Questions on Investment Procedures and Enterprise Registration in Vietnam

1. What are required documents to establish a 100% foreign-owned company in Vietnam?  

KENFOX: Per Article 22 and 23 of Decree 78/2015/ND-CP, to set up a 100 % foreign-owned company in Vietnam, please prepare the following documents:

For a Limited Liability Company:

- An application form for business registration;

- The charter of company;

- The list of members;

- Legitimate 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;
  • For members being foreign organizations: copies of the Certificate of Business/Enterprise Registration or equivalent documents;

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

For a Joint-Stock Company:

- An application form for business registration;

- The charter of company;

- The list of founding shareholders and shareholders being foreign investors;

- Legitimate copies of:

  • ID card, passport or equivalent papers of founding shareholders or shareholders being foreign investors;
  • 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 founding shareholders or shareholders being foreign investors;
  • For shareholders being foreign organizations: copies of the Certificate of Business Registration or equivalent documents;

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

In general, foreign investors should pursue the following process to do business in Vietnam:

  • International investors are obliged to obtain an Investment Registration Certificate (“IRC”) from the municipal/provincial Department of Planning and Investment (“DPI”) in relevant provinces in Vietnam.
  • A Business Registration Certificate (“BRC”), often referred to as an Enterprise Registration Certificate (“ERC”), is the second mandatory document to be obtained during the registration procedure.

After receiving both certificates, investors are obliged to proceed with their tax registration, pay business license tax and make their initial capital contribution

2. In what cases a foreign investor must obtain an Investment Registration Certificate (“IRC”)

 KENFOX: The Investment Registration Certificate (“IRC”) is required in the following cases:

(i) Investment projects of foreign investors.

(ii) Investment projects of the business organizations mentioned in Clause 1 Article 23 of the Investment Law.

Article 23 of the Investment Law: [1. When establishing business organizations, contributing capital, buying shares or capital contributions of business organizations; making investments under business cooperation contracts in one of the following cases, the foreign investor must satisfy the conditions and follow investment procedures applied to foreign investors:

a) 51% of charter capital or more is held by foreign investors, or the majority of the general partners are foreigners if the business organization is a partnership;

b) 51% of charter capital or more is held by the business organizations mentioned in Point a of this Clause;

c) 51% of charter capital or more is held foreign investors and the business organizations mentioned in Point a of this Clause.]

3. In what cases an investor does not have to obtain an Investment Registration Certificate (“IRC”)

KENFOX:  The cases in which an Investment Registration Certificate (“IRC”) is not required are as follows

a) Investment projects of Vietnamese investors

b) Investment projects of the business organizations mentioned in Clause 2 Article 23 of the Investment Law

c) Investment is made by contributing capital, buying shares, or buying capital contributions of business organizations.

4. What are procedures and required documents to obtain Investment Registration Certificate (“IRC”) in Vietnam?

KENFOX: The procedures to obtain Investment Registration Certificate (“IRC”) in Vietnam are provided under Article 37 of the Vietnam Investment Law (2014). Accordingly, there are two cases in which the investment conditions must be met for an Investment Registration Certificate (“IRC”) to be issued as follows:

(1) If the project is subject to issuance of a Decision on Investment Policies as prescribed in Article 30, Article 31, and Article 32 of Vietnam Investment Law, the Investment Registry Office shall issue the Investment Registration Certificate (“IRC”) to the investor within 05 working days from the receipt of the Decision on Investment Policies.

(2) If the project it not subject to issuance of a Decision on Investment Policies as prescribed in Article 30, Article 31, and Article 32 of Vietnam Investment Law, the investor shall follow the procedures as below:

a) The investor shall submit the documents as provided Article 33.1 of Vietnam Investment Law to the Investment Registry Office;

b) Within 15 days from the receipt of sufficient documents, the Investment Registry Office shall issue the Investment Registration Certificate (“IRC”). In case of rejection, the investor must be notified in writing and provided with explanation.

As regards the required documents for issuance of Investment Registration Certificate (“IRC”), per Article 33.1 of Law on Investment No. 67/2014/QH13, an “Investment Project File/Dossier” must comprise the following documents:

  1. A request for execution of the Investment Project in Vietnam;
  2. A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of Establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).
  3. An Investment Proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
  4. Copies of any of the following documents: financial statements of the last 02 years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;
  5. Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
  6. Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of Law on Investment No. 67/2014/QH13, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
  7. The business cooperation contract (if the project is executed under a business cooperation contract).

Upon receipt of required documents from foreign investors, the following documents will be drafted by KENFOX:

  • Written proposal of investment project (Form I.2 of Circular 16/2015/TT-BKHDT);
  • Investment capital: Total investment capital to explain specific expenses such as compensation, resettlement support, land and water tax expenses; construction cost; Cost of machinery, equipment, technology, brand; other costs of forming fixed assets; redundancy costs; Method of capital contribution (specify the value in cash, machinery, equipment, value of land use rights, technological know-how), mobilized capital (borrowed from credit institutions or borrowed from the parent company, etc.).
  • Progress of project implementation: Clearly state the specific timeline for each stage, e.g. Expected investment schedule, progress of compensation for ground clearance, construction time, operation time, production and business.
  • Labor use related issues: The number of domestic workers, the number of foreign workers.
  • Assessing the socio-economic impacts and efficiency of the project: Creating jobs, paying to the state budget, promoting export turnover.
  • Explanation on the use of technology: Technology name, technology exit, technological process diagram, main technical parameters, use of machinery, equipment and technology transmission lines; Explanation of the ability to meet the conditions for receiving and transferring technology on the list of technology restricted transfer.
  • Proposal on investment incentives: Preferences on corporate income tax, import and export taxes, incentives for land rent exemption and reduction.

The dossier is made in 01 set and submitted to the Investment Registration Agency. After receiving the application, the investment registration agency will review the Investment Project File/Dossier. If requirements are met, after 15 days, the Investment Registration Agency issues an investment certificate to the investor.

Based on the needs and capabilities of investors, depending on the field and scope of the project, investors will submit the relevant additional documents to each competent authority of investment decision as follows:

1. Projects are under the Vietnam National Assembly’s jurisdiction in making Decisions of Investment Policy as follows:

  • Plan of land clearance, immigration, resettlement (if any);
  • Preliminary evaluation of environmental impacts, the environmental protection measures;
  • Assessing impact and socio-economic efficiency of projects;
  • Proposing mechanisms, specific policies (if any

2.  Prime Minister of Vietnam is responsible for making Decisions of Investment Policy as follows:

  • Plan of land clearance, immigration, resettlement (if any);
  • Preliminary evaluation of environmental impacts, the environmental protection measures;
  • Assessing impact and socio-economic efficiency of projects.

By defining the demand and the ability, investors will prepare and submit required documents to the competent agency or person of each level of respective competent authority in scale and investment fields. KENFOX provides the below for your information:

Process competence Scale – field Procedures/Timeline
National Assembly of Vietnam

1. Projects have significant impact on the environment such as:

The project of nuclear power plant and the project changing the land use purpose of the national parks; nature reserve area, protected landscape areas, forest area for research, scientific experiment, at least 50 ha area of riverhead protection forests; at least 50ha area of protection forests for obstructing wind, sand, waves, sea encroachment, environmental protection; at least 1,000 ha area of production forests;

2. The project aims to convert land use purpose for wet rice cultivation on two harvests in at least 500 ha scale;

3. Emigration and resettlement of at least 20,000 people in the mountains and at least 50,000 people in other areas.

4. The project is required to apply the mechanism, special policies which must be determined by the national assembly.

► Within 03 working days upon receipt of sufficient documents as required for Investment Projects, Investment Registration Authority ("CQĐKĐT") will submit such documents to Ministry of Planning and Investment of Vietnam ("BKHĐT") to report to Prime Minister for establishment of a state evaluation council;

► Within 90 days of its establishment, the State Evaluation Council will do evaluations of Investment Projects and make evaluation reports which covers the following contents: Information on the investor, size, location, schedule of the project, assessment of socio-economic efficiency of the project, evaluation of technology ... and making an evaluation report for submission to the Prime Minister;

► Within 60 days before opening the National Assembly session, the Government will send the documents on deciding the Investment Policy to the National Assembly’s the in-charge-of verification agency.
Prime Minister of Vietnam

The project does not distinguish capital resources in the following cases:

a. Emigration and resettlement of at least 10,000 people in the mountains and at least 20,000 people in other areas;

b. Constructing and trading in airports and air transport;

C. Construction and trading in the national seaports;

d. Exploration, mining and processing of oil and gas;

e. Trading in betting, casino games;

f. Production of cigarettes;

g. Developing infrastructure of industrial zones, processing zones, the functional areas in economic areas;

h. Constructing and trading in golf course;

2. Other projects with at least VND5,000 billion;

3. The project of foreign investors in the field of marine transport business, telecommunications business with network infrastructure, reforestation, publishing, journalism, founding scientific and technological organizations, technological and scientific enterprises with 100% foreign capital;

4. Other projects are in competence of the Prime Minister for making investment decisions under the provisions of law.

► Within 03 working days upon receipt of sufficient documents (8sets), Investment Registration Agency will send them to Ministry of Planning and Investment and the relevant state bodies to ask for opinions on the contents of the evaluation report for the Investment Projects;

► Within 15 days of receipt of the documents asking for opinions, the agencies which are consulted with opinions will take their opinions on the contents under the state management range and send to Investment Registration Agency and Ministry of Planning and Investment of Vietnam;

► Within 25 days after receiving the documents of Investment Projects, Investment Registration Agency will submit to the provincial People's Committee for consideration and taking evaluation opinion on the investment project documents and submit the Ministry of Planning and Investment of Vietnam;

► Within 15 days from which the written evaluation opinions are received, Ministry of Planning and Investment of Vietnam will organize to assess the investment project document and make assessment report including the contents such as information on investors, size, location, schedule of the project, assessment of socio-economic efficiency of the project, assessment of technologies, assessment on investment incentives and submitting to Prime Minister for determination.
Provincial People’s Committee

In addition to the projects which the provincial people’s committee has the competence to decide the Investment Policy (chủ trương đầu tư) as statutorily provided on public investment, the Provincial People’s Committee also determines Investment Policy for the following projects:

a. The projects which are allocated land, leased land by the nation not through auctions, bidding or transferee; projects wishing to change the purpose of land use;

b. The project using restricted-to- transfer technologies as prescribed by law on technology transfer;

2. The projects as mentioned above will be carried out at the industrial zones, processing zones, high-tech zones, economic areas in accordance with the plan approved by the competent authorities without submission and asking any decision on investment policy from the provincial people’s committee.

► Within 35 days upon receipt of the project document (04 sets), Investment Registration Agency will send the results to the investors;

► Within 03 days upon receipt of all documents, Investment Registration Agency will send the document asking for assessment opinions from the relevant agencies;

► Within 15 days from which the documents are received,  the consulted agencies will take their assessments in the State’s management range and send to the investment registration agency;

► Within 25 days upon receipt of documents, an evaluation report will be made by investment registration agency and submitted to the provincial People's Committee;

► Within 07 working days from which documents and assessment reports are received, the Provincial People’s Committee will decide Investment Policy, in case which the document will be refused, it is required to send a written notice with clear reasons to the investors.

After the Investment Project is determined/approved with the Investment Policy, investors should make a deposit on a written agreement with the Investment Registration Agency prior to allocation of land, land lease or permitting conversion of land use purpose; For Investment Projects which are not subject to the Investment Policy Decisions, the deposit-making time is the time of land allocation or land lease or permitting conversion of land use purposes. Per Article 27 of Decree No. 118/2015/ND-CP, the deposit level is calculated by a percentage of the invested capital of the investment project as defined in the decision on investment policy or investment registration certificate in the principle of progressive section as follows:

  • For the capital resource up to VND300 billion, a deposit level is 3%;
  • For the capital from VND300 billion to VND1,000 billion, a deposit level  is 2%;
  • For the capital of over VND 1,000 billion, a deposit level is 1%.

The investment capital of the project does not include land use fees and land rent paid to the state and the construction cost of the public works of the project. For the investment projects which the State allocated or leased land in each period, the deposit level shall be calculated according to the project's investment capital corresponding to each stage of land allocation, land lease. Deposit is paid into the account of the Investment Registration Agency opened at a commercial bank in Vietnam at the option of investors. Investors will bear the costs related to opening, maintaining those escrow account and performing transactions related to the escrow account.

5. Please provide us with some guidance on adjusting Investment Registration Certificates:

KENFOX: Please refer to some guidelines on adjusting Investment Registration Certificates as follows:

  • Procedures for adjusting Investment Registration Certificate (“IRC”) for the projects under the Prime Minister’s jurisdiction of making Decision on Investment Policy are provided under Article 35 of Decree No. 118/2015/ND-CP;
  • Procedures for adjusting Investment Registration Certificate (“IRC”) for the projects under the Provincial People Committee’s jurisdiction of making Decision on Investment Policy are provided under Article 34 of Decree No. 118/2015/ND-CP;
  • Procedures to adjust the Investment Policy Decisions for Investment Projects that are not required to have Investment Registration Certificates (“IRC”) are provided under Article 36 of Decree No. 118/2015/ND-CP.

Before performing the procedures for granting, adjusting Investment Registration Certificates (“IRC”), investor must declare information on investment projects on a National Information System on foreign investment. Within 15 days of online profile declaration, investors will submit their documents asking for issuance and adjustment Investment Registration Certificates (“IRC”) to Investment Registration Agency. Upon receipt of all documents by Investment Registration Agency, the investors will be issued an account to access to the National Information System on foreign investments to monitor the handling of records. Per Article 23.3 of Decree No. 118/2015/ND-CP, the Investment Registration Agency uses the National Information System on foreign investments to receive, handle, return the results of investment registration records, updates record-handling situation and issue code to investment projects.

6. Please advise us on procedures for adjusting Investment Registration Certificates (“IRC”) of investment projects that are not required to have decisions on investment guidelines/policy?

KENFOX: The procedures for adjusting Investment Registration Certificates (“IRC”) of investment projects that are not required to have decisions on investment guidelines/policy are provided under Article 33 of Decree No. 118/2015/ND-CP as follows:

  1. In case of a change to the investment project’s name, investor’s address, or investor’s name, the investor shall submit an application for adjustments to the investment project to the investment registration authority together with documents about such changes. The investment registration authority shall adjust the Investment Registration Certificate within 03 working days from the day on which the application for adjustment is received.
    2. In case of a change in the investment project’s location, land area, targets, scale, capital, capital contribution schedule or capital raising schedule, operating duration, execution schedule, investment incentives, investment assistance (if any) and conditions to be fulfilled by the investor, the investor shall submit an application to the investment registration authority, which consists of:
    a) A written request for permission for project adjustments;
    b) A report on the project’s progress up to the time of adjustment;
    c) The investor’s decision on project adjustment (in case of changes specified in Clause 4, Clause 5, Clause 6, Clause 7, Clause 8, and Clause 10 Article 39 of the Law on Investment);
    d) Explanation or documents related to the changes specified in Point b through g Clause 1 Article 33 of the Law on Investment (if any).
    3. Within 10 working days from the receipt of the valid application as specified in Section 2 above, the investment registration authority shall adjust the Investment Registration Certificate.
    4. Provisions of Article 37, Article 38, and Article 39 of Decree No. 118/2015/ND-CP shall apply to change of investors.
  2. Please advise us on procedures for adjusting Investment Registration Certificates (“IRC”) of investment projects whose decisions on investment guidelines are issued by the People’s Committees of provinces?

KENFOX: The procedures for adjusting Investment Registration Certificates (“IRC”) of investment projects whose decisions on investment guidelines/policy are issued by the People’s Committees of provinces are provided under Article 34 of Decree No. 118/2015/ND-CP as follows:

  1. In case of a change in the investment project’s target, location, primary technology, increase or decrease in capital by over 10% that changes the project’s target, scale, and capacity; execution period, or conditions to be fulfilled by the investor (if any), the investor shall follow procedures for adjusting the Investment Registration Certificate as follows:
  1.  The investor shall submit 04 sets of application specified in Clause 2 Article 33 of Decree No. 118/2015/ND-CP to the investment registration authority;
  2. Within 03 working days from the receipt of the valid application, the investment registration authority shall send the application to relevant authorities to receive comments about the adjustments;
  3.  Within 10 working days from the day on which the request of the investment registration authority is received, the authorities mentioned in Point b above shall make comments about the issues under their management;
  4. Within 05 days from the receipt of the comments from the authorities mentioned in Point c above, the investment registration authority shall make and submit a review report to the People’s Committee of the province;
  5.  Within 05 working days from the receipt of review report from the investment registration authority, the People’s Committee of the province shall issue the decision on adjustments to investment guidelines and send it to the investment registration authority;
  6.  According to the decision on adjustments to investment guidelines for the People’s Committee of the province, the investment registration authority shall adjust the Investment Registration Certificate within 03 working days from the day on which the decision is received.
  7. The procedures specified in Article 33 of Decree No. 118/2015/ND-CP shall apply to the changes that are not specified in Clause 1 above.

8. Please advise us on procedures for adjusting Investment Registration Certificates (“IRC”) of investment projects whose decisions on investment guidelines are issued by the Prime Minister? 

KENFOX: The procedures for adjusting Investment Registration Certificates of investment projects whose decisions on investment guidelines are issued by the Prime Minister are provided under Article 35 of Decree No. 118/2015/ND-CP as follows:

1.In case of a change in the investment project’s target, location, primary technology, increase or decrease in capital by over 10% that changes the project’s target, scale, and capacity; execution period, or conditions to be fulfilled by the investor (if any), the investor shall follow procedures for adjusting the Investment Registration Certificate as follows:

  1. a) The investor shall submit 08 sets of application specified in Clause 2 Article 33 of Decree No. 118/2015/ND-CP to the investment registration authority;
  2. b) Within 03 working days from the receipt of the valid application as set out in Point a of this Clause, the investment registration authority shall send 02 sets of the application to the Ministry of Planning and Investment and one set to each relevant competent authority to receive comments about the issues specified in Clause 3 Article 30 of Decree No. 118/2015/ND-CP;
  3. c) Within 10 working days from the day on which the request of the investment registration authority is received, the authorities mentioned in Point b above shall make comments about the issues under their management;
  4. d) Within 20 days from the receipt of the valid application as set out in Point a above, the investment registration authority shall request the People’s Committee of the province to consider and send comments about the issues specified in Clause 5 Article 31 of Decree No. 118/2015/ND-CP to the Ministry of Planning and Investment;
  5. dd) Within 15 days from the receipt of the comments from the People’s Committee of the province as set out in Point d above, the Ministry of Planning and Investment shall make and submit a review report to the Prime Minister for issuance of a decision on adjustments to investment guidelines;
    e) Within 07 working days the receipt of the review report, the Ministry of Planning and Investment and the Prime Minister shall consider issuing a decision on adjustments to investment guidelines. The decision on adjustments to investment guidelines shall be sent to the Ministry of Planning and Investment, the People’s Committee of the province, and the investment registration authority;
    g) Within 05 working days from the receipt of the decision on adjustments to investment guidelines, the investment registration authority shall adjust the Investment Registration Certificate.
    The procedures specified in of Article 33 of Decree No. 118/2015/ND-CP shall apply to the changes that are not specified in Clause 1 above.

6. Mechanism for cooperating in resolving procedures for investment and enterprise registration for foreign investors

KENFOX:  Per Article 24.1 of Decree No. 118/2015/ND-CP, apart from procedures for issuance of the Investment Registration Certificate and enterprise registration specified in the Law on Investment, this Decree, and regulations of law on enterprises, foreign investors may follow these procedures at a single unit in the following order:

► Investors will file their investment registration documents and documents of enterprise establishment registration at Investment Registration Agency;

► Within 01 working days upon receipt of the documents, the Investment Registration Agency will send document of enterprise establishment registration to the Business/Enterprise Registration Agency;

► Within 02 working days upon receipt of the document of enterprise establishment registration, the Business/Enterprise Registration Agency will consider the validity of the documents and send their reviews to the Investment Registration Agency;

► In case there is any requirement on adjustment or addition of investment registration documents or the document of enterprise establishment registration, the Investment Registration Agency will notify 01 time the entire invalid contents to investors within 05 working days from the date of receiving the documents;

► Based on the investment registration documents and establishment registration documents which have been received, the Investment Registration Agency and Business/Enterprise Registration Agency will be responsible for coordinating to handle and return the result to investors at investment registration agency [Article 24.1 of Decree 118].

10. Please advise the authority to issue Investment Registration Certificate by Department of Planning and Investment and Management Boards of Industrial Parks, Export-Processing Zones, Hi-Tech Zones, and Economic Zones

KENFOX:  The power to receive applications, issue, adjust, and revoke Investment Registration Certificates is provided for under Article 38 of Vietnam Investment Law and is detailed under Article 28 of Decree No. 118/2015/ND-CP on 12/11/2015 of the Government detailing and guiding the implementation of some articles of Vietnam Investment Law as follows:

1. Management Boards of Industrial Parks, Export-Processing Zones, Hi-Tech Zones, and Economic Zones

Management Boards of Industrial Parks, Export-Processing Zones, Hi-Tech Zones, and Economic Zones shall receive applications, issue, adjust, and revoke Investment Registration Certificates (“IRC”) of Investment Projects, including:

a) Projects of investment in development of infrastructure of industrial parks, export-processing zones, and hi-tech zones;

b) Investment projects executed within industrial parks, export-processing zones, hi-tech zones, and economic zones.

2. Department of Planning and Investment

The Department of Planning and Investment of each province shall receive applications, issue, adjust, and revoke Investment Registration Certificates of:

a) Investment projects outside industrial parks, export-processing zones, hi-tech zones, and economic zones;

b) Projects of investment in development of infrastructure of industrial parks, export-processing zones, hi-tech zones, and investment projects in industrial parks, export-processing zones, and hi-tech zones in areas without management boards of industrial parks, export-processing zones, and hi-tech zones.

In addition, The Department of Planning and Investment of the province in which the investor’s premises or offices are located or intended to be located shall receive applications, issue, adjust, revoke Investment Registration Certificates of:

a) Any investment project that is executed in more than one province;

b) Any investment project executed both inside and outside an industrial park, export-processing zone, hi-tech zone, or economic zone.

11. Please advise on procedures on Enterprise Registration Certificate (“ERC”) under Law on Enterprise No. 68/2014/QH13

KENFOX:  Please refer to procedure for issuance of Enterprise Registration Certificate (“ERC”) as follows:

Records (Required documents) Contents – Sequence, procedures

A Limited Liability

[Article 22, Enterprise Law No. 68/2014/QH13]
  1. Contents of Enterprise Registration Certificate:
  • Company's name;
  • Address of head office;
  • Business fields;
  • Charter capital;
  • The type and par value of shares and the total number of shares to be offered for the Corporation;
  • The tax registration information;
  • Number of employees;
  • Full name, signature, permanent address, nationality, passport or other legal personal identification of partnership members.
  • Full name, signatures, permanent address, nationality, passport or other legal personal identification of the legal representative of the enterprise for LLC and JSC.

b.     Procedures/Steps to do:

 

  • The founder of enterprise submits the business registration document to Business Registration Agency (“BRA”);
  • The BRA is responsible for considering the validity of the documents and granting Enterprise Registration Certificate within 03 days upon receipt of all required documents.
  • In case of refusal to grant Enterprise Registration Certificate, the BRA is required to send a written notice to the founder of enterprise stating the reason of refusal.
  • An application form for business registration;
  • Articles of Association/The Company’s charter;
  •  List of members;
  •  Copy:

(i) Passport or legal personal identification of members being individuals and/or

(ii) Establishment decision, CER or other corresponding documents of an organization of consular legalization and authorization documents;

(iii) The passport of the authorized representative of members being an organization and

(iv) the Investment Registration Certificate.

Joint Stock Company

[Article 22, Enterprise Law No. 68/2014/QH13]
  • An application form for business registration;
  • Articles of Association/The Company’s charter;
  • List of founding shareholders, shareholders being foreign investors;
  • Copies of: (i) passport or lawful personal identification of the founding shareholders, foreign shareholders being individual foreign investors; (Ii) Decision on establishment, CER or other equivalent documents of the legalized organization and the authorization documents and (iii) Passport or other legal personal identification of the authorized representative of founding shareholders, shareholders being foreign investors and an organization and (iv) the Investment Registration Certificate.

Partnership company

[Article 22, Enterprise Law No. 68/2014/QH13]
  • An application form for business registration;
  • Articles of Association/The Company’s charter;
  • List of members;
  • Copy: (i) Passport or legal personal identification of members and (ii) the Investment Registration Certificate.

After being granted the Enterprise Registration Certificate, the enterprises must be publicly announced on the national information portal of business registration within 30 days as from the date of announcement in sequence, procedures and fee payment as prescribed. The contents of announcement include:

(i) Lines of business and/or

(ii) List of founding shareholders and shareholders being foreign investors for joint stock companies.

In particular, organizations and individuals can choose the form of enterprise registration through the information portals. Business Registration Office facilitate organizations and individuals to seek information, to implement enterprise registration through the information portal. Organizations and individuals that choose to use a public digital signature using or registered business registration accounts to register through the information portal.

12. After being granted the Certificate of Business Registration, what will the foreign company need to implement?

KENFOX:  The foreign investors, after being granted the Certificate of Business Registration, need to:

  • Announce the establishment of the enterprise: The enterprise will need to submit an application to Business Registration Office to make an announcement on the National Business Registration Portal and pay the prescribed fee;
  • Make seal of the enterprise: the enterprise shall make a seal sample at a seal engraving agency in Vietnam. The enterprise is entitled to decide the form and the quantity of its seal under the laws of Vietnam;
  • Announce the seal sample on the National Business Registration Portal: After the seal is made, the enterprise shall submit an application to Business Registration Office to post it on the National Business Registration Portal. Within 03 working days from the date of receipt of full, valid documents, the Business Registration Agency publicizes the seal sample on the national business registration portal and grants a confirmation of publicized seal sample for enterprise;
  • Buy digital signature in order to make tax report;
  • Buy a digital invoice;
  • Making company signboards;
  • Opening a bank account in a bank in Vietnam.