Establishment of 100% foreign-invested enterprises

The establishment of a 100% foreign-owned enterprise is an indispensable result of the ever-expanding integration and development. However, before implementing the procedures for establishment, investors must apply for investment certificates in accordance with the Law on Investment 2014 and guiding documents.

Enterprises with 100% foreign-invested capital are enterprises with 100% charter capital of foreign investors who are members or shareholders. Enterprises with 100% foreign-invested capital are established and operated under the provisions of the Investment Law and the Enterprise Law and guiding documents and are also subject to international treaties that Vietnam Is a member.

What is a 100% foreign-invested enterprise?

  • Type of enterprise with 100% foreign capital is an enterprise established on the basis of Vietnamese law with the owner being a foreign investor who directly invests its capital to conduct production and business activities. in Vietnamese territory. Whereby:
  • An enterprise with 100% foreign capital may be invested by an organization or a foreign individual or may be established by a number of foreign organizations and individuals to conduct business activities;
  • An enterprise with 100% foreign capital has the legal entity status from the date of issuance of the business registration certificate in accordance with the laws of Vietnam, subject to the laws of Vietnam and international treaties to which Vietnam Nam acknowledges, is an independent legal entity, equal to enterprises of all economic sectors.
  • A 100% foreign-owned enterprise may be established in the form of a limited liability company, a Joint Stock Company, a Partnership, only limited liability by the amount of capital put into business.
  • Assets of 100% foreign-owned enterprises are owned by 1 or more foreign organizations and individuals.
  • Enterprises with 100% foreign capital managed by foreign organizations and individuals themselves are responsible for their business results. (The Vietnamese State only manages through issuing investment licenses and checking whether they comply with the law or not. The Vietnamese State does not intervene in the management of 100% foreign-owned enterprises. ).

Order and procedures for granting Investment Registration Certificate

The investment registration certificate is the first procedure when it is necessary to establish a 100% foreign-invested enterprise, in order to carry out this procedure, the investor needs to:

  • Step 1: Investors fully prepare the Application for Investment Certificate in accordance with the law. (You can see reference information about investment registration documents on our website)
  • Step 2: The investor submits the application file for the Investment Registration Certificate at the Department to receive the dossier and returns the results of administrative procedures at the Investment Registration Authority in accordance with the regulations. After checking the completeness and validity of the application for a certificate. The application receiving department will give a receipt to the investor and make an appointment to return the result.
  • Within 15 – 20 working days from the date of receipt of a complete and valid dossier for projects not subject to investment owner decision
  • Within 5 – 10 days from the date of receiving the investment owner’s decision document of the corresponding level for projects subject to approval of the investment program owner.
  • The investment registration agency will return the results of application for an investment registration certificate to investors according to regulations.
  • Step 3: Based on the time indicated on the appointment letter, the investor shall contact directly with the receiving and returning department of the Investment Registration Agency to receive the Investment Registration Certificate. according to the law.

After being granted the Investment Registration Certificate, the investor continues to carry out the business registration procedures in accordance with the Enterprise Law.

The order and procedures for establishing 100% foreign-invested enterprises

After obtaining the investment certificate, it is time for the enterprise to conduct a dossier to establish a 100% foreign-invested enterprise.

  • Step 1. Enterprises should prepare all the following documents:
  1. Request for business registration in the form prescribed by Circular No. 20/2015 / TT-BKHĐT;
  2. The charter of the company is fully signed by the members / founding shareholders and the legal representative of the enterprise;
  3. List of company members, members are foreign investors / founding shareholders and shareholders are foreign investors. List of authorized representatives for foreign shareholders is an organization
  4. Valid copies of the following documents:
  5. Personal identification papers for individual members / shareholders
  6. Establishment decision or business registration certificate or other equivalent document, one of the personal identification papers of the authorized representative and the authorized document corresponding to the case of the person establishing the business karma is an organization;
  7. Investment registration certificate for an enterprise established or joined by a foreign investor or a foreign-invested economic organization in accordance with the Investment Law and its guiding documents conduct.
  • Step 2. Enterprises directly come to file at the Business Registration Office – Department of Planning and Investment of provinces and cities.
  • An investor or an authorized person shall carry out the business registration procedures to submit an application for business registration and payment of fees at the Business Registration Office where the enterprise is headquartered.
  • Upon receiving the dossier, the Business Registration Office issues a receipt.
  • Step 3. Receive results of company registration
  • Within three working days from the date of receipt of a valid application file from the enterprise, the Business Registration Office shall issue an Enterprise Registration Certificate at the OSS Department of the Business Registration Office.
  • In case of invalid dossiers, the Business Registration Office will notify the establishment of the enterprise with 100% foreign investment capital in writing and state the reason for the refusal to grant the business registration certificate.
  • Step 4. Procedures after establishment of enterprises
  • Carry out procedures for announcement of business registration information at the Business Registration Agency.
  • Engrave the enterprise seal and post a notice on the use of the enterprise seal template on the national electronic portal on business registration.
  • Implement procedures for initial declaration and payment of taxes for enterprises.
  • Open a bank account and notify the business registration office and tax administration agency directly.
  • Other procedures as prescribed by law.
  • Step 5. Implementation of investment projects
  • After completing all the above procedures, the enterprise will officially go into operation as prescribed on the Investment Registration Certificate and Business Registration Certificate.
  • At the same time, businesses in their operations must also comply fully with the provisions of Vietnamese law as well as international treaties to which Vietnam is a member country. If there is any change or adjustment issue, please report back to the business registration office or the direct management agency of the enterprise in accordance with regulations.

Above are the contents related to the establishment of 100% foreign-owned enterprises. If you have any questions, please contact us directly for advice from our specialists.

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