As part of establishing a 100 percent foreign-owned enterprise (100% FOE) or a joint venture (JV) in Vietnam, a foreign investor must go through a series of licensing procedures before being entitled to conduct business in Vietnam.
An investor must first engage in an investment project and prepare an application dossier (file) to apply for an Investment Certificate (IC), which is also considered to be the business registration for the enterprise. The IC is the official license allowing foreign investors to carry out business activities in Vietnam.
For projects that require registration, the issuance of an IC takes about 15 working days. For projects subject to evaluation, the time it takes to obtain an IC is likely to vary. Projects not requiring the Prime Minister’s approval take 20 to 25 working days, while projects that do need such approval take approximately 37 working days.
Registration is required for the following projects involving investment capital of below VND300 billion:
- Projects in non-conditional sectors
- Non-special investment projects
Evaluation is required for:
- Projects involving an investment capital equal to or above VND300 billion
- Investment projects in conditional sectors
- Special projects (i.e., projects of national importance)
Special projects will be evaluated and approved by the Prime Minister. The application-receiving body, approving agency and licensing agency differs according to the location and sector of the project.
Once the IC has been issued, the following additional steps have to be taken to complete the procedure and start business operations.
In order to carve a seal, companies need a seal-making license from the Administrative Department for Social Order (ADSO) under the Municipal Police Department. The documents required for the seal application include:
- Application form (provided by ADSO, if any)
- Notarized copy of the business registration certificate or IC
Tax Code Registration
Tax code registration must be undertaken with the tax department within 10 working days from the issuance date of the IC. The documents required for tax code registration include:
- Application form.
- Notarized copy of the business registration certificate or IC.
Bank Account Opening
After obtaining the seal and tax code, companies need to open a bank account. The application documents for opening a bank account are:
- Bank issued application form;
- Business registration certificate or IC;
- The company charter, seal and tax code certificates;
- The Board of Management resolution for the authorized signatory of the bank;
- Other documents required by the bank.
Newly set-up enterprises need to register employees at the local labor office. They also need to register employees with the Social Insurance Agency for the payment of social, health and unemployment insurance.
To finalize the procedure, a newspaper announcement should be published announcing the establishment of the company. The announcement should include the following information:
- Company name;
- Headquarters address and address of any branches or representative offices;
- Registered business activities;
- Charter capital;
- Full name, address, nationality, identification card number, passport or other relevant personal certification and the establishment or business registration number of the company’s owner or members or founding shareholders; and
- Full name, residential address, nationality, identification card number, passport or other relevant personal certification of the company’s legal representative.