Establishing a 100% Foreign-Owned Company

Since July 1, 2015, the 2014 Investment Law has come into effect. According to the provisions of the 2014 Investment Law, the process of establishing a 100% foreign-invested company is as follows:

Step 1: Register the investment policy with the provincial People's Committee

Foreign investors intending to invest in Vietnam must apply for an Investment Registration Certificate. However, before applying for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the provincial People's Committee.

Required Documents:

• Request for project implementation;

• For individual investors: A copy of ID card, citizen’s card, or passport;

• For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status;

• Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project;

• A copy of one of the following documents:

  • Financial report for the last 2 years;

  • Financial support commitment from the parent company;

  • Financial support commitment from a financial organization;

  • Financial guarantee of the investor’s capacity;

  • Documents explaining the investor’s financial capability;

• Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project;

• Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer from the technology transfer restricted list.

Note: Projects not requiring an investment policy decision do not need to complete this step.

Where to submit the documents: Investment registration agency

Processing time: 35-40 working days from the date of receiving valid documents.

Step 2: Apply for the Investment Registration Certificate

Foreign investors must apply for an Investment Registration Certificate in the following cases:

• Foreign investor’s investment project;

• Investment project of an economic organization where:

  • Foreign investors hold 51% or more of the charter capital, or the majority of the general partners are foreign individuals in the case of a partnership;

  • The above-mentioned economic organization holds 51% or more of the charter capital;

  • The foreign investor and the above-mentioned economic organization together hold 51% or more of the charter capital.

Required Documents:

• Request for project implementation;

• For individual investors: A copy of ID card, citizen’s card, or passport;

• For organizational investors: A copy of the Certificate of Establishment or other equivalent documents verifying legal status;

• Investment project proposal, including: investor’s name, investment objectives, investment scale, investment capital, capital mobilization plan, location, duration, investment progress, labor requirements, proposed investment incentives, and economic-social impact evaluation of the project;

• A copy of one of the following documents:

  • Financial report for the last 2 years;

  • Financial support commitment from the parent company;

  • Financial support commitment from a financial organization;

  • Financial guarantee of the investor’s capacity;

  • Documents explaining the investor’s financial capability;

• Proposed land use: If the project does not request land allocation, lease, or change of land use purpose, submit a copy of the lease agreement or other documents confirming the investor’s right to use the location for the investment project;

• Explanation about technology use, including: technology name, technology origin, process diagram, main technical specifications, usage status of machinery, equipment, and technology lines for projects using restricted technology transfer;

• BCC contract for investment projects in the form of BCC contracts.

Where to submit the documents: Investment registration agency

Processing time:

• For projects not requiring an investment policy decision: 35-40 working days from receiving complete documents;

• For projects requiring an investment policy decision: 10-15 working days from receiving the investment policy decision document.

Step 3: Establish a company and obtain the business registration certificate

After obtaining the Investment Registration Certificate, the investor needs to prepare documents to establish a company.

Required Documents for Limited Liability Company:

• Application for business registration;

• Company charter;

• List of members;

• Copies of the following documents:

  • ID card, citizen’s card, passport, or other legally recognized personal identification of individual members;

  • Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization;

  • For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized;

• Foreign investor’s investment registration certificate according to the Investment Law.

Required Documents for Joint-Stock Company:

• Application for business registration;

• Company charter;

• List of founding shareholders and foreign investors (including authorized representatives, if any);

• Copies of the following documents:

  • ID card, citizen’s card, passport, or other legally recognized personal identification of individual members;

  • Establishment decision, business registration certificate, or equivalent documents of the organization, and power of attorney; ID card, citizen’s card, passport, or other legally recognized personal identification of the legal representative of the organization;

  • For foreign organization members, a copy of the business registration certificate or equivalent documents must be notarized and legalized;

• Foreign investor’s investment registration certificate according to the Investment Law.

Where to submit the documents: Business registration agency

Processing time: 5 working days from receiving complete documents.

Step 4: Publish the company establishment announcement

After receiving the business registration certificate, the company must publicly announce the establishment on the national business registration portal in accordance with procedures and pay fees as required.

The publication must include the business registration certificate and the following information:

• Business sector and activities;

• List of founding shareholders and foreign investors (for joint-stock companies).

Where to submit: Business registration agency

Step 5: Company seal creation

After receiving the business registration certificate and completing the company announcement, the company will create a seal at an authorized seal-making unit. The company may decide the quantity and format of the seal within the limits of the law.

Step 6: Publish the seal sample on the national business registration portal

After the seal is created, the company must upload the seal sample on the national business registration portal and will receive a confirmation notice from the Department of Planning and Investment.

Where to submit: Business registration agency

Processing time: 3 working days from receiving complete documents.

If you encounter any difficulties or require legal advice, please feel free to contact us for further details.