HOW TO SET UP A NEW COMPANY IN VIETNAM STEP BY STEP

Most of investors coming to invest in Vietnam are more or less in trouble with the legal procedures to get licenses legally operating their business. To help investors avoid such mistakes,

1. Related legal documents:

• Investment Law
• Enterprise Law

2. Information preparation

These are issues which are need to be considered and prepared before setting up company in Vietnam

• Choose the type of business entity. According to the Law on Enterprises, there are five common types of business entities at present: business cooperation contract, joint stock company, partnership company, limited liability companies (multi – member limited liability companies and single-member limited liability companies), public – private partnership. This decision plays an important role in making or breaking your business ideas in practice. Therefore, try consulting experts before you make decision. The number of members (shareholders) varies according to the kind of business. Based on that number, company owners prepare notarized copies of IDs or visas.

• Choose a name for your company. The name should be short, easy to remember and pronounce. It is not allowed to resemble other companies’ names which are available. Learn more information about available companies’ names at “National business registration portal” (dangkykinhdoanh.gov.vn).
• In addition to type of business entity and company name, there are also other issues needed to prepare carefully are choosing a place for your headquarter, determining authorized capital for your business, selecting a title for company’s representative in law and choosing a legal industry to register.

3. Registration process

After having prepared all the information needed to set up your company in Vietnam, you can initiate to compile documents as following:

• A document to apply for investment registration certificate
• Registration/written request for issuing Certificate of Investment
• Certification of legal status of the founding shareholders:
• For the founding shareholder as legal personality: legalized copy (not more than 3 months from submission of document) of Establishment Decision, Certificate of Business Registration or other equivalent documents, Articles of Association or others equally. The documents in foreign languages must be translated into Vietnamese and certified by the company specialized in translation.
• For the founding members as individuals: the legalized copy (not more than 3 months from submission of document) of documents: identification card, passport or any evidences of the individual’s valid legal status.
• Investment project proposals include the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, time limit and investment progress, demand for labor, proposals for investment incentives, impact assessment, socio-economic efficiency of the project
• Copies of one of the following documents: Financial statements of the latest 02 years of the investor; Commitment to financial support of parent company; Commitment to financial support of the financial institution; guarantee the financial capacity of investors; Documents explaining the financial capacity of investors.
• Proposal for land use; In case the project does not request the State to allocate or lease land or to permit the change of land use purpose, a copy of the lease agreement or other documents confirming the right of use of the land shall be submitted. current investment project
• Explanation on the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer according to the provisions of law on technology transfer, covering the following contents: origin of technology, process flow chart; Main specifications, use status of machinery, equipment and main technological lines
• BCC contract for investment projects in the form of BCC contract.

Agency for submitting application file: Business registration office

Time: The time needed for investment projects not subjected to investment policy is about 15 – 20 working days from the date of receipt of full documents.

For investment projects subject to investment policy: 05-10 working days from the date of receipt of the decision.

• A document for establishment of an enterprise
• Registration/written request for issuing foreign-owned business registration (form)
• The report on financial capacity of the investor prepared by and responsible for by the investor (the contents of the report must clarify the investment sources, investor’s financial capacity for implementation of the investment project).
• The draft Articles of Association of the Company corresponding to the type of enterprise (one-member limited liability Company, joint stock Company, Partnership Company). The draft Articles of Association must be signed by the company owner, legal representative for the one-member limited liability company; legal representative of members or the authorized representative for the limited liability company with more than 2 members; of the legal representative, of founding shareholders or the authorized representative of the founding shareholders for the Joint Stock Company. The contents of the Articles of Association must comprise the contents as stated in Article 22 of Law on Enterprise.
• The list of members corresponding to types of enterprise (form): the legalized copy (not more than 3 months from submission of document) of documents: identification card, passport or any evidences of the individual’s valid legal status.
• Power of Attorney of the Investor issued to the attorney in case the Investor is an organization and valid copy (notarized copy) of any document proving that the individual is the authorized representative. The documents in foreign languages must be translated into Vietnamese and certified by the company specialized in translation.
• Joint-venture contract for investments in forms of establishing economic organizations between the domestic investors and foreign ones or the business cooperation contracts in case of business cooperation.
• case the joint-venture investment project with the State capital, it is a must to submit the written agreement for using the State capital in investments issued by the competent authority.
• Certificate of Investment

Agency for submitting application file: Business registration office

Time: 03 – 06 working days from the date of receiving complete and valid documents

4. Make a company seal

Making a company seal is one of most important steps when you set up business in Vietnam. Bring a copy of business registration certificate to seal-maker agency to make a stamp for your company. Then, the stamp need to be posted to National business registration portal to legalize your seal.

5. Post-registration procedures

There are still several procedures need to be completed after having business registration certificate:

• Register tax reports not only at local tax office as the time required but also online through digital signature service in accordance with Law No. 21/2012/QH13 on amending and supplementing a number of articles of the law on tax administration.
• “Publish in the network of information on enterprises of the business registration body or a written or electronic newspaper” (Article 28 of Law on Enterprises)
• Submit reports and pay business license tax (form 01/MBAI enclosed with Circular No. 156/2013/TT-BTC dated 06 Nov 2013 of the Ministry of Finance).
• Lodge notification to apply VAT calculation methods (form 06/MBAI enclosed with Circular No. 156/2013/TT-BTC dated 06 Nov 2013 of the Ministry of Finance)
• Buy, create, self-printed invoices in accordance with Circular No. 39/2014/TT-BTC dated 01 June 2014.

If you have any questions, do not hesitate to contact our for new businesses.​