Question
My American partner wants to make the investment in Vietnam but does not know how to and in which procedures the investment can be carried out optimally. Please kindly advise the procedure and the fee.
Answer
Thank you very much for sending your questions to the Editorial Department – Online Consulting Department of Law Plus. We would like to answer your questions as follow:
Table of Contents/Mục lục
A – Forms of foreign investment in Vietnam
- Establishing a new enterprise with 1% to 100% of capital contributed by foreign investors
- Form of PPP contract (Investors, project enterprises shall sign PPP contracts with competent state agencies, also known as public-private partnerships);
- Form of BCC contract (signed between investors together)
- Foreign investor contributes share, purchase shares in a Vietnamese enterprise which have obtained a enterprise registration certificate.
The optimal and minimized procedure of foreign investment should apply with the following steps:
Step 1: Establishing a Vietnamese enterprise;
Step 2: Applying for a qualified license for conditional occupations;
Step 3: Transferring contributed capital to foreign investors;
For this option, a foreign-invested company, despite its member being a foreign investor, does not have to carry out the procedures for issuance of an Investment Registration Certificate (including cases of buying up to 100% of the company’s contributed capital). When an enterprise does not have an Investment Registration Certificate, it will minimize procedures when there are changes in the business registration with the state agency. To be specific:
– Simple changing procedures: Changing procedures are implemented like Vietnamese enterprise;
– Not obliged to report on the project implementation situation, investment supervision report;
– It is not necessary to carry out procedures to update investment information on the investment management system.
B – Procedures for investment registration
Law Plus consulted 2 most common investment cases today:
Foreign investors shall implement investment projects through enterprise established
For projects subjecting to investment policy decisions, investment registration agencies shall grant investment registration certificates to investors after receiving investment policy decisions.
For investment projects not subjecting to investment policy decisions, investors shall submit to competent agencies a dossier set, including:
- A written request for permission for execution of the investment project;
- A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization);
- An investment proposal that specifies investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
- Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;
- Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
- Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of this Law, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
- BCC contract for investment projects in the form of BCC contract;
Investment by contributing capital, buying shares, or buying capital contributions.
In case foreign investors invest in the form of repurchase of shares / contributed capital in the company has been established, foreign investors must carry out procedures to be approved by competent authorities, then foreign investors need to submit a dossier to a competent agency, including:
- A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment;
- A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization);
- Account statements correspond to the value of shares/ capital contributions acquired.
C – Procedures for enterprise registration
In case the investor establishes an enterprise, after being granted an investment registration certificate, the investor submits a dossier to a competent state agency to establish a new enterprise, including:
An application form for business registration
List of members / founding shareholders / partners
Charter of company
Certification of individuals / organizations participating in the establishment of the company
Power of attorney for Law Plus to carry out business registration procedures
Investment Registration Certificates
In case foreign investors invest in form of repurchase of shares / contributed capital, after obtaining investment approval from competent state agencies, investors need to carry out procedures to adjust the contents of business registration to adjust information of capital contributing members / founding shareholders, the dossier includes:
2.1. For limited liability companies
- Notice of changes to the business registration information;
- Contract of transferring or documents proving the completion of the transfer;
- Copy of the ID card or other ID papers in case the new member is an individual; Copy of Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization; the ID card or other ID papers of the authorized representatives and the letter of authorization.
- Document of the Planning and Investment Department approving the capital contribution, purchase of shares, capital contribution of foreign investors.
2.2. For joint-stock companies: Notice of changes to the business registration information
D – Law Plus provides the following services:
Consulting on types of businesses, business structure, capital contribution ratio of foreign investors in Vietnam;
Consulting on conditions and necessary documents for foreign investors to establish a foreign-invested company;
Consulting, drafting documents to establish companies for investors;
Working with competent Vietnamese authorities in the process of establishing enterprises on behalf of foreign investors. (Applying for investment registration certificate, investment approval document, business registration certificate, legal entity seal, publication of seal form, initial tax declaration procedure, electronic tax payment registration, excise tax, sign, bill)
Providing comprehensive legal advice on activities arising in the process of conducting business in Vietnam for investors.
Consulting and implementing corporate governance services: accounting, tax, labor, insurance …
Note: The content of advice and legal provisions referenced in the article is at the time of consulting and may no longer be effective at the time readers read this article. Therefore, for detailed advice and implementation support, please contact Law Plus via email info@lawplus.vn or phone number +84 2862 779399.
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