngoc Law Firm's professional company establishment services have been trusted and chosen by thousands of partners.
Refer to the introduction information about Thuy Ngoc Law Firm (See details)
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Do you want to save time and costs when establishing a company? Thuy Ngoc Law Firm's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Thuy Ngoc Law Firm will help you.
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a professional legal consulting firm in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, types of taxes, types of invoices, etc., so that businesses can operate legally while optimizing their tax payments.
14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
After obtaining the Business Registration Certificate, customers must perform the following tasks:
- Hang company signs at the company's headquarters.
- Open a company account to conduct transactions with customers and pay taxes electronically.
- Buy digital signatures to sign invoices, declare and pay taxes online, and do electronic banking transactions.
- Purchase electronic invoices and carry out procedures for notification of invoice issuance for use.
- Transfer capital contributions to the company account within 90 days from the date of obtaining the Business Registration Certificate.
- Apply for a work permit for foreigners.
- Register social insurance for employees
- Record accounting books and prepare financial reports;
- Carry out periodic tax declaration and annual tax settlement according to the provisions of tax law.
- Carry out periodic reports according to specialized laws.
15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires many steps:
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Similar to companies with 100% Vietnamese capital, foreign-invested companies in Vietnam must pay the following basic taxes:
- Value Added Tax (VAT) (paid based on declaration. Equal to the difference between output and input in the period);
- Corporate Income Tax (paid based on declaration. Only payable when the company makes a profit, tax rate 15%, 17%, 20% of company profit);
- Personal Income Tax (individuals with income must pay personal income tax as prescribed);
- Export and Import Tax (if there are export and import activities);
- Resource Tax (if there is resource use);
- Special Consumption Tax (if trading in goods subject to special consumption tax).
- Contractor Tax; Other taxes as prescribed;
Question 13: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Yes
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
The annual financial statements of foreign-invested companies must be independently audited in accordance with regulations
Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
ARTICLE CONTENTS
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
- 1- WHAT DO COMPANY ESTABLISHMENT CONSULTING SERVICES FOR FOREIGN INVESTORS IN VIETNAM INCLUDE?
- 2- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
- 3- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 4- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 5- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
- a) Conditions on the subject and nationality of foreign investors
- b) Conditions on business lines
- c) Conditions on market access for foreign investors
- d) Conditions on the headquarters of the company intended to register and the location of the investment project
- e) Conditions on capacity and experience and specific conditions according to the investment field
- 6- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 7- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 8.1) FORM 1: Establishing a foreign-invested company by registering the investment first, then establishing the business.
- 8.2) FORM 2: Establishing a foreign-invested company by establishing the company first, then registering the investment.
- 8.3) FORM 3: Establishing a foreign-invested company through capital contribution, share purchase, or acquisition of capital contributions of a company that already has a business registration certificate.
- Step 1: Establishing a 100% Vietnamese-owned company
- Step 2: Obtain a company seal, open a bank account, and register a digital signature
- Step 3: Complete the procedures for registering capital contributions, share purchases, and equity investments by foreign investors
- Step 4: Open an investment capital account; the foreign investor makes capital contribution and pays for the purchase of shares or capital contributions in the Vietnamese enterprise.
- Step 5: Carry out the procedure for changing the Business Registration Certificate.
- 9- CHOOSING THE FORM OF ESTABLISHING A FOREIGN INVESTED COMPANY IN VIETNAM
- 10- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY THUY NGOC LAW FIRM
- 11- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
- 12- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF THUY NGOC LAW FIRM
- 13- WHY DO YOU CHOOSE COMPANY ESTABLISHMENT SERVICE OF THUY NGOC LAW FIRM?
- 14- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
- 15- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY IN VIETNAM
- 16- ANSWERS TO SOME RELATED QUESTIONS ABOUT COMPANY FORMATION SERVICE IN VIETNAM
- Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
- Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
- Question 3: In what form do foreign investors usually invest in Vietnam?
- Question 4: What factors affect the capital ownership ratio of foreign investors?
- Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
- Question 6: What assets are included in the capital contribution to establish an enterprise?
- Question 7: What is the deadline for contributing investment capital?
- Question 8: Is it mandatory to open a direct investment capital account?
- Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
- Question 10: Can a company name be the same as another company?
- Question 11: Can the address of an apartment be used as a company headquarters?
- Question 12: What types of taxes must a company pay after the company is established?
- Question 13: Is it mandatory to purchase a digital signature after establishing a company?
- Question 14: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
- Question 15: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
- Question 16: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
- Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
- Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
- Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
- Question 20: What is the process for providing company establishment services at Thuy Ngoc Law Firm?
- Question 21: Should you use Thuy Ngoc Law Firm's company establishment service?
