ESTABLISHING FOREIGN INVESTED COMPANY IN VIETNAM
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I- WHAT IS A FOREIGN INVESTED COMPANY IN VIETNAM?
According to Vietnamese law, a foreign invested company in Vietnam is a company with foreign investors as members or shareholders.
A foreign investor is an individual with foreign nationality, an organization established under foreign law, conducting investment and business activities in Vietnam
Thus, a foreign invested company in Vietnam includes:
1) 100% foreign-owned company: All investment capital is owned by foreign investors.
2) A company with capital contribution from individuals with foreign nationality, an organization established under foreign law regardless of the capital contribution ratio.
II- FORMS OF ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors can choose the following forms:
1) Establishing a foreign-invested company from the beginning, with the foreign investor's capital contribution ratio ranging from 1% to 100% of the company's charter capital;
2) Foreign investors contribute capital, buy shares, buy capital contributions in a Vietnamese company that already has a Certificate of Enterprise Registration.
3) A foreign-invested company continues to contribute capital to establish a new company in Vietnam.
4) Investing in the form of a business cooperation contract (BCC)
5) Investing in the form of a PPP contract.
III- TYPES OF FOREIGN-INVESTED COMPANIES IN VIETNAM
The common types of companies in Vietnam that foreign investors can choose when establishing are as follows:
1) Single-member LLC
A single-member LLC is an enterprise with charter capital owned by an individual or an organization that is responsible for the company's debts and financial obligations within the scope of the company's charter capital.
2) Two-member or more LLC
A two-member or more LLC is an enterprise with two to a maximum of 50 members, who are individuals, organizations or both individuals and organizations, owning the entire charter capital of the company according to the capital contribution ratio and being responsible for the debts and other financial obligations of the enterprise within the scope of the capital contributed to the enterprise.
3) Joint Stock Company
A Joint Stock Company is an enterprise whose charter capital is divided into many parts called shares and the members of the company are shareholders who own one or more shares.
A joint stock company has at least 3 shareholders, with no limit on the maximum number of shareholders.
IV- CONDITIONS FOR ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL IN VIETNAM
When establishing a company with foreign investment capital in Vietnam, foreign investors must meet the following conditions:
1) Conditions on the subject and nationality of foreign investors
Be an individual over 18 years old, an organization or enterprise with the nationality of a member of the WTO or having signed a bilateral treaty related to investment with Vietnam.
2) Conditions on business lines
Foreign investors are only allowed to establish companies to do business in fields permitted by Vietnamese law.
3) Conditions on market access for foreign investors
Conditions on market access for foreign investors are stipulated in the List of industries and trades with restricted market access for foreign investors, including: The ratio of charter capital ownership of foreign investors in economic organizations; investment form, scope of investment activities; capacity of investors;...
4) Conditions on the headquarters of the company intended to register and the location of the investment project
Unlike a Vietnamese-owned company, when establishing a company with foreign investment capital, foreign investors must have documents proving the headquarters of the company and the location of the company's project upon submitting the company establishment dossier.
Accordingly:
- Investors must have a location to implement the investment project in Vietnam through a location lease contract, a house lease contract, a land lease contract and legal real estate documents of the lessor to serve as the company headquarters and the project implementation location.
- For the location to implement the production project, there must be a real estate leasing function on the land use right certificate and the business registration certificate of the lessor and must be located in an industrial cluster or zone.
- The headquarters of the company implementing the project must not use an apartment building, the company establishment dossier must be submitted with a lease contract for the headquarters, project location and legal documents (notarized copies) of the lessor.
5) Conditions on capacity and experience and specific conditions according to the investment field
- Foreign investors must meet specific conditions for business lines with conditions for foreign investors.
- For some fields, foreign investors need to prove their capacity and experience in the investment field.
V- CHARTER CAPITAL OF FOREIGN-INVESTED COMPANIES IN VIETNAM
Vietnamese law does not stipulate a minimum or maximum charter capital, except for some cases of conditional business lines, which have regulations on legal capital and deposit levels, so investors can decide for themselves the appropriate charter capital.
In cases of business lines that have regulations on legal capital (such as security services, banking, securities, insurance, etc.) or require deposits (such as film production services, labor leasing, etc.), the minimum charter capital must be equal to the legal capital or deposit level as prescribed.
Depending on the economic capacity of the owner and the purpose of operation, the enterprise will decide on the specific charter capital level. Normally, enterprises will consider the following factors to decide on charter capital:
- Financial capacity of the owner.
- Scope and scale of operations of the enterprise.
- Actual operating costs of the enterprise after establishment;
- Business projects signed with partners...
VI- DOCUMENTS AND INFORMATION NEEDED TO PREPARE FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM
When establishing a foreign-invested company in Vietnam, foreign investors need to prepare the following documents and information:
1) Documents proving the legal status of the investor
For institutional investors: A copy of the Certificate of Establishment of the Company or other equivalent legal documents to verify the legal status of the investor.
For individual investors: Copy of passport/Citizen identification card.
2) Documents proving the financial capacity of the investor
For institutional investors:
Financial statements of the last 2 years/Commitment of financial support from the parent company/Financial commitment from the financial institution/Guarantee of the investor's financial capacity/Documents proving the financial capacity of the investor.
For individual investors:
Documents confirming account balance/Savings book,..
3) Documents on the headquarters
Headquarters lease contract, Documents proving the lessor's right to lease (Certificate of land use rights, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents).
4) Technology profile
If the project uses technology, it is necessary to attach an explanation of the use of technology for the project, including the following contents: technology name, technology origin, technology process diagram; main technical parameters, usage status of machinery, equipment and main technology lines.
5) Information about the company to be established
Company name, head office address, business lines, charter capital, legal representative, etc.
Note:
Documents in foreign languages must be translated into Vietnamese and notarized and consularized at a Vietnamese diplomatic representative agency abroad.
VII- STEPS TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
Depending on the form of establishment of a foreign-invested company, the steps are as follows:
1) Steps to establish a foreign-invested company when the investor contributes capital from the beginning.
The procedure for establishing a foreign-invested company, in which the foreign investor contributes capital from 1% to 100% from the time the company is established, includes 08 specific steps as follows:
Step 1: Prepare and submit an application for an Investment Registration Certificate
Step 2: Receive an Investment Registration Certificate
Step 3: Prepare and submit an application for an Enterprise Registration Certificate
Step 4: Receive an Enterprise Registration Certificate
Step 5: Carve the company seal
Step 6: Open a foreign direct investment capital account at a bank
Step 7: Apply for a Business License or a Certificate of Eligibility to Operate (if any)
Step 8: Carry out procedures after establishing a company, such as: Tax declaration, accounting, periodic reporting, etc.
2) Steps to establish a company with foreign investment capital in the form of capital contribution, share purchase, and capital repurchase of a company with a business registration certificate.
In case an enterprise carries out procedures to establish a company with foreign investment capital in the form of capital contribution, share purchase, and capital repurchase of a company with a business registration certificate, there will be 6 steps as follows:
Step 1: Establish a company with 100% Vietnamese capital
Step 2: Carry out procedures to register capital contribution, share purchase, and capital contribution purchase of foreign investors
Step 3: Foreign investors contribute capital, purchase shares, and capital contribution of of Vietnamese enterprises
Step 4: Carry out procedures to change the Certificate of Business Registration (change capital contributors, shareholders)
Step 5: Apply for a Business License or a Certificate of Eligibility to Operate (if any)
Step 6: Carry out procedures after establishing the company, such as: Tax declaration, accounting, periodic reporting, etc.
VIII- CHOOSING THE FORM OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT IN VIETNAM
As presented, when investing in establishing a company in Vietnam, foreign investors can choose 02 forms:
(1) Establishing a company with foreign investment capital when the investor contributes capital from the beginning;
(2) Establishing a foreign-invested company in the form of capital contribution, share purchase, and capital acquisition of a company with a business registration certificate
Investors who want simpler procedures, especially if foreign investors combine with Vietnamese investors to do business together, should choose to invest in the form of capital contribution, share purchase, and capital acquisition of a Vietnamese company.
In this form, the company establishment procedure is simpler, and investors will save costs:
- Proof of company headquarters is not required;
- Investors do not have to apply for an Investment Registration Certificate;
- During operation, many legal procedures and costs will be reduced when there are changes related to the Business Registration Certificate.
Benefits of establishing a company with foreign investment capital through capital contribution and share purchase:
When foreign investors establish a company through capital contribution and share purchase, they will receive the following benefits:
- Reduce paperwork: No need to apply for an Investment Certificate, helping to simplify the process when there is a change in business registration with state agencies.
- Easy change procedures: The information change process is similar to that of domestic enterprises, creating convenience for investors.
- Skip the investment information update procedure: No need to update investment information into the investment management system, saving time and effort.
- Simple proof of financial capacity: The process of proving financial capacity becomes easier, reducing barriers for investors.
- Exemption from procedures for granting Investment Registration Certificates: When foreign investors contribute capital or purchase shares in a Vietnamese company that already has a Business Registration Certificate, they do not need to carry out procedures for granting Investment Registration Certificates, even when purchasing 100% of the contributed capital.
IX- SERVICES FOR ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM BY GOLDEN STAR
Here are the things Golden Star will do when performing the service:
- Consulting on conditions for establishing a foreign-invested company: Capital contribution ratio of foreign investors in Vietnam; business conditions of each industry; project implementation location; note the procedures before and after establishing a foreign-invested company;
- Consulting and guiding investors to prepare necessary documents to establish a foreign-invested company;
- Consulting on the process and procedures for applying for an investment certificate and establishing a business;
- Drafting complete documents;
- Submitting application for an investment license and business registration certificate to the competent authority;
- Monitor and resolve issues arising during the process of applying for an Investment Certificate;
- Receive results on behalf of the enterprise at the competent authority as prescribed;
- Hand over the Investment Certificate, Business Registration Certificate, seal, ... to the enterprise;
- Publish establishment information on the National Business Registration Information Portal;
- Consult on opening a capital transfer account, capital contribution period;
- Support post-establishment procedures such as: Buying digital signatures, initial tax declaration, ordering electronic invoices and notification of invoice issuance...
- Consulting and performing services: Accounting, tax declaration, tax consultancy, work permit, temporary residence card... for foreign investors in Vietnam
X- SERVICE FEES AND TIME TO ESTABLISH A FOREIGN-INVESTED COMPANY IN VIETNAM
This fee schedule is for reference only, please contact Golden Star for an exact quote.
|
No |
Service |
Time |
Fee (VND) |
|
1 |
Apply for investment registration certificate |
from 15 - 30 working day |
from 15.000.000 |
|
2 |
Apply for Enterprise registration certificate |
From 05- 07 working day |
from 3.500.000 |
XI- RESULTS CUSTOMERS RECEIVE WHEN USING THE SERVICE OF ESTABLISHING A COMPANY WITH FOREIGN INVESTMENT CAPITAL OF GOLDEN STAR
When using the service of establishing a company with foreign investment capital at Golden Star, customers will receive the following results:
1) Investment registration certificate;
2) Business registration certificate;
3) Company round seal;
4) Bank account opening file;
5) Digital signature;
6) Electronic invoice;
7) Announcement of business registration information;
8) Free legal advice during the business establishment process.
XII- WHY DO YOU CHOOSE GOLDEN STAR'S COMPANY ESTABLISHMENT SERVICE?
a) Many years of experience in providing company establishment services
With more than 15 years of experience in providing company establishment services, Golden Star's professional company establishment services have been trusted and chosen by thousands of partners.
b) Dedicated and enthusiastic consulting
Customers will be directly consulted by a team of consultants on industry codes, charter capital, conditions for company establishment... in accordance with each customer's business requirements.
c) Save time and costs
Do you want to save time and costs when establishing a company? Golden Star's professional company establishment service will help you save time and costs when establishing a company.
d) Fast company establishment time
Do you need a company specializing in providing company establishment services, performing professional company establishment procedures, with fast processing time, accurate procedures, professional, dedicated, enthusiastic service, reasonable prices? Golden Star will help you
e) Support in solving accounting and tax issues
Company registration procedures are the initial stage but only a very small part in the operation process of a business. Post-establishment issues, especially tax, accounting, business law ... are the important issues and directly affect business operations.
As a company specializing in the field of accounting, performing tax procedures in Vietnam, Golden Star will advise on tax calculation methods, types of taxes, types of invoices ... so that businesses can both operate legally and optimize taxes to be paid.
XIII- WORKS TO DO AFTER ESTABLISHING A FOREIGN-INVESTED COMPANY
After receiving the Business Registration Certificate, the customer must perform the following tasks:
- Hang the company signboard at the company's head office.
- Open a company account to facilitate transactions with customers and electronic tax payment.
- Buy a digital signature to sign invoices, declare and pay taxes online, and conduct electronic banking transactions.
- Submit the business license fee declaration before January 30 of the year following the year of establishment. For example, if the enterprise is established on September 1, 2025, the deadline for submitting the business license fee declaration is before January 30, 2026.
- Buy an electronic invoice and complete the procedure for notifying the issuance of the invoice for use.
- Make capital contribution transfer to the company account within 90 days from the date of Business Registration Certificate.
- Apply for work permit for foreigners.
- Register social insurance for employees
- Record accounting books, prepare financial statements;
- Make tax declarations according to tax law.
- Make periodic reports according to specialized laws.
XIV- TYPES OF TAXES THAT FOREIGN-INVESTED COMPANIES MUST PAY AFTER ESTABLISHING THE COMPANY IN VIETNAM
Similar to 100% Vietnamese-owned companies, foreign-invested companies in Vietnam must pay the following basic taxes:
- Business license tax (according to the registered charter capital);
- Value added tax (according to the difference between the company's output and input);
- Corporate income tax (only payable when the company makes a profit, 20% of the company's profit);
- Export and import tax (if there are import and export activities);
- Resource tax (if there is use of resources);
- Special consumption tax (if doing business in a special restricted business line).
XV- ANSWERS TO SOME RELATED QUESTIONS
Question 1: Is establishing a foreign-invested enterprise more difficult than establishing a company with 100% Vietnamese capital?
Answer
Establishing a foreign-invested enterprise is more complicated and time-consuming than establishing a company with 100% Vietnamese capital because it requires two steps:
1) Applying for an investment registration certificate;
2) Applying for an enterprise registration certificate.
Question 2: Do foreign investors contribute charter capital in cash or by bank transfer?
Answer
Foreign investors can contribute capital in Vietnamese Dong or freely convertible foreign currency, but must contribute capital by bank transfer through an investment capital contribution account opened at a commercial bank.
Question 3: In what form do foreign investors usually invest in Vietnam?
Answer
Foreign investors often invest in business in Vietnam in the two most common forms of investment:
1) Investing in establishing an economic organization from the beginning and
2) Investing in contributing capital, buying shares, buying capital contributions in a company that has a Certificate of Business Registration
Question 4: What factors affect the capital ownership ratio of foreign investors?
Answer
The capital ownership ratio of foreign investors will depend on two factors:
- Business lines and professions and
- Regulations of international treaties on investment.
Question 5: In which cases are foreign investors not limited in their capital ownership ratio?
Answer
Foreign investors are not limited in their capital ownership ratio if they are not subject to any international treaties and are not on the List of business lines and professions with limited foreign ownership. At that time, the ownership ratio of foreign investors may not be limited and the ownership ratio may be up to 100%.
Question 6: What assets are included in the capital contribution to establish an enterprise?
Answer:
According to Article 34 of the Enterprise Law 2020, the assets contributed to establish an enterprise are as follows:
1. Assets contributed to capital are Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how, and other assets that can be valued in Vietnamese Dong.
2. Only individuals and organizations that are legal owners or have legal rights to use the assets specified in Clause 1 of this Article have the right to use such assets to contribute capital in accordance with the provisions of law."
Question 7: What is the deadline for contributing investment capital?
Answer:
Investors must contribute investment capital on time according to the progress recorded in the Investment Registration Certificate.
In case the investor does not contribute enough capital within the committed deadline, he/she must extend the investment capital contribution (if there is a legitimate reason). In case of late extension, he/she will be fined for late capital contribution.
Question 8: Is it mandatory to open a direct investment capital account?
Answer:
Yes.
According to regulations, a "Direct investment capital account" is a payment account in foreign currency or Vietnamese Dong opened by a foreign direct investment enterprise or foreign investor at a licensed bank to conduct transactions related to foreign direct investment activities in Vietnam.
Thus, foreign investors are required to open a foreign direct investment capital account and make timely capital contributions to this account.
Question 9: After establishing a company, what if the capital contribution is not sufficient as registered?
Answer
The Enterprise Law requires members/owners/shareholders of LLCs with 2 or more members, LLCs with 1 member, and joint stock companies to contribute sufficient capital within 90 days from the date the company is granted a Certificate of Enterprise Registration.
In case the charter capital is not fully contributed within the above deadline, the company must register an adjustment to the charter capital with the business registration authority within 30 days from the last day the charter capital must be fully contributed.
If the above deadline expires and the company still fails to change the charter capital, it will be subject to administrative sanctions according to regulations.
Question 10: Can a company name be the same as another company?
Answer
No
The company name is recognized throughout Vietnam and is unique. Therefore, to avoid confusion, you cannot name your company the same as a previously established and still operating company.
Specifically, a company name consists of 3 parts: Company + Type (LLC or Joint Stock) + Proper name. You cannot duplicate this proper name (even if it is a different type but the same proper name is not allowed.
Question 11: Can the address of an apartment be used as a company headquarters?
Answer
No
An apartment that is only for residential purposes cannot be used as a company headquarters.
Apartments with mixed functions, both for residential and office use (offcetel), can be used as company headquarters.
Question 12: What types of taxes must a company pay after the company is established?
Answer:
When a company is established, the company must declare and pay the following taxes:
- Business license fee: From VND 2,000,000 to VND 3,000,000/year, depending on the number of registered charters as follows:
If the charter capital is not more than VND 10 billion: VND 2,000,000/year.
If the charter capital is more than VND 10 billion: 3,000,000 VND/year.
Currently, newly established enterprises will be exempted from business license tax until December 31.
- VAT: Declare and pay tax according to the declaration;
- Corporate income tax: Declare and pay tax according to the declaration; 20% of total profit of the fiscal year;
- Personal income tax: This is a tax calculated on the income of employees. Declare and pay tax according to the declaration.
Taxable income and tax rates according to the personal income tax table.
- Environmental protection tax: This tax applies to companies operating in the fields of gasoline, plastic bags, coal, termite killer, herbicide;
- Import tax: Applies to companies importing goods from abroad
Question 13: Are business license tax/fees exempted in the first year of establishment?
Answer:
YES.
Newly established companies will be exempted from business license fees until December 31.
During this tax exemption period, branches and business locations of that enterprise will also be exempted from business license tax in the first year of establishment.
Question 14: Is it mandatory to purchase a digital signature after establishing a company?
Answer:
REQUIRED
After establishing a company, it is mandatory to purchase a digital signature. Only with a digital signature can tax declarations be submitted according to regulations.
Question 15: After establishment, if there are no output or input invoices, do they have to submit tax declarations?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still submit tax declarations, keep accounting books, prepare financial statements, and make tax finalizations.
Question 16: If our company does not generate output or input invoices, do we have to keep accounting books and prepare financial statements?
Answer:
Yes.
According to Vietnamese law, even if there are no output or input invoices, enterprises must still keep accounting books and prepare financial statements.
Question 17: How does the value of investment capital relate to the issuance of work permits to investors and representatives of foreign organizations investing in Vietnam?
Answer
Investment capital not only proves the financial capacity of investors when investing in Vietnam but also serves as a basis for determining whether investors must obtain a work permit or not.
Being the owner or contributing member of a limited liability company with a capital contribution value of 3 billion VND or more is exempt from a work permit in Vietnam.
For investors contributing capital in Vietnam less than 3 billion VND, they are not exempted from work permits, investors still have to apply for work permits.
Question 17: How does the value of investment capital relate to the issuance of temporary residence cards for investors and representatives of foreign organizations investing in Vietnam?
Answer:
For foreign investors contributing capital in Vietnam less than 3 billion VND, they are not issued temporary residence cards, only visas with the symbol DT4 are issued, with a validity period of no more than 12 months.
For investors with capital contributions from 3 billion VND to less than 50 billion VND, temporary residence cards are issued for a validity period of no more than 3 years;
For investors with capital contributions from 50 billion VND to less than 100 billion VND, temporary residence cards are issued for a validity period of no more than 5 years;
For investors with a capital contribution of VND 100 billion or more, the temporary residence card is issued for a period of no more than 10 years.
Question 18: How is the value of the investment capital contribution related to the issuance of visas to investors and representatives of foreign organizations investing in Vietnam?
Answer:
According to this regulation, there are 04 types of visas issued to foreign investors in Vietnam and they are classified based on the value of the investor's capital contribution in Vietnam, specifically including:
- DT1 - Issued to foreign investors in Vietnam and representatives of foreign organizations investing in Vietnam with a capital contribution of VND 100 billion or more or investing in industries, professions with investment incentives, and investment incentive areas decided by the Government.
The visa code DT1 is valid for no more than 05 years.
- DT2 - Issued to foreign investors in Vietnam and representatives of foreign organizations investing in Vietnam with capital contributions of VND 50 billion to under VND 100 billion or investing in industries and professions encouraged for investment and development as decided by the Government.
Visa code DT2 is valid for no more than 05 years.
- DT3 - Issued to foreign investors in Vietnam and representatives of foreign organizations investing in Vietnam with capital contributions of VND 3 billion to under VND 50 billion.
Visa code DT3 is valid for no more than 03 years.
- DT4 - Issued to foreign investors in Vietnam and representatives of foreign organizations investing in Vietnam with capital contributions of less than VND 3 billion.
Visas with symbols NG1, NG2, NG3, NG4, LV1, LV2, DT4, DN1, DN2, NN1, NN2, NN3, DH, PV1, PV2, TT are valid for no more than 01 year
Question 19: When do you need to apply for a Certificate of eligibility to do business? a business license, a sub-license?
Answer:
When an organization or enterprise operates in conditional business fields, it is necessary to have a Certificate of eligibility to do business, a Business License issued by a competent authority.
If an individual or organization conducts business in other industries or professions outside of Appendix IV of the Investment Law 2020, it is not necessary to apply for a Certificate of eligibility to do business.
For example:
For foreign-invested companies that retail goods or establish retail establishments: need to apply for a business license, a license to establish a retail establishment, etc.
In case the company conducts international travel business (inbound): Foreign investors are only allowed to conduct international travel business within the scope of bringing foreign guests to Vietnam (inbound)
In case the company conducts foreign language training business: Investors must request approval from the Department of Education and Training during the process of granting the Investment Registration Certificate. Before starting operations, the enterprise must apply for a Foreign Language Training Center Operation License at the Department of Education and Training.
Question 20: What is the process for providing company establishment services at Golden Star?
Answer:
Here are some basic steps in the company establishment consulting service process at Golden Star
Step 1: Receive customer requests, quote service
Step 2: Draft and sign service agreement
Step 3: Consult, draft documents
Step 4: Submit documents and receive results
Step 5: Hand over documents
Golden Star staff will hand over the Business Registration Certificate, seal and other documents to the customer.
Question 21: Should you use Golden Star Accounting's company establishment service?
Answer:
Yes. For the following reasons.
a) Many years of experience in business registration consultancy
b) Expertise and experience in company establishment;
c) Highly qualified and experienced staff;
d) Dedicated consultancy;
e) Reasonable prices.
Are you looking for enterprise establishment services in Vietnam?
For advice on services and enterprise establishemt service fees
Please contact Golden Star Accounting Company as follows:
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