How to open a company in vietnam

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In terms of economic integration, Vietnam is one of the most active countries in participating in and negotiating multilateral và bilateral không lấy phí trade agreements. The benefits of signing and joining these không tính tiền trade agreements are that the economy is increasingly open, removing barriers for businesses and traders, & especially the opportunity to lớn attract capital of foreign investors entering Vietnam. Set up a company in Vietnam did not become difficult for foreign companies intending khổng lồ invest in Vietnam. Therefore, the law governing set up a company in Vietnam will include không tính phí trade agreements that Vietnam has signed và the national laws of Vietnam. Here, Viet An Law Firm’s application for making a preliminary guide lớn foreign businesses can mở cửa a company in Vietnam.

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Legal basis for the set-up of foreign companies in Vietnam

WTO commitments, bilateral miễn phí trade agreements between Vietnam and other countries;Investment Law 2020 and guiding documents;Enterprise Law 2020 và guiding documents;Specialized legal documents related khổng lồ the investment sector.

Determine the nationality of the foreign investor who wants lớn set up a company in Vietnam

The identification of an investor’s nationality allows investors to lớn see whether the country of which the investor is a thành viên of the World Trade Organization (WTO) or between Vietnam and a country. Does the national investor have không lấy phí trade agreements? Determining the investor’s nationality will help investors determine what incentives they will enjoy & what barriers there will be when investing in Vietnam.

For different industries, there will be different conditions for investors to lớn invest in Vietnam, và different free trade agreements will also have different degrees of openness.

Determining the investment industries and sectors of the foreign company that mix up a company in Vietnam

According lớn the United Nations PCPC Interim Center hàng hóa Classification System, the service industries that foreign investors can invest in Vietnam are divided into 12 sectors, including Business Services, Services information, Construction, & related engineering services, Distribution Services; Educational Services; Environmental Services; Financial services; Medical and social services; Travel services và related services; Recreational, cultural & sports services; Service of transportation; Other services.

Up to lớn now, barriers have been removed gradually and many sectors have been fully opened, meaning that when foreign investors invest in Vietnam, there is no need lớn meet industry conditions. That is because the barriers have been removed according lớn the roadmap committed by Vietnam. However, there are still some sectors that still maintain some limitations, based on Vietnam’s commitments in trade agreements, the 2020 Investment Law, và its implementing guidelines, some sectors need lớn have the following conditions :

Real estateOther business servicesProfessional serviceTravel services và related servicesRecreational, cultural, & sporting servicesComputer & audio-visual servicesResearch và development servicesInformation servicesRental or rental service with or without an operatorService of transportationBuilding servicesMedical & social servicesEducation và training – vocational training and related servicesEnvironmentAgriculture, Forestry, & fisheryProduction and trading of goodsRetail goods, e-commerce,…

Example: Construction service (CPC 511-8)

Legal basis: WTO, AFAS, FTAs, VKFTA

1. WTO, AFAS, FTAs, VKFTA

a Foreign investor: must be a legal entity of a WTO thành viên or a thành viên of ASEAN ( If a Korean investor is a Korean investor, according lớn VKFTA: does not require the investor to lớn establish a legal entity of Korea. )

(b) The scope of activities of foreign-invested economic organizations includes:

– Construction of high-rise buildings (CPC 512);

– Construction of civil engineering works (CPC 513)

– Completion & installation work (CPC 514, 516)

– Completion of high-rise buildings (CPC 511, 515, 518)

2. The Law of Vietnam: No regulation on investment conditions applicable lớn foreign investors

To know more about the conditions of other industries, the most complete và accurate way, investors can visit the website of the Ministry of Planning and Investment-Foreign Investment Department: 

Investment procedures for foreign projects in Vietnam

Projects n galaxy invest abroad must carry out procedures for registration certificate investments include

ü Investment projects of foreign investors;

ü The investment project of economic entities specified in Clause 1 of Article 23 of the Investment Law 2020 for foreign investors lớn invest in establishing other economic organizations; capital contribution investment, tóm tắt purchase, capital contribution purchase from other economic organizations; Investing in the form of a BCC if the economic organization falls into one of the following cases:

Having foreign investors holding more than 50% of the charter capital or having the majority of the general partners being foreign individuals if the business organization is a partnership; Economic organizations with foreign investors holding more than 50% of the charter capital or the majority of the company’s members are foreign individuals, organizations holding more than 50% of the charter capital; Having foreign investors & economic organizations whose foreign investors hold more than 1/2 of the charter capital. Foreign-invested projects are not required khổng lồ apply for an investment registration certificate. Accordingly, the investor is only established as a Vietnamese capital enterprise & the procedures for buying capital contribution include:Having foreign investors holding less than một nửa of the charter capital or having a minority of general partners who are foreign individuals in case economic organizations are partnerships; Economic organizations with foreign investors holding less than 50% of the charter capital or the majority of the company’s members are foreign individuals, organizations holding less than 50% of the charter capital; Having foreign investors & economic organizations whose foreign investors hold less than một nửa of the charter capital. Foreign investors make investments in the form of capital contribution, share purchase, or purchase of capital contributions from other economic organizations; Investment in the size of a BCC contract. Foreign investors invest in the form of capital contribution, share purchase, or purchase of capital contributions from economic organizations. The foreign investor must apply for investment policy approval at the People’s Committee of the province (Article 32 of the Law on Investment 2020).An investment project that requests land allocation or land lease by the State without auction, bidding, or transfer, an investment project that requests permission khổng lồ change the land use purpose, except for land allocation. , lease of land, or permit the change of land use purpose of households or individuals that are not required to obtain written approval from the People’s Committee of the province under the law on land; Housing investment projects (for sale, lease, or lease-purchase), urban areas in the following cases: an investment project with a land-use kích thước of fewer than 50 hectares & a population of less than 15,000. People in urban areas; investment projects with a land-use scale of fewer than 100 hectares & a population of fewer than 10,000 people in non-urban areas; investment projects, irrespective of the kích cỡ of the land area, the population of the restricted area or the historic inner đô thị (determined in the urban planning scheme) of the special-grade urban area; The investment project to build and trade golf courses (golf); Investment projects of foreign investors, foreign-invested economic organizations implemented in islands, communes, wards, và townships; coastal communes, wards, & towns; other areas affecting national defense & security. For the above investment projects implemented in industrial zones, export processing zones, hi-tech zones, or economic zones in conformity with the planning approved by competent authorities, the Management Board of industrial parks and zones export processing, hi-tech zones, economic zones approved investment policy. A project of the foreign investor must apply for an investment policy approval procedure of the National Assembly (Article 30 of the Law on Investment 2020).An investment project that greatly affects the environment or potentially seriously affects the environment, including:

ü Nuclear nguồn plant;

ü Investment projects requiring a change of land use purpose special-use forest, watershed protection forests & protection forests border of 50 hectares or more; protective forests for wind và sand shielding, and protection forests for wave & sea encroachment of at least 500 hectares; production forests of 1,000 ha or more;

An investment project requiring a change of the use purpose of land under wet rice cultivation for 02 crops or more with an area of ​​500 ha or more; An investment project requiring resettlement of 20,000 people or more in mountainous areas, 50,000 people or more in other regions; An investment project that requires a special mechanism or policy to be decided by the National Assembly.

A project of the foreign investor must apply for an investment policy approval from the Prime Minister (Article 31 of the 2020 Investment Law).

Except for projects falling under the jurisdiction of the National Assembly, investment projects regardless of capital sources fall in one of the following cases: Investment projects require immigrant resettlement of 10,000 people or more in the mountains, from 20,000 people or more in other areas;  New construction investment project: airport; runways of airports và airfields; the passenger terminal of the international airport; cargo terminals of airports & airfields with a capacity of 1 million tons/year or more each year;  New investment project in passenger transportation by air; New construction investment project: a harbor, a harbor area of ​​a special seaport; ports, port areas with investment capital of 2,300 billion VND or more, belonging lớn seaports of class I; Oil & gas processing investment project; Investment projects dealing in betting và drinking (casino), excluding prize-winning clip games for foreigners; Investment Project construction of houses (for sale, for rent, for rent khổng lồ buy), urban areas in the following cases: investment scale land use of 50 hectares or more or a kích cỡ below 50 ha but with a population of 15,000 or more in urban areas; investment projects with a land-use scale of 100 ha or more or less than 100 ha with a population of 10,000 or more in non-urban areas; investment projects, irrespective of the kích thước of the land area, population under the protected scope of relics recognized by competent authorities as national monuments or special national monuments; Project of investment in construction và infrastructure business of industrial parks và export processing zones; Investment projects of foreign investors in the field of telecommunications services business with network infrastructure, afforestation, publishing, journalism; Investment project at the same time falling under the authority to lớn approve investment policies of at least 02 provincial-level People’s Committees; Other investment projects under the competence of the Prime Minister khổng lồ approve investment policies or to lớn make investment decisions under the law. Documents of investor set up a company in Vietnam need to lớn provide

Investors wishing lớn execute an investment project shall prepare components of the dossier and general documents irrespective of the competence khổng lồ grant investment policy decisions. The general composition of the profile includes:

NoFilenameAmountNotarization in foreign countriesRequest for consular legalizationMade in Vietnam
1.Certificate of establishment / Business license for institutional investor

Passport/identity card for investors is & n

02HaveHaveTranslated into Vietnamese, Notarized
2.Audited financial statements for the last 2 years of the investor; or the parent company’s financial support commitment; or a financial institution’s commitment to financial assistance; or guarantee for investor’s financial capacity; or Confirm the investor’s ngân hàng account balance relative khổng lồ the intended capital lớn invest in Vietnam.

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01HaveAre notTranslated into Vietnamese, Notarized
3.Passport / ID card notarized representative of company law in Vietnam02HaveHaveTranslations into Vietnamese, the c hun g
4.Office lease contract, Document proving the lessor’s right lớn lease in Vietnam (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents )01Notarized
5.Legal investors need to lớn provide:

– Passport of investor’s legal representative.

01HaveHaveTranslated into Vietnamese, Notarized

 Competence to lớn issue investment certificates

In Vietnam, there are two agencies competent to receive, grant, modify, & revoke an investment registration certificate, including :

Depending on the project implementation location, the investor will apply for an Investment Registration Certificate at one of the two agencies below.

Department investment plan will receive dossiers and registration certificate of investment for the following projects:

Investment projects outside industrial zones, export processing zones, hi-tech zones, economic zones;Projects for the development of infrastructure, industrial parks, export processing zones, high-tech zones, and investment projects in industrial parks, export processing zones, and hi-tech zones in localities where management boards have not been established. Industrial parks, export processing zones, & high-tech zones.

Board management of industrial areas, high-tech zones, export processing zones, & economic zones receipt and certificate of registration of the investment for the investment projects in industrial zones, high-tech zones, zones processing, and economic zones, including:

Investment projects implemented in industrial zones, export processing zones, hi-tech zones, & economic zones.Investment projects for the development of infrastructure in industrial parks, export processing zones, & high-tech zones.

Department of Planning and investment where investors place or planned headquartered or operating office for the implementation of investment projects receiving the application & Certificated investment registration to:

Investment projects implemented in many provinces and central cities;Investment projects are carried out at the same time inside & outside export processing zones, hi-tech zones, và economic zones.

Note the company headquarters và project implementation location of the company that is expected lớn be established

Depending on the project implementation site, investors will be entitled lớn different incentives related to land tax, as well as investment procedures of the agencies in that location.

For companies operating in the field of production và processing that need factory premises: B must have a lease contract for a workshop or space to have a factory or a policy approval for use. Land for production can proceed khổng lồ set up foreign companies in Vietnam.For companies operating in commerce & services: an Office lease contract & related real estate documents on office lease are required. Do not use the apartment building for company headquarters.

Service of setting up a company in Vietnam by Viet An Law Firm

Counseling & assisting investors in finding và renting offices, factories, and land with competent state agencies in Vietnam;Counseling và supporting customers on conditions related khổng lồ the business lines that investors want to lớn invest in.Drafting and preparing documents for investors;Working on behalf of investors with state agencies.Receive results from customers’ records.Vietnam Security Law conducts advisory support to clients the following activities as established companies in Vietnam as well as after the procedure for granting registration certificates of investment.Consulting and assisting investors in procedures for land, site clearance, factory construction, construction permits, environmental impact assessment, fire protection permits, qualified permits business.Comprehensive consultation on the provisions of labor law, tax, finance, foreign currency transfer, capital contribution …

LEGAL SET-UP BUSINESS OPTIONS

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