What are the procedures for establishing a foreign-invested company? Are you a foreign investor or a partner looking to establish a foreign owned company? Are you looking to invest in Vietnam but do not know where to start? You are wondering how to set up a foreign-invested company? Let’s join Luatvn.vn with the Hotline / Zalo number; 0763387788 go find the answer below the analysis based on practical experience below.
- Thành lập công ty: (Open a company)
- Đầu tư nước ngoài: (Foreign investment)
- Established a reputable company
- Foreign investment;
Who is authorized to establish a foreign invested company?
The persons with the right to establish a foreign-invested company are listed and clearly defined in the following law:
Article 18 of the Law on Enterprises 2014: The right to establish, contribute capital, buy shares, purchase capital contributions and manage enterprises
1. Organizations and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of this Law, except the case specified in Clause 2 of this Article.
2. The following organizations and individuals are not entitled to establish and manage enterprises in Vietnam:
a) State agencies, units of people’s armed forces use state assets to set up business enterprises to make profits for their own agencies or units;
b / Cadres, public employees and public employees in accordance with the law on cadres, public employees and public employees;
c) Officers, non-commissioned officers, professional servicemen, defense workers and officers in agencies and units of the People’s Army; professional officers and non-commissioned officers in agencies and units of the Vietnam People’s Public Security, except for those who are appointed as authorized representatives to manage the State’s contributed capital in enterprises;
d) Officials leading and managing professional operations in State enterprises, except for those appointed as authorized representatives to manage the State’s contributed capital in other enterprises;
dd) Minors; a person with limited civil act capacity or lost civil act capacity; organizations have no legal status;
e) Persons who are being examined for penal liability, serving imprisonment sentences, decisions on administrative handling at compulsory detoxification establishments, compulsory educational establishments or banned from business practice, holding positions case or do certain jobs, related to business as decided by the Court; in other cases according to the provisions of law on bankruptcy, prevention of corruption.
If so requested by the business registration agency, the enterprise registration registrant must submit the judicial record card to the business registration agency.
3. Organizations and individuals have the right to contribute capital, purchase shares, purchase capital contributions to joint-stock companies, limited liability companies or partnerships in accordance with this Law, except for the following cases:
a) State agencies and units of people’s armed forces use state assets to contribute capital to enterprises to gain profits for their own agencies or units;
b) The subjects are not allowed to contribute capital to enterprises in accordance with the law on cadres and civil servants.
The current forms of investment to establish foreign-owned companies in Vietnam
1. Investors may set up economic organizations in accordance with law. Before establishing an economic organization, the foreign investor must have an investment project, carry out the procedures for issuance of an investment registration certificate as prescribed in Article 37 of this Law and must satisfy the following conditions. here:
a) Ratio of ownership of charter capital as prescribed in Clause 3 of this Article;
b) The form of investment, the scope of activities, the Vietnamese partner’s participation in the investment activities and other conditions in accordance with the international treaties to which the Socialist Republic of Vietnam is a signatory.
2. Foreign investors implementing investment projects through economic organizations established under the provisions of Clause 1 of this Article, except for the case of making investment in the form of capital contribution, share purchase or capital contribution or investment under the contract.
3. Foreign investors may own an unlimited charter capital in a business organization, except in the following cases:
a) Ownership ratio of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
a) Purchase shares of a joint stock company from the company or its shareholders;
b) Buying capital contributions from members of limited liability companies to become members of limited liability companies;
c) Purchase of equity interests of capital contributors in partnerships to become capital contributors of partnerships;
d) Buying stakes from members of other economic organizations other than those specified at Points a, b and c of this Clause.
3. Capital contribution, share purchase, capital contribution by foreign investors in the forms specified in Clauses 1 and 2 of this Article must satisfy the conditions specified at Points a and b, Clause 1, Article 22. of this Law.
1. An investor shall carry out the procedures for registration of capital contribution, share purchase, or capital contribution to an economic organization in the following cases:
a) Foreign investors contribute capital, purchase shares, or contribute capital to economic organizations operating in conditional business investment sectors or trades applicable to foreign investors;
b) Contribution of capital, purchase of shares or capital contribution leads to foreign investors, economic organizations specified in Clause 1, Article 23 of this Law holding 51% of charter capital or more of economic organizations. .
2. Application for registration of capital contribution, share purchase, capital contribution:
a) The written registration for capital contribution, share purchase, or capital contribution includes: information about the economic organization in which the foreign investor is expected to contribute capital, purchase shares or capital contribution; ratio of foreign investors’ ownership in charter capital after capital contribution, share purchase, capital contribution to economic organizations;
b) Copy of identity card, ID card or passport for individual investor; a copy of the Certificate of Establishment or another equivalent document certifying the legal status of the institutional investor.
Profile of company with foreign investment
Foreigners directly investing in establishing foreign-invested companies in Vietnam need to prepare:
• A certified copy of the passport of the foreign individual.
• Lease contract for company headquarters / location of investment project.
• A legal statement of the bank’s account balance.
For foreign investors being organizations
• Certified copy of business registration certificate, consular legalized
• Audited financial statements or certified by the tax authority in the most recent year, consular legalized
• Copy of ID card or passport of certified representative
• The company’s charter
• Authorization document of the organization for the representative of the capital contribution in the company to be established in Vietnam
• Profile proving experience and financial capacity of foreign investors
Questions and answers about procedures for establishing a foreign-invested enterprise should be consulted:
The standard corporate income tax rate (CIT) rate is 20%,
Particularly for the search, exploration and extraction of oil and gas in Vietnam, the tax rate of 32% -50%, the search, exploration and exploitation of rare natural resources (including including: platinum, gold, silver, tin, precious stones, rare earth except oil and gas) the tax rate of 50%.
6. Procedures for setting up foreign invested companies
• Step 1: Apply for an investment certificate with a business investment project in Vietnam (Submit and apply for permission from relevant ministries)
• Step 2: Apply for a business registration license
• Step 3: Receive the result and complete the investor tax procedures
7. What is the difference between foreign-invested enterprises and foreign enterprises?
Foreign enterprises are established according to the procedures and procedures prescribed by foreign laws.
Foreign-invested enterprise in Vietnam means a company established and operating under the provisions of Vietnamese law.
Under the provisions of Article 67 of Decree 78/2015 / ND-CP, the subjects entitled to business household registration are Vietnamese citizens who are full 18 years old, have full legal capacity and civil act capacity; Households have the right to establish business households and the obligation to register business households according to regulations.
As a result, foreigners cannot set up business households. If you want to invest in business in Vietnam, you need to ask someone with Vietnamese nationality to act on behalf of the business household or carry out investment procedures and business registration in Vietnam.
9. Service of establishing a prestigious foreign capital company in Ho Chi Minh City?
With many years of experience in the field of applying for a license to establish a business with foreign elements in Vietnam, luatvn.vn is committed to consulting to help you better understand procedures, legal regulations as well as environment. investment school in Vietnam most clearly, consulting investors’ questions.