How to setup a new company in Vietnam

• 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.

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.

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:
  1. 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.
  2. 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.