What Are the Procedures for Applying the Enterprise Registration
Certificate for Foreign Investor in Vietnam?
According to Viet Nam’s commitments under the framework of the WTO and
EVFTA agreement, foreign investors are allowed to establish foreign-invested
enterprises to conduct business activities in Vietnam. However, the order and
procedures for establishing enterprises for foreign investors must comply with
the provisions of Vietnamese law.
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Accordingly, this process consists of two main steps: (1) carry out the
procedures for applying for the Investment Registration Certificate and (2)
carry out the procedures for applying for the
Enterprise Registration Certificate. In other words, to be granted
the Enterprise Registration Certificate to officially and legally conduct
business activities, a foreign investor must first obtain an
Investment Registration Certificate.
For investment registration, foreign investors must have an investment
project, except in the case of establishing a creative start-up small and
medium-sized enterprise and an innovative start-up investment fund under the
law on business support small and medium. The industries and trades in the
investment project must not be in the industries and trades that prevent the
access the market for foreign investors or the industries and trades being
banned from doing business under the Law on Investment 2020. After that,
investors need to prepare a dossier for issuance of the Investment Registration
Certificate to be submitted to the Department of Planning and Investment where
the investor implements the investment project.
Dossier for applying for the investment registration certificate includes:
an application for issuance of the investment certificate; the Investor’s
financial capacity report is prepared and responsible by the Investor; an
explanation of the ability to meet the conditions that the investment project
must satisfy according to the provisions of law for the project in the field of
conditional investment; the economic – technical explanation includes the
following main contents: objectives, scale, investment location, investment
capital, project implementation progress, land use demand, technological
solutions and solutions environmental legislation; draft of the company’s
charter with full signatures of the legal representative, members or authorized
representatives; members list; documents for verifying the investor’s legal
status; documents for verifying financial ability. The investment registration
authority respond to the application for the Investment Registration
Certificate to the investor within 15 days from the date of receipt of a valid
dossier.
After being granted the Investment Registration Certificate, the foreign
investor shall carry out the procedures to be granted the Enterprise Registration
Certificate. In this step, the legal conditions are not as strict and
complicated as the first step, but it also requires investors to prepare a
number of papers and documents. Depending on the type of enterprise and the
content of registration, the business registration subject needs to submit
different types of documents under the requirements of the law. Investors can
submit the dossier in person at the Business Registration Office or submit it
online via the electronic network. The Business Registration Office shall issue
the Enterprise Registration Certificate within 03 working days from the date of
receipt of a valid dossier. In case the dossier is invalid or the name of the
enterprise requested for registration is not in accordance with regulations,
the Business Registration Office must notify in writing the contents that need
to be amended, supplemented to the enterprise founder or the enterprise within
03 working days from the date of receipt of the dossier.
It can be remarked that the two-step process creates obstacles for many
foreign investors when establishing an enterprise in Vietnam. It has been
suggested the legislator to consider shortening the order and reducing the
number of documents that need to be submitted, and at the same time, promote
the online procedures to save time and human resources. For efficiency in
preparing documents, the client could engage a law
firm in Vietnam to assist carrying out procedures of setting up company and
applying for investment and business registration certificate
in Vietnam.
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