Easy Company Registration for Foreign Investors in Vietnam

The process of establishing a company in Vietnam for foreign investors requires compliance with legal regulations and procedures. Here is a summary of this process:

Step 1: Pre-Investment Approval

Step 2: Apply For Investment Registration Certificate (Irc)

Step 3: Apply For Enterprise Registration Certificate (Erc)

Step 4: Comply With Post-Licensing Procedures

Starting a business in Vietnam in just 4 steps. Is it possible?

Of course, we will introduce you to the 4 steps to set up a company in Vietnam as a foreign investor legally. Here are 4 important things to keep in mind when opening a company in Vietnam as a foreign investor.

mở công ty Việt Nam dễ dàng cho nhà đầu tư nước ngoài

Step 1: Pre-Investment Approval

Under the current Law on Investment 2020, the authority to approve investment policy belongs to the National Assembly, the Prime Minister, and the corresponding provincial people’s committees for projects outlined in Articles 30, 31, and 32 of the law. Consequently, investors should assess their projects against the mentioned cases. If a project does not align with any of these cases, it does not necessitate investment policy approval. For more information regarding pre-investment approval or if you require specific advice on your intended sector to invest in Vietnam, please do not hesitate to contact TPM.

Step 2: Apply For Investment Registration Certificate (Irc)

To apply an investor must prepare:

–   Application for implementation of investment project (including commitment to bear all costs and risks if the project is not approved);

–   Proposal of investment project (should include the details of the investment project, including lease agreements or land use needs);

–   Documents proving the investor’s financial capacity include at least one of the following documents: the investor’s most recent 2-year financial statements; commitment to financial support from the parent company; commitment to financial support from financial institutions; guarantee of the investor’s financial capacity; Other documents proving the investor’s financial capacity;

–   Documents on the investor’s legal status;

–   Lease agreement or memorandum of understanding (MOU); and,

–   Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

Authority: Lodged at the Department of Planning and Investment (DPI). Investors within Industrial Parks will usually lodge via the Industrial Park

Timeframe: 15 days from the date when documents are submitted. The duration of this process may be longer, depending on when the official dispatch is sent to request opinions from the Ministries.

Step 3: Apply For Enterprise Registration Certificate (Erc)

As part of the application process, the following information should be prepared:

–   Application for enterprise registration;

–   Company charter;

–   List of all board members;

–   List of legal representatives; and

–   Letters of appointment and authorization.

Authority: Lodged at the DPI

Timeframe: 3 working days

Step 4: Comply With Post-Licensing Procedures

Once the IRC and ERC have been issued, additional steps have to be taken to complete the procedure and start business operations. This includes:

–   Hang a company signboard at the office;

–   Seal carving;

–   Purchase a USB token for a digital signature;

–   Charter capital contribution (within 90 days from ERC issuance date);

–   initial tax declaration;

–   Submit periodic reports;

–   Labor registration.

Legal basis:

  • Investment Law 2020
  • Enterprise Law 2020
  • Decree No. 31/2021/ND-CP guiding the Investment Law 2020
  • Decree No. 01/2021 on enterprise registration

With the 4 detailed steps above, foreign investors can easily and legally open a company in Vietnam. However, to ensure a smooth process, investors should seek advice from experienced professionals in this field. TPM is proud to be a reputable investment consulting company with a team of experienced experts who are well-versed in Vietnamese law and are ready to support investors throughout the process of setting up and operating a business in Vietnam.

Duong Nguyen – Legal department

Case Study

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