Establishment of foreign-invested enterprises in 2022

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Establishment of foreign-invested enterprises in 2022

Establishing a foreign-invested enterprise is a market entry procedure that foreign investors must perform before they can conduct business activities in Vietnam.

Conditions and procedures for establishing 100% foreign-invested enterprises in 2022 have many new points in terms of investment incentive mechanisms and policies in economic sectors in Vietnam for foreign investors. However, the regulations and procedures for establishing an enterprise continue to be based on the provisions of the Investment Law 2014, the Enterprise Law 2014 and related guiding documents.

Establishment of foreign-invested enterprises in 2022

• Schedule of WTO commitments;

• Law on Investment in 2020, amended and supplemented in 2022 and guiding documents;

• Enterprise Law 2020, amended in 2022 and guiding documents;

• Trade agreements with foreign investors’ nationalities.

• Decree No. 09/2018/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign investors , foreign-invested economic organizations in Vietnam.

Forms of establishment of foreign-invested enterprises

1. Establishment of a foreign-invested company in the form of capital contribution or share purchase

With this form, foreign investors will contribute capital to a Vietnamese company that already has a business registration certificate. Foreign investors, depending on the field of operation, can contribute 1%-100% of capital to a Vietnamese company. Foreign investors will carry out the procedures for buying contributed capital and buying shares of Vietnamese companies. After that, the Vietnamese company became a foreign invested company.

2. Establishment of a foreign-invested company in the form of capital contribution from the beginning

Accordingly, foreign investors will contribute capital right from the start of company establishment in Vietnam. Accordingly, the capital contribution rate of foreign investors, depending on the field of operation, can contribute capital from 1% to 100% of the company’s charter capital.

Dossier for issuance of Investment Registration Certificate

• Written request for investment project implementation.

• Documents proving legal status:

1. For institutional investors: a copy of the Certificate of Establishment or another equivalent document certifying the legal status of the investor being an organization.

2. For individual investors: Copy of identity card/identity card or passport for individual investors.

• Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital. and capital mobilization plan, location, time, investment schedule, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project.

• Documents proving the investor’s financial capacity:

1. For institutional investors: financial statements of the last 2 years of the investor. Or commit to the financial support of the parent company. Or pledge financial support from a financial institution. Or guarantee the financial capacity of the investor. Or documents explaining the investor’s financial capacity.

2. For individual investors: confirm account balance, passbook;

• Head office lease contract, Documents proving the lessor’s right to lease (Certificate of land use right, Construction permit, Certificate of business registration with real estate business function of the lessor. rental or equivalent documents).

• Proposed demand for land use; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation of the project must be submitted. current investment project;

• Explanation of technology use for investment projects, for projects using technology on the list of technologies restricted from transfer in accordance with the law on technology transfer, including the following details: name of the company; technology, technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment and technological lines;

Dossier of application for an enterprise registration certificate

• Business registration application form.

• Company rules.

• List of members (for limited liability companies with two or more members List of founding shareholders and shareholders being foreign investors (list of authorized representatives if there are institutional shareholders).

• Copies of the following papers: Citizenship identification card, People’s identity card, Passport or other lawful personal identification of members being individuals;

• Establishment decision, Certificate of business registration or other equivalent documents of the organization and power of attorney; Citizen’s identity card, people’s identity card, passport or other lawful personal identification of the authorized representative of an organization member

• For a member being a foreign organization, a copy of the Business Registration Certificate or equivalent document must be consularly legalized;

• Deciding on capital contribution and appointment of a manager; List of authorized representatives (for members being organizations);

• Investment registration certificate for investors has been granted.

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