FOREIGN-INVESTED COMPANY INCORPORATION SERVICES IN VIETNAM THROUGH THE INVESTMENT REGISTRATION METHOD
Email, phone number and contact address (See details)
----------
1. WHAT ARE FOREIGN-INVESTED COMPANY INCORPORATION SERVICES?
Foreign-invested company incorporation services are professional services that assist foreign investors in establishing a business in Vietnam while ensuring compliance with specific legal regulations applicable to foreign investors.
The procedures for establishing a foreign-invested company are more complex than those for a company wholly owned by Vietnamese individuals or entities, as they are subject to separate regulations and conditions regarding investment, business sectors, capital ownership ratios, and related legal procedures.
2. FOREIGN-INVESTED COMPANY INCORPORATION SERVICES THROUGH THE INVESTMENT REGISTRATION METHOD GENERALLY INCLUDE THE FOLLOWING TASKS
a) Initial Legal Consultation
Answering questions regarding legal regulations related to foreign investment.
Advising on conditional business lines and the foreign ownership ratio permitted in each sector.
Advising on the most suitable type of company (such as a limited liability company or joint stock company).
b) Preparation of Investment Registration Dossier
Drafting the investment registration dossier, including the investment proposal, documents proving the investor’s financial capacity, passport of an individual investor, or business registration certificate of an institutional investor.
Drafting the enterprise incorporation dossier.
c) Submission of Application and Obtaining the Investment Registration Certificate (IRC)
Assisting with submission of the application to the competent authority and monitoring the approval process. Upon approval, the investor will receive the Investment Registration Certificate (IRC).
The IRC is an important license confirming the foreign investor’s investment project in Vietnam.
d) Obtaining the Enterprise Registration Certificate (ERC)
After obtaining the IRC, we will proceed with the application for the Enterprise Registration Certificate (ERC) for the establishment of the company.
e) Completion of Post-Registration Procedures
Assisting with company seal procedures.
Guiding the opening of a bank account.
Carrying out initial tax registration procedures.
g) Post-Incorporation Legal Advisory and Services
Tax filing, bookkeeping, and preparation of financial statements.
Obtaining 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 remittance and periodic investment activity reports.
Assisting with amendments to investment registration in case of changes to capital, business lines, or business structure.
Compliance Reporting Services For Enterprises (See details)
Foreign-invested company incorporation services help foreign investors enter the Vietnamese market more easily, saving time and costs when dealing with complex procedures, especially investment licensing and specific legal regulations applicable to foreign investors.
3. WHAT IS A FOREIGN-INVESTED COMPANY IN VIETNAM?
Under Vietnamese law, a foreign-invested company in Vietnam is a company in which a foreign investor is a member or shareholder.
A foreign investor means an individual holding foreign nationality or an organization established under foreign law that carries out investment and business activities in Vietnam.
Accordingly, foreign-invested companies in Vietnam include:
- 100% foreign-owned companies: All investment capital is owned by foreign investors.
- Companies with foreign capital contribution: Companies with capital contributed by foreign individuals or organizations established under foreign law, regardless of the percentage of ownership.
4. TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors may choose when establishing a business are as follows:
- One-Member Limited Liability Company
A one-member limited liability company is an enterprise whose charter capital is wholly owned by one individual or one organization. The owner is liable for the company’s debts and other property obligations only to the extent of the company’s charter capital.
- Multi-Member Limited Liability Company
A multi-member limited liability company is an enterprise with from two to a maximum of fifty members, who may be individuals, organizations, or both. The members own the entire charter capital of the company in proportion to their capital contributions and are liable for the company’s debts and other property obligations only to the extent of the capital they have contributed.
- Joint Stock Company
A joint stock company is an enterprise whose charter capital is divided into equal portions called shares, and the members of the company are shareholders owning one or more shares.
A joint stock company must have at least three shareholders, with no maximum limit on the number of shareholders.
5. CONDITIONS FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors must satisfy the following conditions:
a) Conditions Regarding the Investor’s Legal Status and Nationality
The investor must be an individual aged 18 or above, or an organization/business entity from a country that is a member of the WTO or has entered into a bilateral investment treaty with Vietnam.
b) Conditions Regarding Business Sectors
Foreign investors may only establish companies operating in sectors permitted under Vietnamese law.
c) Market Access Conditions for Foreign Investors
Market access conditions for foreign investors are regulated under the List of Sectors and Trades with Restricted Market Access for Foreign Investors, including:
- Foreign ownership ratio in an economic organization;
- Form of investment;
- Scope of investment activities;
- Investor capacity; and other applicable requirements.
d) Conditions Regarding the Proposed Registered Office and Investment Project Location
Unlike Vietnamese-owned companies, when establishing a foreign-invested company, foreign investors must provide documents proving the company’s registered office and the location for implementation of the investment project at the time of submission of the incorporation dossier.
Accordingly:
The investor must have a location for implementation of the investment project in Vietnam through a premises lease agreement, house lease agreement, land lease agreement, together with lawful ownership/land use documents of the lessor to be used as the company’s registered office and project location.
For manufacturing project locations, the premises must be eligible for real estate leasing according to the land use right certificate and enterprise registration certificate of the lessor, and must be located in an industrial cluster or industrial zone.
The registered office of the company implementing the project may not be located in an apartment building. The incorporation dossier must include the office lease agreement, project location lease agreement, and notarized legal documents of the lessor.
e) Conditions Regarding Experience, Capacity, and Industry-Specific Requirements
Foreign investors must satisfy specific conditions applicable to conditional business sectors for foreign investors.
In certain sectors, foreign investors are required to prove their professional capacity and experience relevant to the proposed investment field.
6. CHARTER CAPITAL OF A FOREIGN-INVESTED COMPANY IN VIETNAM
Vietnamese law does not prescribe a minimum or maximum charter capital amount, except in certain cases involving conditional business sectors where statutory capital or deposit requirements apply. Therefore, investors may determine an appropriate charter capital amount based on their actual needs.
For business sectors that require statutory capital (for example: security services, banking, securities, insurance, etc.) or require a mandatory deposit (such as film production services, labor outsourcing services, etc.), the minimum charter capital must be equal to the statutory capital or deposit amount as required by law.
Depending on the financial capacity of the owner and the intended business operations, the enterprise may determine its specific charter capital amount. In practice, businesses usually consider the following factors when deciding charter capital:
- The financial capacity of the owner;
- The scope and scale of the company’s operations;
- The actual operating costs of the company after establishment;
- Business projects or contracts entered into with partners; and other relevant factors.
7. DOCUMENTS AND INFORMATION REQUIRED 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 Foreign Investor
For institutional investors:
A copy of the Certificate of Incorporation or other equivalent legal documents verifying the investor’s legal status.
For individual investors:
A copy of the passport / identification card.
b) Documents Proving the Investor’s Financial Capacity
For institutional investors:
- Audited financial statements for the most recent two years;
- Financial support commitment from the parent company;
- Financial commitment from a financial institution;
- Guarantee of the investor’s financial capacity; or
- Other documents proving the investor’s financial capability.
For individual investors:
- Bank balance confirmation;
- Savings account book/passbook; or similar financial documents.
c) Office Premises Documents
- Office lease agreement;
- Documents proving the lessor’s right to lease the premises, such as:
- Land Use Rights Certificate;
- Construction Permit;
- Enterprise Registration Certificate showing real estate business functions of the lessor; or
- Equivalent legal documents.
d) Technology Documents
If the project uses technology, an explanation on the use of technology must be submitted for projects subject to such requirement, including:
- Name of the technology;
- Origin of the technology;
- Technology process flowchart;
- Main technical specifications;
- Current condition of machinery, equipment, and main production lines.
e) Information on the Proposed Company
- Company name;
- Registered office address;
- Business lines;
- Charter capital;
- Legal representative; and other relevant information.
Note:
Documents in foreign languages must be translated into Vietnamese, the translation must be notarized, and the original foreign documents must be consular legalized by the Vietnamese diplomatic mission abroad.
8. STEPS FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM THROUGH THE INVESTMENT REGISTRATION METHOD
The procedure for establishing a foreign-invested company through the investment registration method, in which the foreign investor contributes from 1% to 100% of the capital at the time the company is established, includes the following eight specific steps:
Step 1:
Prepare and submit the application dossier for the issuance of the Investment Registration Certificate.
Step 2:
Obtain the Investment Registration Certificate.
Step 3:
Prepare and submit the application dossier for the issuance of the Enterprise Registration Certificate.
Step 4:
Obtain the Enterprise Registration Certificate.
Step 5:
Make the company seal and open an investment capital account at a bank.
Step 6:
The investor contributes capital to the company.
Step 7:
Carry out post-incorporation procedures, such as tax declarations, bookkeeping, periodic reporting, and related compliance matters.
Step 8:
Apply for a Business License or Certificate of Eligibility for Operation (if applicable, for conditional business sectors).
9. FOREIGN-INVESTED COMPANY INCORPORATION SERVICES IN VIETNAM PROVIDED BY THUY NGOC LAW
The following are the services that Thuy Ngoc Law will perform:
- Advising on the conditions for establishing a foreign-invested company, including: foreign ownership ratio in Vietnam, business conditions for specific sectors, project location requirements, and important notes on procedures before and after incorporation;
- Advising and guiding investors in preparing the necessary documents for establishing a foreign-invested company;
- Advising on the process and procedures for obtaining the Investment Registration Certificate and establishing the enterprise;
- Preparing the complete application dossier;
- Submitting applications for the Investment Registration Certificate and Enterprise Registration Certificate to the competent authorities;
- Monitoring the application process and handling issues arising during the licensing process;
- Representing the company in receiving results from the competent authorities;
- Delivering the Investment Registration Certificate, Enterprise Registration Certificate, company seal, and other relevant documents to the company;
- Advising on opening an investment capital account and capital contribution deadlines;
- Assisting with post-incorporation procedures such as purchasing a digital signature, initial tax registration, ordering e-invoices, and notification of invoice issuance;
- Advising on and providing additional services such as accounting services, tax filing, tax advisory, work permits, temporary residence cards, and related services for foreign investors in Vietnam.
10. SERVICE FEES AND TIMEFRAME FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM PROVIDED BY THUY NGOC LAW
This fee schedule is for reference purposes only. Please contact Thuy Ngoc Law for an accurate quotation.
|
No |
Services |
Implementation Timeframe (Working Days) |
Service fee (VND 1.00) |
|
1 |
Procedures for obtaining the Investment Registration Certificate |
10 - 20 |
From 19.000 |
|
2 |
Procedures for obtaining the Enterprise Registration Certificate |
05 - 10 |
From 6.500 |
The service fee will depend on the legal status of the investor, the registered business lines, the number of foreign investors, and other relevant factors.
Please contact us for a detailed quotation.
Email, phone number and contact address (See details)
11. RESULTS CLIENTS RECEIVE WHEN USING THUY NGOC LAW’S FOREIGN-INVESTED COMPANY INCORPORATION SERVICES IN VIETNAM
When using Thuy Ngoc Law’s foreign-invested company incorporation services, clients will receive the following results:
- Investment Registration Certificate;
- Enterprise Registration Certificate;
- Company seal;
- Bank account opening dossier;
- Digital signature;
- Initial tax procedures for the newly established company;
- Free legal consultation during the company incorporation process.
12. WHY CHOOSE THUY NGOC LAW’S FOREIGN-INVESTED COMPANY INCORPORATION SERVICES IN VIETNAM?
a) Many Years of Experience in Company Incorporation Services
With many years of experience in providing company incorporation services, Thuy Ngoc Law’s professional incorporation services have been trusted and selected by thousands of clients and partners.
Refer to the introduction of Thuy Ngoc Law Firm LLC (See details).
b) Dedicated and Enthusiastic Consultation
Clients will receive direct consultation from our advisors regarding business line codes, charter capital, company establishment conditions, and other matters suitable for each client’s business needs.
c) Saving Time and Costs
Do you want to save time and costs when establishing a company? Thuy Ngoc Law’s professional incorporation services will help you save both time and expenses throughout the process.
d) Fast Incorporation Timeframe
Are you looking for a professional company incorporation service provider with fast processing time, accurate procedures, professional service, dedicated support, and reasonable pricing? Thuy Ngoc Law is ready to assist you.
e) Support for Accounting and Tax Matters
Company registration is only the initial stage and represents a small part of a business’s overall operations. Post-incorporation matters, especially taxation, accounting, and legal compliance in business operations, are far more important and directly affect business performance.
As a company specializing in accounting and tax procedures in Vietnam, Thuy Ngoc Law will advise on tax calculation methods, applicable taxes, invoice types, and related matters so that your business can operate lawfully while optimizing tax obligations.
13. MATTERS TO BE HANDLED AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
After obtaining the Enterprise Registration Certificate, the client must carry out the following tasks:
Install the company signboard at the registered head office.
Open a corporate bank account for convenient transactions with clients and electronic tax payments.
Purchase a digital signature for signing invoices, filing taxes online, and conducting e-banking transactions.
Purchase electronic invoices and complete the invoice issuance notification procedures for use.
Transfer the capital contribution into the company’s bank account within 90 days from the date of issuance of the Enterprise Registration Certificate.
Apply for work permits for foreign employees.
Register social insurance for employees.
Maintain accounting books and prepare financial statements.
Carry out periodic tax filings and annual tax finalization in accordance with tax regulations.
Submit periodic reports as required under specialized laws and regulations.
14. TAXES PAYABLE BY FOREIGN-INVESTED COMPANIES IN VIETNAM
Similar to companies wholly owned by Vietnamese individuals or entities, foreign-invested companies in Vietnam are required to pay the following basic taxes:
Value Added Tax (VAT): Declared periodically and payable based on the difference between output VAT and input VAT during the tax period.
Corporate Income Tax (CIT): Declared periodically and payable only when the company generates taxable profits. Applicable tax rates may be 15%, 17%, or 20%, depending on the specific circumstances and incentives.
Import and Export Duties: Applicable if the company engages in import or export activities.
Natural Resources Tax: Applicable if the company uses natural resources.
Special Consumption Tax: Applicable if the company trades in goods or services subject to special consumption tax.
15. ANSWERS TO SOME FREQUENTLY ASKED QUESTIONS REGARDING FOREIGN-INVESTED COMPANY INCORPORATION SERVICES IN VIETNAM
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company wholly owned by Vietnamese investors?
Answer:
Yes. Establishing a foreign-invested enterprise is more complex and time-consuming than establishing a company wholly owned by Vietnamese investors because it requires two separate procedures:
Applying for the Investment Registration Certificate; and
Applying for the Enterprise Registration Certificate.
Question 2: Can foreign investors contribute charter capital in cash or by bank transfer?
Answer:
Foreign investors may contribute capital in Vietnamese Dong or freely convertible foreign currency. However, the capital contribution must be made by bank transfer through the investment capital account opened at a commercial bank.
Question 3: What are the common forms of investment used by foreign investors in Vietnam?
Answer:
Foreign investors commonly invest in Vietnam through the following two methods:
a) Establishing a new economic organization from the outset; and
b) Contributing capital, purchasing shares, or acquiring capital contributions in a company that already has an Enterprise Registration Certificate.
Question 4: What factors affect the ownership ratio of foreign investors?
Answer:
The ownership ratio of foreign investors depends mainly on two factors:
The registered business sector(s); and
The provisions of applicable international investment treaties.
Question 5: In what cases are foreign investors not subject to ownership ratio restrictions?
Answer:
Foreign investors may not be subject to ownership ratio restrictions if the investment is not governed by any applicable international treaty and does not fall within the list of business sectors subject to foreign ownership limitations.
In such cases, the ownership ratio of foreign investors may be unrestricted and can be up to 100%.
Question 6: What assets may be used as capital contribution for establishing an enterprise?
Answer:
Pursuant to Article 34 of the Law on Enterprises 2020, assets that may be contributed as capital include:
Vietnamese Dong, freely convertible foreign currency, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
Only individuals or organizations that are the lawful owners of such assets or have lawful rights to use such assets may use them for capital contribution in accordance with the law.
Question 7: What is the timeline for making the investment capital contribution?
Answer:
The investor must contribute the investment capital within the timeline recorded in the Investment Registration Certificate.
If the investor fails to contribute the full amount within the committed deadline, an extension of the capital contribution period may be required (if there is a legitimate reason). Late extension or delayed contribution may result in administrative penalties.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
Under Vietnamese 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 for transactions related to foreign direct investment activities in Vietnam.
Accordingly, foreign investors are required to open a direct investment capital account and contribute capital to this account within the prescribed timeline.
Question 9: What happens if the company does not receive the full registered capital contribution after incorporation?
Answer:
The Law on Enterprises requires members/owners/shareholders of a multi-member limited liability company, one-member limited liability company, or joint stock company to fully contribute the registered charter capital within 90 days from the date of issuance of the Enterprise Registration Certificate.
If the full charter capital is not contributed within the above period, the company must register an adjustment of charter capital with the business registration authority within 30 days from the last date on which full capital contribution was required.
If the company fails to make such adjustment after the prescribed period, it may be subject to administrative penalties in accordance with the law.
Question 10: Is it allowed to register a company name identical to another company?
Answer:
No.
A company name is recognized nationwide in Vietnam and must be unique. Therefore, to avoid confusion, you may not register a company name identical to a company that has already been established and is still operating.
A company name generally consists of three parts:
“Company”;
The legal form (Limited Liability Company or Joint Stock Company); and
The proper name.
The proper name must not be identical to that of another existing company, even if the legal form is different.
Question 11: Can an apartment unit be used as the registered office of a company?
Answer:
No.
A residential apartment intended solely for living purposes may not be used as the registered office of a company.
However, an apartment in a mixed-use building with both residential and office functions (such as an officetel unit) may be used as the company’s registered office, subject to applicable regulations.
Question 12: What taxes must a company declare and pay after incorporation?
Answer:
After incorporation, a company must declare and pay the following taxes, where applicable:
Value Added Tax (VAT): Declared periodically and calculated based on the difference between output VAT and input VAT during the tax period.
Corporate Income Tax (CIT): Declared periodically and payable only when the company earns taxable profits. Applicable tax rates may be 15%, 17%, or 20%, depending on the circumstances and incentives.
Import and Export Duties: If the company engages in import or export activities.
Natural Resources Tax: If the company exploits or uses natural resources.
Special Consumption Tax: If the company trades in goods or services subject to this tax.
Question 13: Is it mandatory to purchase a digital signature after company incorporation?
Answer:
Yes, it is mandatory.
After establishing a company, a digital signature is required in order to submit tax filings and perform other electronic procedures in accordance with Vietnamese regulations.
Question 14: If there are no output or input invoices after incorporation, is the company still required to submit tax filings?
Answer:
Yes.
Under Vietnamese law, even if the company has no output invoices or input invoices, it is still required to submit tax declarations, maintain accounting records, prepare financial statements, and conduct annual tax finalization.
Question 15: If our company has no output or input invoices, do we still need to maintain accounting books and prepare financial statements?
Answer:
Yes.
Under Vietnamese law, even if there are no output or input invoices, the enterprise is still required to maintain accounting books and prepare financial statements.
Question 16: How does the amount of investment capital contribution relate to the issuance of work permits for investors and representatives of foreign organizations investing in Vietnam?
Answer:
Investment capital not only demonstrates the investor’s financial capacity when investing in Vietnam, but may also be a basis for determining whether the investor is exempt from obtaining a work permit.
If an investor is the owner or a capital-contributing member of a limited liability company with a contributed capital value of VND 3 billion or more, the investor may be eligible for work permit exemption in Vietnam, subject to applicable regulations.
If the contributed capital is less than VND 3 billion, the investor is generally not eligible for such exemption and may be required to apply for a work permit.
Question 17: How does the investment capital contribution amount relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
If the contributed capital is less than VND 3 billion, the investor is generally not eligible for a temporary residence card and may only be granted a DT4 visa with a validity of up to 12 months.
If the contributed capital is from VND 3 billion to under VND 50 billion, the temporary residence card may be granted for up to 03 years.
If the contributed capital is from VND 50 billion to under VND 100 billion, the temporary residence card may be granted for up to 05 years.
If the contributed capital is VND 100 billion or more, the temporary residence card may be granted for up to 10 years.
Question 18: How does the investment capital contribution amount relate to investor visa issuance in Vietnam?
Answer:
Vietnam currently classifies investor visas into four categories based mainly on the contributed investment capital value:
DT1: Granted to foreign investors or representatives of foreign organizations with contributed capital of VND 100 billion or more, or investment in sectors/areas entitled to investment incentives. Validity: up to 05 years.
DT2: Granted to investors with contributed capital from VND 50 billion to under VND 100 billion, or investment in encouraged sectors. Validity: up to 05 years.
DT3: Granted to investors with contributed capital from VND 3 billion to under VND 50 billion. Validity: up to 03 years.
DT4: Granted to investors with contributed capital of under VND 3 billion. Validity: up to 12 months.
Question 19: When is it necessary to obtain a Certificate of Eligibility, business license, or sub-license?
Answer:
When an enterprise operates in a conditional business sector, it must obtain the relevant Certificate of Eligibility, business license, or specialized sub-license issued by the competent authority.
If the business sector is not conditional, such licenses are generally not required.
Examples:
For a foreign-invested company engaging in retail sale of goods or establishing a retail outlet: a Business License and/or Retail Outlet License may be required.
For international travel services (inbound tourism): foreign investors are generally allowed to conduct inbound tourism activities subject to licensing conditions.
For foreign language training services: approvals may be required from the Department of Education and Training, and an operating license must be obtained before commencing operations.
Question 20: What is the service process for company incorporation at Thuy Ngoc Law Firm?
Answer:
The basic service process includes:
Step 1: Receive the client’s request and provide a quotation.
Step 2: Draft and sign the service agreement.
Step 3: Provide consultation and prepare the application dossier.
Step 4: Submit the dossier and obtain the results.
Step 5: Deliver the completed documents.
Thuy Ngoc Law staff will hand over the Enterprise Registration Certificate, company seal, and other relevant documents to the client.
Question 21: Should I use Thuy Ngoc Law Firm’s company incorporation services?
Answer:
Yes, for the following reasons:
a) Many years of experience in business registration advisory services;
b) Professional expertise and practical experience in company incorporation;
c) Highly qualified and experienced personnel;
d) Dedicated client support;
e) Reasonable service fees.
Are you looking for foreign-invested company incorporation services?
To receive consultation on our services and service fees for establishing a company in Vietnam, please contact Thuy Ngoc Law Firm through the following information:
Email, phone number and contact address (See details)
Thuy Ngoc Law is committed to meeting clients’ needs in a professional, reliable, and efficient manner.
