Through the consultancy process for many FDI enterprises investing in Vietnam, we realize that there are many foreign businesses interested and want to invest in Vietnam because Vietnam is a country with many incentive policies. for foreign investors, especially in recent years. The following article we would like to share with readers, businesses about the procedures for establishing FDI enterprises in Vietnam:
Firstly, what is FDI?
FDI is an abbreviation of the English name Foreign Direct Investment which means direct investment from abroad.
The World Trade Organization has a definition: Foreign direct investment (FDI) occurs when an investor from one country (host country) acquires an asset in another country (the country that attracts investment). ) along with control of those assets. The management aspect is what distinguishes FDI from other financial instruments.
Secondly, the steps to establish an FDI enterprise in Vietnam:
– For foreign investors investing directly in Vietnam:
Step 1: Declare information online on the National Information System
First, the investor must declare information of the investment project online on the National Information System. After submitting the hard copy, the account information will be granted to the National Information System to monitor the status of application processing. The investment registration agency also uses the National Information System to receive, process and return investment registration application results.
Step 2: Apply for an Investment Registration Certificate
Within 15 working days from the date of online declaration, the investor submits the application file for the Investment Registration Certificate to the Investment Registration Authority;
Within 15 days after receiving a complete dossier, the investment registration agency will have to issue an investment registration certificate if the dossier is valid; In case of refusal, the applicant must notify in writing and clearly state the reason.
A dossier of application for an investment registration certificate comprises the following components: A written request for implementation of an investment project; Proposal of investment project.
For foreign individual investors, they need to provide:
– Copy of identity card / ID card or passport with individuals;
– Confirmation of the account balance corresponding to the capital planned to establish an FDI company / enterprise in Vietnam
For investors being foreign organizations:
– Copy of Certificate of Establishment confirming legal status for institutional investors;
– Financial statements of the latest 2 years of the investor; financial commitment of the parent company …;
– Documents proving corporate headquarters;
For projects with land leased from the State, additional payment is required: Proposal of land use demand; In case the project does not request the State to allocate, lease land, or permit the change of land use purpose, then submit a copy of the venue leasing agreement or other documents certifying that the investor has the right to use the location for realization. present investment projects;
For projects using technologies on the list of technologies restricted from transfer under the provisions of law on technology transfer, additional submission is required: Explanations on the use of technologies for investment projects with respect to projects using technologies on the list of technologies restricted from transfer under the law on technology transfer, including the following contents: technology name, technology origin, technology process diagrams; main specifications, use status of main machines, equipment and technology lines;
Step 3: Apply for business registration certificate, seal the legal entity
After obtaining the Investment Registration Certificate, the procedure for establishing an FDI company / enterprise in Vietnam is followed by applying for a Business Registration Certificate. Enterprises need to submit documents to Business Registration Office – Department of Planning and Investment;
After that, it is necessary to engrave the company seal, post the seal, and publish the business information on the National Portal as prescribed.
Step 4: Submit application for business license at the Department of Industry and Trade to enterprises that exercise the right to retail goods
Step 5: Open an account to transfer direct investment capital
Under the provisions of the Enterprise Law, foreign investors need to contribute capital within 90 days from the date of being granted the business registration certificate. Therefore, right after the establishment of the company, the investor needs to open an account to transfer direct investment capital.
Step 6: Complete the following procedures to establish an FDI company / enterprise
After establishing an FDI company / enterprise, investors need to carry out the procedures for account registration, numerical purchase, license tax declaration, license tax payment, issuance of invoices, tax declaration, etc. .according to the law.
– For foreign investors indirectly investing in Vietnam:
Currently, the practice shows that because the procedure for setting up a Vietnamese company is much simpler, many investors have chosen to set up a Vietnamese company first then proceed with the procedure to buy capital contribution and share purchase. of Vietnamese companies, or they may also buy back their capital contributions and shares already available. Procedures for buying shares and contributed capital of foreign investors are as follows:
Step 1: The investor submits a dossier at the Investment Department – Department of Planning and Investment where the economic organization is headquartered to complete procedures for registration of capital contribution, purchase of shares and contributed capital contribution to the Company Vietnam.
In case the capital contribution, purchase of shares or stakes of foreign investors meet the conditions that the Department of Planning and Investment shall notify in writing within 15 days from the date of receipt of complete dossiers for investors. carry out procedures for changing shareholders and members according to the provisions of law.
In case of failure to meet the conditions, the Department of Planning and Investment shall notify the investor in writing, clearly stating the reason.
Step 2: Change the certificate of enterprise registration to supplement foreign investor information
After getting the approval from the Investment Department – Department of Planning and Investment for foreign investors to contribute capital, purchase shares or contributed capital, investors shall carry out the following procedures:
Follow procedures for changing shareholders or members on the Business Registration Certificate (Enterprise Registration Certificate) in accordance with the law at the Business Registration Office – Department of Planning and Investment.
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