SPECIAL GUIDE FOR FOREIGN INVESTORS

A Special Guide from LawPlus for First-Time Foreign Investors in Vietnam.

This Article is intended to assist you, LawPlus’s Valued Clients, by providing the important information you need to know before investing in Vietnam. We will highlight the current and relevant regulations, as well as our experience gained through many years of practice. We hope this guide will equip you with the necessary documents and a good understanding of the general conditions for foreign investors under Vietnamese law.

LawPlus authored this guide based on legal regulations in effect as of March 2024. Because legal regulations may change, we recommend that you seek our specific advice for your situation before you decide to enter the Vietnamese market. LawPlus is.dedicated to your success in the Vietnamese market and helping you overcome any hurdles in the Vietnamese investment process, ultimately propelling your business growth.

I. WHAT SHOULD YOU KNOW AND PREPARE TO ESTABLISH A COMPANY IN VIETNAM?

1. Investor Information

Vietnam welcomes investors, both organizations and individuals, from any country or territory in the world. However, Vietnam may have international, mutual, or partial commercial agreements with specific countries or territories. Therefore, the conditions applied to foreign investors and their apparel-related business lines may differ. It will critically affect your intention to enter Vietnam.

2. Business Activities

Vietnam’s investment policy categorizes industries into five main groups for foreign investors:

• Encouraged Industries: This group offers foreign investors incentives to invest, particularly preferential tax policies to make investment highly attractive.
• Open Industries: Investors can freely invest in this group without any special conditions.
• Conditionally Allowed Industries: For this group, investors can participate if they meet specific criteria, including capital requirements, investment form, operational scope, investor and partner capacity, sub-licenses, etc. Investors must maintain compliance with these conditions throughout their operation.
• Uncommitted Industries: Vietnam has not yet opened these industries to foreign investment. Consultation with relevant government ministries is required for each specific case. Therefore, securing approval for investment in this group is very challenging and often unsuccessful.
• Prohibited Industries: Foreign investors are strictly .prohibited from registering businesses in this group.

How can LawPlus help you? Simply provide LawPlus with your investor’s information and the company’s planned business activities. We will guide you through all the specific requirements you need to meet to operate legally in Vietnam, including necessary licenses and specific conditions. We will efficiently assist you in navigating the procedures and obtaining the licenses required for legal operation. Our comprehensive one-stop services ensure you have all the support you need to succeed in Vietnam.

3. Investment Capital

Investment Capital consists of two sources:

• Charter Capital: This refers to the initial investment that the owners (or investors) agree to contribute to the company at its establishment.
• Mobilized Capital (if any): This refers to additional funds the company may raise through external sources, such as loans or future investments.

Normally, the company’s Investment Capital will be equal to the Charter Capital.

Minimum Charter Capital requirements:

• Groups 1 (Encouraged Industries) and Group 2 (Open Industries): There is typically no minimum charter capital requirement unless incentives are contingent on investment capital. While there may not be legal minimum investment requirements, it’s crucial to have a sufficient investment capital plan that aligns with your registered business activities. An unrealistically low investment amount could raise concerns with licensing authorities and potentially lead to application rejection.
• Group 3 (Conditional Business Industries): The level of required Charter Capital, investment capital, or minimum deposit for registration varies depending on the specific industry and regulations within group 3 (conditional business industries).

How can LawPlus help you? Once you determine your specific business line, LawPlus can advise you on any legal requirements for minimum Charter Capital or Deposit. While there is no minimum investment capital requirement, registering an amount of capital equal to or greater than your business needs is .recommended. This is especially important for foreign business owners applying for a work permit or Temporary Residence Card (TRC), as a viable investment in your company is a prerequisite for approval. Important Note: The full Charter Capital must be. transferred from the investor account to the company’s investment bank account within 90 days of the Enterprise Registration Certificate (ERC) issuance date. These funds can then be used to finance the company’s operations.

4. Business contact information

The company must have a fixed head office address for registration purposes and maintain its registered office there during that period. The company’s head office address will determine the local authorities that the company will work with. Most foreign investors will lease an office in Ho Chi Minh City as it is the biggest and the commercial and financial center of Vietnam. For those having a factory, the industrial zone will be the best destination with many favorable tax incentive policies.

In addition, you also need to provide a phone number that will be .registered and recorded in the Enterprise Registration Certificate.

Important note:

• The relevant government agency reserves the right to conduct physical verification of the registered address provided during the tax registration process and at any point during the company’s operation. If it is .determined that the Company is not operating at the registered address, it is likely that the Company will have its tax code closed and be fined for violations.
• All official notifications from state agencies will be sent to the Company’s registered address.
• In case there is a change in the head office address, procedures for adjusting the address must be carried out according to regulations.
• The registered address and phone number will be publicly available on the national business registration and tax system portal, accessible by any party. Be aware that this may lead to unsolicited advertising or service offers.

How can LawPlus help you? If you already have an address, please provide us with the lease contract signed by the company owner (or the investor) and documents that prove the lessor’s legal ownership of the property. In case you do not have it, we can assist you with the registration address or an office according to your needs. We will work with the lessor to collect the necessary documents for opening your company. In case there are any checks carried out by the relevant authorities during the tax registration process, we will work with them as well.

5. Business name

The company’s name includes a Vietnamese name, a foreign name (optional), and an Abbreviation (optional).

• The Vietnamese name must comply with regulations on naming, must be unique, and not be already in use. The company’s name will consist of two elements in the following order:
• Type of business;
• Personal name.

For example: Công ty   TNHH   ABC

• Foreign name (optional): in case an enterprise wants to register an additional name in a foreign language, the foreign name must be .a name translated from the Vietnamese name and can only be .translated into one of the languages in the Latin script. When translated into a foreign language, the business’s proper name can remain unchanged or be .translated according to the corresponding meaning in the foreign language.

For example: ABC  Company  Limited

• Abbreviation (optional): in case an enterprise wants to register an abbreviated name, the abbreviated name is abbreviated from the Vietnamese name or name in a foreign language.

For example: ABC  Ltd.

How can LawPlus help you? You just need to choose the main name of the company. LawPlus will recommend a full name that complies with Vietnamese law and check for you in advance whether you can register such a name or not. If you change your name at any time during your operation, you must re-register according to the corresponding procedures.

6. Types of legal entity

There are 3 popular types of businesses for foreign investors:

• Limited Liability Company owned by one organization or individual (LLC)
  • The owner is liable for the company’s debts and other financial obligations with all of his/her assets.
  • Suitable for investors who want complete control over their business operations.
• Limited Liability Company with Two or More Members (LLC)
  • Has at least two members and not more than 50 members who contribute capital.
  • Members are liable for their contributed capital to the company.
  • Suitable for investors who want to cooperate to do business.
• Joint Stock Company (JSC)
  • Must have three or more members.
  • The charter capital is divided into equal parts called shares.
  • Shareholders are liable for the number of shares they own.
  • Suitable for investors who want to raise capital from various sources.

In general, most of our Clients choose LLCs because of the flexibility in quantity of members and limited liability for capital contributions. However, JSC is better suited for Mergers and Acquisitions (M&A) or Initial Public Offerings (IPO) down the road.

How can LawPlus help you? To best assist you, you should share with us about your goals for the company. Knowing your intentions will allow us to recommend the most suitable legal entity type for your needs and respective legal structure as well. It’s important to remember that different types of legal entities have distinct organizational structures and legal requirements. These will have a significant impact on how your company functions after it’s established.

7. Obtain all required licenses for the Company

For direct investment in Vietnam, the basic steps to implement an investment project can be .listed in the following order:

Step		Estimated timeline	Results
1	Register for the project approval (if the project is subject to approval by law)	depending on the project scale	Approval
2	Register the project	25-30 working days	Investment Registration Certificate (IRC)
3	Register a legal entity	7-10 working days	Enterprise Registration Certificate (ERC)
4	Apply for licenses, certificates, permits, and other procedures depending on the company’s activities	according to the regulations of each procedure	corresponding licenses, certificates, or permits

Important note:

• The order of the above steps is mandatory. Therefore, the following step will inherit the results of the previous step without being expanded upon or registered differently.
• All signatures and information must be consistent between the documents. After the application has been .submitted to the competent authorities, it will be handled by themselves according to regulations without any party having the right to intervene.
• Business information after registration in step 3 will be .published according to regulations, so other parties can access this information.

What are the required documents to establish the company in Vietnam? A passport/ID card of each investor A passport/ID card of each legal representative Lease contract of the office A bank statement showing an account balance equal to or exceeding the amount to be invested in the company of each investor. Other documents and information advised by LawPlus on a case-by-case basis. Note: All legal documents issued outside of Vietnam must be consular legalized, translated, and notarized for use in Vietnam. Information in all documents must be accurate and consistent

How can LawPlus help you? After having all the necessary information, LawPlus will advise you on all licenses, certificates, and procedures required for your business. We will outline all relevant conditions and guide you through each one. We will also prepare all the documents for your signature, liaise with the authorities, explain to you any additional requirements, and keep you updated on the progress of your application. With our experience, we can streamline your investment process and help you overcome any procedural or language barriers.

II. WHAT NEWLY ESTABLISHED COMPANIES NEED TO DO AFTER RECEIVING THE ERC

1. Opening bank accounts

After obtaining the ERC, the company must have the following bank accounts under its name:

• Foreign Direct Investment Bank Account:
• As mentioned in the Important Note part of Section 3, the investors have to fund the company with their registered investment amount within 90 days from the date of ERC. The investment amount must be .transferred from the investor’s bank account to the Foreign Direct Investment Bank Account of the company.
• Each foreign direct investment enterprise must open one Foreign Direct Investment Bank Account for each currency (including Vietnamese dong and foreign currency) for capital contribution and must be .opened at the same authorized bank.
• The Foreign Direct Investment Bank Account is only .used for receiving investment capital and those transactions that are limited by the laws. It can not be used for normal business transactions. Therefore, after receiving the investment capital, the company can transfer this investment amount to the Operation Bank Account for its business transactions.
• Operational Bank Account(s)

The company can open one or more bank accounts used for its business transactions, at one or more banks and with one or more currencies. The operational bank account will be opened under the company’s name and also used to receive funds transferred from the Foreign Direct Investment Bank Account. At least one VND operation bank account must be registered for paying taxes and other government payments.

Companies need to notify the tax authority of the bank account number within 30 days from the date of opening the account.

How can LawPlus help you? Bank accounts should be .opened at reputable and authorized banks in Vietnam that have connections to the authorities’ payment systems and offer favorable statement regimes for future recognition of the company’s expenses. Not all banks in Vietnam meet these conditions. LawPlus will recommend banks that, in our experience, meet the above conditions, assist with working with banks, prepare documents, and accompany Clients to open necessary bank accounts.

2. Making the red stamp of the Company

According to Vietnamese law, companies must have a legal stamp. Therefore, after obtaining an ERC, the company needs to make a stamp (possibly more than one).

The stamp must have full content and follow the prescribed format. The stamp will be .kept at the headquarters and used for stamping the signatures of the company’s legal representatives, true copies of documents of the company, multi-page documents, etc.

Ex: Red stamp of LawPlus

In addition to the company’s stamp, it is common practice to create a stamp that includes the name and title of the legal representative(s). This stamp can then be .used to apply to legal documents signed by the legal representative(s) below the signatures.

3. Registering for taxes

Right after obtaining the ERC, the Company has to register for taxation information, including:

• Register an accounting system with the tax authority;
• Register an online account to submit tax reports and pay taxes, insurance, and other duties of the Company;
• Buy a token – electronic signature – used to submit tax reports online;
• Buy e-Invoices;
• Register e-invoice with the tax system.

Besides, newly established companies must submit an initial tax declaration within 30 days from the date of receiving the Certificate of Enterprise Registration.

4. Accounting, tax declaration and report

The new set-up company must declare and pay tax timely, accurately, and by the law.

What will accountants do?

These are the main duties accountants must perform:

• Invoice issuance and checking the validity of incoming invoices.
• Checking and recording for output and input costs in ledgers.
• Accounting for costs and revenue according to standards.
• Declaring, and paying corporate income tax (CIT) on a monthly/quarterly basis.
• Calculating, declaring, and paying value-added tax (VAT) on a monthly/quarterly basis.
• Declaring, calculating, and paying personal income tax (PIT) on a monthly/quarterly basis.
• Preparing initial or additional license tax declarations (if any) and paying annual license tax.
• Preparing and completing.accounting documents, records, and books, including general ledgers, detailed ledgers, inventory ledgers, expense, and asset allocation ledgers, fixed asset depreciation ledgers, printing receipts and expense ledgers, and record-keeping books and documents.
• Annual settlement: tax settlements for CIT, PIT, and preparation of financial statements.
• For FDI enterprises, financial statements must be .audited once a year. The accountant should find and recommend a reputable audit firm; prepare audit request documents; and work with the auditor until the audit is finished and the report is released.
• Make the report to the competent authorities regarding the activities of an FDI company.

The company should have an accountant to handle accounting works, even if it has revenue, operates, and has transactions or not. Moreover, the company has to comply with Vietnamese accounting regulations to avoid being .fined for having their tax code locked.

For new and/or small businesses, newly established businesses, or those with inexperienced accountants, using accounting services is the best choice to optimize time and costs.

5. Payroll, Social Insurance and PIT

When a company begins to employ employees, it is necessary to comply with.the provisions of Vietnamese law on labor, insurance, and related taxes.

The main tasks are as follows:

• Develop salary scales and charts according to the company’s policies.
• Allocate salary, bonus, and welfare costs under legal regulations.
• Calculate monthly salary, piecework wages, and hourly wages.
• Calculate and declare social insurance for employees.
• Register for an increase or decrease in the workforce.
• Declare and register for dependent deductions.
• Prepare social insurance closing documents (or Finalize social insurance for the period)
• Declare and register for employee PIT numbers and insurance codes.
• Labor report.
• Consultation on necessary HR policies.

Important Notes:

Foreigners who intend to work in Vietnam must obtain a Work Permit, Work Visa, or Temporary Residence Card before commencing employment with the Company.

6. Hang the company signboard

Newly established companies need to hang the company signboard at the company’s headquarters.

A company signboard must display the company name, head office address, phone number, and any other information required by law.

7. Complete the conditions on licenses, certificates, and capital

Newly established companies need to complete the conditions on licenses, certificates, and capital according to legal regulations.

For example:
– Restaurant businesses, food hygiene, safety, and alcohol and tobacco: sales licenses
– Tour businesses: a travel business license
– Retail businesses: a business license
– Operate a foreign language center: a license to establish one.

Must-have list after obtaining the ERC Opening the bank accounts Marking the red-stamp Registering for taxes Accounting and tax declaration and report Payroll, social insurance and PIT Hang the company signboard Complete the conditions on licenses, certificates, and capital The above tasks are must-do items, but not all the things that new companies have to do after obtaining the ERC.

How can LawPlus help you? It must be said that, after a company is established and put into operation, compliance with accounting, tax, and labor regulations is extremely important. Violations, if any, will result in the business’s liability to the government and/or lead to inspections.by competent authorities, and/or lead to disputes regarding the employer’s responsibilities. Because of the importance of accounting and tax activities under Vietnamese laws, LawPlus provides clients with tax registration, accounting, tax, and payroll activities to comply with regulations, ensuring its legal and smooth operation. Due to LawPlus’s strength as a law firm, we update the latest legal regulations, and.instructions from competent authorities, and work with relevant authorities. Therefore, we can confidently say that we have the knowledge base to ensure company operations comply with regulations. For clients who lack the necessary expertise or resources, outsourcing these activities to a qualified service provider can ensure accuracy, efficiency, and peace of mind. Regarding clients who become operational, have a high volume of transactions, and possess appropriate specialized personnel, handling these activities in-house can provide greater control. In addition, we can also assist you with other requirements such as making the company signboard and obtaining all necessary licenses, certificates, capital, visas, work permits, TRC, and so on. We can guide you through every step to ensure your newly established company operates smoothly and legally.

Thank you very much for spending time reading this document. LawPlus is very happy to discuss with you if you have any questions. Please contact us via the following information:

• Hotline (Vietnamese): 0965 052 039  I  0961 286 660 (WhatsApp, Viber, Zalo)
• Hotline (English): 0966 008 030  I  0965 052 039 (WhatsApp, Viber, Zalo)
• Phone: +84 2862 779 399 I  +84 2862 706 858
• Website: www.lawplus.vn
• Address: 86 Xuan Thuy street, Thao Dien ward, Thu Duc city, Ho Chi Minh City, Vietnam