How to establish an FDI company or FDI enterprise in Vietnam in 2024?

How to establish an FDI company or FDI enterprise in Vietnam?

Foreign investors can establish FDI enterprises in the following two ways:

Method 1: Establish a company directly from foreign investors' capital

Method 2: Contribute capital, buy shares, or contribute capital to a Vietnamese company (simpler understanding is to establish a company with 100% Vietnamese capital and then transfer capital to foreign investors. This method does not require application for Investment certificates).

Procedures for establishing FDI companies and FDI enterprises with direct capital from foreign investors in Vietnam

For the plan to establish a direct FDI enterprise in Vietnam, investors need to follow the following basic steps:

a) Declare information about investment projects online on the National Foreign Investment Information System

Before carrying out the procedures for granting the Investment Registration Certificate, the investor declares information about the investment project online on the National Information System on Foreign Investment. After the enterprise submits the hard copy application, it will be granted an account to access the National Information System on Foreign Investment to monitor the application processing status. At the same time, the Investment Registration Agency also uses the National Information System on Foreign Investment to receive, process, and return results of investment registration dossiers, update the status of dossier processing, and grant code for investment projects.

b) Submit application for Investment Registration Certificate

Within 15 working days from the date of online declaration according to step 1, the investor submits a paper application (hard copy) applying for an Investment Registration Certificate to the Investment Registration Authority;

Within 15 days from the date of receiving complete documents, the investment registration agency shall issue an Investment Registration Certificate; In case of refusal, the investor must be notified in writing and clearly state the reason.

Dossier to request issuance of Investment Registration Certificate includes:

Document requesting implementation of investment project;

Investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital and capital mobilization plan, location, term, investment progress , labor needs, proposals for investment incentives, assessment of impact and socio-economic efficiency of the project;

c) Submit application for Business Registration Certificate and legal entity seal

After being granted the Investment Registration Certificate, the enterprise submits the application to the Business Registration Office - Department of Planning and Investment to issue the Business Registration Certificate and also the tax code;

Engrave the company seal.

d) Only for businesses that exercise the right to retail goods

Submit an application for a Business License to the Department of Industry and Trade

e) Open a direct investment capital transfer account

According to the provisions of the Enterprise Law, foreign investors need to contribute capital within 90 days from the date of issuance of the Business Registration Certificate. Therefore, immediately after establishing the company, investors need to open a direct investment capital transfer account.

f) Complete the following procedures for establishing a company

After establishing the company, the investor carries out the procedures for registering an account, purchasing numbers, paying license tax, declaring license tax, issuing invoices, declaring taxes...

Procedures for establishing FDI companies and FDI enterprises through the form of mergers and acquisitions, capital contributions, and share purchases in Vietnamese companies

To establish an FDI company or FDI enterprise in this form, investors need to take the following steps:

a) Register to purchase capital contributions or shares of Vietnamese companies

In fact, because the procedures for establishing a Vietnamese company are much simpler, many investors have chosen to establish a Vietnamese company first and then proceed with the procedures for purchasing capital contributions and shares of the Vietnamese company. You can also buy back the capital contribution or buy shares of an existing Vietnamese company.

Investors submit documents at the Investment Department - Department of Planning and Investment where the economic organization is headquartered to register for capital contribution, share purchase, and capital contribution to a 100% Vietnamese-owned Company.

In case the capital contribution, share purchase, or capital contribution of a foreign investor meets the conditions, the Department of Planning and Investment shall notify the investor in writing within 15 days from the date of receipt of complete documents. Carry out procedures for changing shareholders and members according to the provisions of law. In case the conditions are not met, the Department of Planning and Investment shall notify the investor in writing and clearly state the reason.

b) Change the Certificate of Business Registration to supplement foreign investor information

After receiving approval from the Investment Department - Department of Planning and Investment regarding approval for foreign investors to contribute capital, purchase shares, or capital contributions, the investor shall carry out the following procedures:

Carry out procedures for changing shareholders and members on the Business Registration Certificate (Enterprise Registration Certificate) according to the provisions of law at the Business Registration Office - Department of Planning and Investment.

Source: CongtyFDI.com