With the economic boom and fast growth, market access into Vietnam can never be easier, attracting foreign investors from all over the world. As a result, there comes a big wave of foreign-invested companies in Vietnam, raising the need for a legal understanding of setting up companies in Vietnam.
Related: How to get a permit to work in Vietnam
The threshold of all the work is to obtain an investment registration certificate as every foreign entity, organization, or individual is considered an investor and a foreign-invested company is an investment project. Only after achieving investment registration certificate, company set-up can be carried out.
The first one first, investors need to have a glimpse of lawful types of enterprise which, under the law of Vietnam, are: limited liability, joint-stock, partnership, a sole proprietorship. Out of four, limited liability and joint-stock are the two common ones. Both limited liability and joint-stock companies may have one or multiple legal representatives which must be specified in the company’s charter along with titles, rights and obligations. One import notice is that the law of Vietnam is silent on the minimum charter capital; hence, investors may contribute charter capital at desirable amount regardless of the type of enterprise.
Application for registration of multi-member limited liability companies, joint-stock companies, and partnerships should include the following:
- Application form for enterprise registration
- Company’s charter.
- List of members of multi-member limited liability company or partnership; list of founding shareholders and foreign shareholders of a joint-stock company. List of authorized representatives of foreign shareholders being organizations.
- Legitimate copies of ID document if the founder is an individual; Decision on establishment or certificate of enterprise registration or an equivalent document, ID document of the authorized representative and letter of attorney if the founder is an organization; Certificate of investment registration
Application for registration of single-member limited liability company is not so much different
- Application form for enterprise registration
- Company’s charter.
- List of an authorized representative and legitimate copies of ID documents of each authorized representative if the company is operated under the ownership of an organization
- Legitimate copies of ID paper of the company’s owner if the company is owned by is an individual; Decision on establishment or certificate of enterprise registration or an equivalent document, Charter or an equivalent document of the company’s owner if the company’s owner is an organization (except for State organization); Certificate of investment registration; Letter of attorney if the company is owned by an organization.
The founder or authorized representative shall submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated. After receiving the application, Business Registration Office shall give a confirmation slip, then enter information in the application into the National Enterprise Registration Information System and check the legitimacy of the application and documents contained therein. Business Registration Office shall issue the enterprise registration certificate and confirmation of the change of enterprise registration information within 03 working days from the receipt of the satisfactory application. If the application is not satisfactory, the Business Registration Office shall inform the applicant of necessary revisions and supplementation within 03 working days from the receipt of the application.
Once a business registration certificate has been attained, the enterprise will move forward to making and registering the company seal. The enterprise can legitimately decide the form, quantity, and contents of its seal and must specify the enterprise’s name and enterprise number on the seal. Before the seal is effectively used, the enterprise must send the seal design to business registration authority to be posted on the National Business Registration Portal. It should be taken into account that the management, use, and retention of the seal must comply with the company’s charter.
Establishment of Representative Office in Vietnam
Establishment of Branch in Vietnam
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