VIETNAM COMPANY REGISTRY

Apolat Legal provides a range of legal consultancy services, particularly establishing enterprises in Viet Nam.

I. PROVISIONS ABOUT BUSINESS REGISTRATION ACCORDING TO VIETNAMESE LAW.

Case 1: Making procedure “Business registration certificate”. Applying for the cases as follows:

  • Enterprise establishment with 100% charter capital from Vietnamese people and Vietnamese organizations.
  • Enterprise establishment in which the percentage of ownership of the charter capital “foreign investor” and intended trades register are not in the list of conditional business lines according to law on investment.

Case 2: Complimenting 2 procedures: (1) taking investment register certificate, (2) taking business registration certificate. Applying for the cases as follows:

  • Enterprise Establishment in which the percentage of ownership of foreign investor accounts for at least 51 percent of charter capital
  • Enterprise Establishment in which the percentage of ownership of foreign investor accounts for lower 51 percent of charter capital but intended trades register are in the list of conditional business lines according to law on investment.

Notes: Foreign investor here consists of:

  • Foreigner
  • Enterprises and organizations are established under foreign law.
  • Business organizations, enterprises are set up in Viet Nam in which individuals, foreign organizations and Foreign-invested enterprises account for 51 percent of charter capital or above.

II. THE PROCEDURE OF TAKING INVESTMENT REGISTRATION CERTIFICATE

A. FOR PROJECTS ARE NOT IN THE DECISION ON INVESTMENT POLICIES

  1. A project dossier consists of:
  • 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, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
  • The business cooperation contract (if the project is executed under a business cooperation contract).
  1. Competent agency: The Department of Planning and Investment
  2. Procedures and stipulated time:
  • Investor submits the documents to the department of planning and investment
  • Within 15 days from the date of receiving regular papers, the department of planning and investment provides investment registration certificate. If not, the department of planning and investment must make an announcement in writing specifying the reason.

B. FOR PROJECTS ARE IN THE DECISION ON INVESTMENT POLICIES OF PARLIARMENT, GOVERNMENT AND PROVINCIAL PEOPLE’S COMMITTEE.

  1. The investor shall submit the project dossier to the local registry office. The dossier consists of:
  • Land clearance and relocation plan (if any);
  • Preliminary assessment of environmental impacts and environmental protection measures;
  • Assessment of socio-economic effects of the project.
  1. Competence to issue investment registration certificate: The Department of Planning and Investment
  2. Procedures and stipulated time:
  • The investor submits the documents to the Department of Planning and Investment, conditional project, equivalent to ability of investment policies decisions.
  • The department of planning and investment sends written requests for opinions in order to perform investment policies decision which is equivalent to kind of investment policies decision.
  • The department of planning and investment provides investment registration certificate within 5 working days from the date of receipt of the decision on investment policies.

III. THE PROCEDURE OF TAKING BUSINESS REGISTRATION CERTIFICATE (ENTERPRISE ESTABLISHMENT IN VIET NAM)

According to Law on enterprise, the investor can select type of enterprise as follows:

  • Limited liability company
  • Two – member limited liability company
  • Joint stock company
  • Private enterprise

FOR PRIVATE ENTERPRISE

  1. The business registration certificate
  2. The copy of Identity card, citizen identification, passport or other documents of the owner of private enterprise.

       FOR PARTNERSHIP

  1. An application form for business registration.
  2. The company’s charter.
  3. A list of partners.
  4. Copies of the ID card or other ID papers of the partners.
  5. A copy of the Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

FOR REGISTRATION OF A LIMITED LIABILITY COMPANY (LLC)

  1. An application form for business registration.
  2. The company’s charter.
  3. A list of members.
  4. Copies of:

a. Copies of the ID card or other ID papers of members being   individuals;

b. Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of members being organizations. If a member is a foreign organization, the copy of the Certificate of Business registration or an equivalent document must be legalized.

5. The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

FOR A JOINT-STOCK COMPANY

.1. An application form for business registration.

  1. The company’s charter.
  2. A list of founding shareholders and shareholders being foreign investors.
  3. Copies of:

a. Copies of the ID card or other ID papers of founding shareholders and foreign investors being individuals;

b. Decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of founding shareholders and foreign investors being organizations.

If shareholders are foreign organizations, the copy of the Certificate of Business registration or an equivalent document must be legalized.

c. The Certificate of Investment registration of the foreign investors as prescribed by the Law on Investment.

  1. Competent authority: Business registration office
  2. Procedures and stipulated time:

* The founder or authorized person sends business registration application to business registration agency.

* The business registration authority shall consider the legitimacy of the application for enterprise registration and issue the Certificate of Business registration within 03 working days from the day on which the application is received. If the application is rejected, a written notification must be sent to the founder. The notification must provide explanation and necessary adjustments or additions.

* After being granted the Certificate of Business registration, the enterprise must make an announcement on the National Business Registration Portal and pay the fee as prescribed. The announcement shall contain the information on the Certificate of Business registration and the following information:

  • The business lines;
  • A list of founding shareholders and shareholders being foreign investors if the enterprise is a joint-stock company.
  • Every enterprise is entitled to decide the form, quantity, and contents of its seal. A seal must specify:

* The enterprise’s name;

* The enterprise’s ID number.

* Before using the seal, the enterprise must send the seal design to the business registration authority in order for the business registration authority to post it on the National Business Registration Portal.

For more detail information, Please contact us via email info@apolatlegal.com or access our website at www.apolatlegal.com

Apolat Legal provides the enterprise establishment registration service in Vietnam for the fields:

  • Establishing the manufacturing companies in Vietnam
  • Establishing the trading companies in Vietnam
  • Establishing the Logistic companies in Vietnam
  • Establishing the real estate companies in Vietnam
  • Establishing the construction companies in Vietnam
  • Establishing the consulting and design companies in Vietnam
  • Establishing the import, export companies in Vietnam
  • Establishing the Consultant, Interior Design, architectural design companies in Vietnam
  • Establishing the hotel in Vietnam
  • Establishing the restaurant in Vietnam
  • Establishing the transport company in Vietnam
  • Establishing the wholesale goods company in Vietnam
  • Establishing the retail companies in Vietnam
  • Establishing the Information Technology (IT) companies in Vietnam
  • Establishing the pharmaceutical manufacturing companies in Vietnam