Guidelines For Applying For Business Registration Certificate For FDI Companies

Vietnam continues to assert its position as an attractive destination for foreign direct investment (FDI) in 2024, with many positive signals regarding the scale and quality of investment. The total registered FDI capital, including new issuance, adjustments, and capital contributions, reached nearly 38.23 billion USD, an increase from the 36.6 billion USD in 2023. Notably, the realized foreign direct investment (FDI) is estimated to reach 25.35 billion USD, increasing by 9.4% compared to last year, marking the highest disbursement level ever recorded. Furthermore, the number of new FDI projects also reflects growth, with 3,375 projects being licensed, a 1.8% increase in quantity, despite a 7.6% decrease in total registered capital compared to the same period. These figures illustrate the strong interest from foreign investors and open up new opportunities for the sustainable development of Vietnam’s economy. To obtain a business registration certificate for an FDI company in Vietnam, investors need to follow the important steps below

• Determine The Type Of Business Entity

First, investors need to choose a suitable type of business entity:

• One-member Limited Liability Company (LLC): Owned by one organization/individual; suitable for investors who want full decision-making power and control over the company’s operations.
• Multi-member Limited Liability Company: Suitable if there are 2 to 50 investors contributing capital, while ensuring limited liability within the scope of contributed capital.
• Joint-stock Company: Suitable for larger business models, easily raising capital through the issuance of shares.
• Partnership: Rarely chosen by FDI enterprises due to limited flexibility, and partners have unlimited liability.

Note: FDI enterprises often choose the LLC or joint-stock model because it is easier to control and raise capital while limiting legal risks.

• Prepare Business Registration Documents

The documents include:

• Business registration application form.
• Company charter signed by the owner, members, or founding shareholders.
• List of founding members/shareholders (for LLC or joint-stock companies).
• Copy of personal identification (passport/citizen ID) of individual investors; or Business license of organizational investors (along with the passport of the representative).

For foreign organizations, a copy of the business license must be consularly legalized.

• Copy of the Investment Registration Certificate (IRC) (if any)

Some important information to note when preparing documents:

• Head Office Address: The head office of the enterprise must not be located in an apartment building or collective housing built for residential purposes. In cases where the apartment building is constructed for mixed purposes, the company is allowed to set its head office in the apartments designated for business and commercial purposes (Clause 3, Article 2, Point c, Clause 8, Article 3 of the Housing Law 2023). The delineation of the usage area must be clearly stated in the design documents, construction planning, and related legal documents.
• Company Name: Must be carefully checked to avoid duplication or confusion.
• Charter Capital: The enterprise needs to declare charter capital appropriate to the registered business sector. Although there is no regulation on the maximum capital, some specific sectors require legal capital.
• Business Sectors: Must clearly state the industry code according to Vietnamese regulations. For conditional business sectors, additional documents proving capacity or obtaining a conditional operation license must be prepared before conducting business activities.

• Submit Business Registration Documents

Receiving authority: Finance Department of the province/city where the enterprise is located.

Submission method: Submit online via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Processing time: 3 – 5 working days.

Note:

• If the documents are complete and valid, the enterprise will be issued a Business Registration Certificate (ERC).
• If rejected, the licensing authority will notify the reasons and guide the necessary corrections.

• Complete Procedures After Receiving The Certificate

After obtaining the ERC, FDI enterprises need to carry out additional tasks:

• Contribute capital within the time frame specified in the investment registration certificate (within 90 days from the date of ERC issuance).
• Create a company seal.
• Register a bank account.
• Register for a digital signature to carry out electronic tax declarations.
• Register for labor and social insurance for employees. 
• Regular reporting on the implementation of the investment project (Applicable to Companies with IRC)

Conclusion

Applying for an Enterprise Registration Certificate is an important step for FDI enterprises to officially operate legally in Vietnam. To ensure a swift process, enterprises should:

• Prepare complete documents according to requirements.
• Carefully check information before submission.
• Monitor the processing progress and promptly supplement if necessary.

If you need assistance in preparing documents or detailed consultation for specific sectors, please contact TPM to help you complete the process quickly and legally!