Establishment of company with 100% FDI in Vietnam

According to 2014 Investment Law, an establishment of company with 100% FDI is as below:

Step1: Applying for Decision on investment plan

Overseas investor coming to Vietnam to carry out projects should apply for the Certificate of Investment Registration. However, before applying for the Certificate of Investment Registration, in some cases, the investor should apply for Decision on investment plan.

Dossier includes:

1. Proposal to carry out the investment project;

2. Copies of:

– ID Card or passport for investors being individuals;

– Certificate of Business Registration or equivalent documentation of legal entity for investors being organizations;

3. Proposal of investment project includes following contents: project investor, investment goal, investment scale, capital and capital calling method, location, term, investment progress, labor demand, incentives, assessment on socio-economic achievements and impacts of the project;

4. Copy of one of following documents:

– Investor’s financial statements in 02 latest years;

– Financial support commitment of the holding company;

– Financial support commitment of the financial institution;

– Guarantee on investor’s financial capacity;

– Presentation on investor’s financial capacity;

5. Proposal of land use demand; if not applying for land assignment, lease or change of land use purpose, copy of premises rental agreement or other documentation of investor’s right to use the premises for the investment project;

6. Presentation on to-be-used technologies includes following contents; technology name, origin, diagram; key technical data, status of machine, equipment and line for projects applying technologies named in the List of less-transferred technologies;

7. BCC contract for the BCC investment projects.

*Note: For investment projects not requiring the Decision on investment plan, this step is not necessary.

Schedule:  35 – 40 working days of receiving the legal dossiers.

Step 2: Applying for the Certificate of Investment Registration

In following cases, the investor should apply for the Certificate of Investment Registration:

– Investment project of the overseas investor;

– Investment project of following economic organizations:

+ The overseas investor holds not less than 51% of total charter capital or majority of members are foreigners if the economic organization is a joint venture company;

+ The economic organization holds not less than 51% of total charter capital;

+ The overseas investor and economic organization hold not less than 51 % of total charter capital.

Dossier includes:

1. Proposal to carry out the investment project;

2. Copy of ID Card or passport for individual investor. Copy of Establishment Certificate or equivalent documentation of legal entity for organizational investor;

3. Proposal of investment project includes following contents: project investor, investment goal, investment scale, capital and capital calling method, location, term, investment progress, labour demand, incentives, assessment on socio-economic achievements and impacts of the project;

4. Copy of one of following documents:

– Investor’s financial statements in 02 latest years;

– Financial support commitment of the holding company;

– Financial support commitment of the financial institution;

– Guarantee on investor’s financial capacity;

– Presentation on investor’s financial capacity;

5. Proposal of land use demand; if not applying for land assignment, lease or change of land use purpose, copy of premises rental agreement or other documentation of investor’s right to use the premises for the investment project;

6. Presentation on to-be-used technologies includes following contents; technology name, origin, diagram; key technical data, status of machine, equipment and line for projects applying technologies named in the List of less-transferred technologies;

7. BCC contract for the BCC investment projects.

Schedule:

– For investment projects not requiring the Decision on investment plan, this step is not necessary: 15 – 20 working days of receiving the dossiers.

– For investment projects requiring the Decision on investment plan: 05 – 10 working days of receiving the investor’s Decision on investment plan.

Step 3: Establishment of the enterprise and the Certificate of Business Registration:

After the Certificate of Investment Registration is issued, investors need to prepare a dossier for establishment of the enterprise.

Dossier includes:

1. An application form for business registration;

2. The charter of company;

3. The list of members for the Limited liability company with more than two members/ The list of founding shareholders and shareholders being foreign investors for Joint – stock company;

4. Copies of:

– ID card, passport or equivalent papers of members being individuals;

– Decision on establishment, the Certificate of Business Registration or equivalent documents and the letter of authorization; the ID card or other papers of the authorized representative of members being organizations.

5. The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

Duration: 03 – 05 working days from the day on which a valid dossier is received.