Incorporation Procedures in Vietnam

incorporation procedures

There are several ways for foreign investor to establish a strong foothold in Vietnam: establish a Representative office, Branch, Limited Liability Company, Joint Venture Company, Joint Stock Company and so on.

Article below by ExportHelp Asia will provide general steps for foreigners to incorporate in Vietnam as well as give some highlights on each step.

 

 

 

 

 

 GENERAL INCORPORATION PROCEDURES

     

 

  OBTAIN CERTIFIED COPIES OF FOREIGN DOCUMENTS  

1. Submit application for documents certification

2. Collect certified copies of documents

  OBTAIN CONSULAR LEGALIZED COPIES OF FOREIGN DOCUMENTS

    3. Submit application for consular legalization

4. Pay consular legalization fee

5. Collect consular legalized copies of documents

  OBTAIN CERTIFIED TRANSLATION OF DOCUMENTS

     6. Submit documents for translation

7. Collect certified translation of documents

  OBTAIN AUTHENTICATED COPIES OF PASSPORTS OR VIETNAMESE ID CARDS

8. Submit passports or Vietnamese ID cards for authentication

9. Collect authenticated copies of passports or Vietnamese ID cards

10. Sign contract on office lease

  OBTAIN INVESTMENT REGISTRATION CERTIFICATE (IRC)

11. Submit application for IRC

 * Verify the status of the application

12. Collect IRC

  OBTAIN AUTHENTICATED COPIES OF IRC 

13. Submit IRC for authentication

14. Collect authenticated copies of IRC

15. Submit application for ERC

*Verify the status of the application

16. Collect ERC

  MAKE SEAL AND NOTIFY SEAL SPECIMEN 

    17. Make seal

18. Obtain notification of seal specimen publishing

  OBTAIN CERTIFICATE OF TAX REGISTRATION  

19. Submit application for certificate of tax registration

20. Collect certificate of tax registration

  OPEN BANK ACCOUNT

     21. Open bank account

PUBLISH IN NATIONAL BUSINESS REGISTRATION PORTA

22. Publish in National Business Registration Portal

 

Investment and Incorporation in Vietnam can be a lenthy procedure (as described above). However, as a member of WTO and the effective up-coming (TPP Trans-Pacific Partnership), the company formation process is expected to be simplified then ever in order to create a friendly platform for Vietnamese start-up as well as make Vietnam as one of the most appealing investment destination in Asia.

Among the 22 steps of incorporation procedure above, the  twomost significant steps are applying for investment registration certificateand enterprise registration certificate at Planning and Investment Department.

Below are the instructions on set of documents needed for aplication of the two certificated mentioned:

 1. Set of documents for Investment Registration Certificate Application

A.FOR ALL KIND OF INVESTORS

1. Request for investment project implementation (original)

2. Investment project proposal (original)

3.Consular legalized copy of latest audited financial statement 

or commitment of financial assistance from parent company; or commitment of financial assistance from financial institution;

or guarantee for financial capability of investor; or statement on financial capability of investor

4.Certified translation of legalized copy of latest audited financial statement 

or commitment of financial assistance from parent company; or commitment of financial assistance from financial institution;

or guarantee for financial capability of investor; or statement on financial capability of investor

5. Notarized contract on office lease (an authentic copy)

Or Legal documents certifying the land use right of location (an authentic copy) 

(certificate of land use right and property attached to the land or certificate of business registration of the lessor)

6. Passport or Vietnamese ID card of the person submitting application file (original) to present at the counter

B.ADDITIONAL DOCUMENTS

For corporate investors, supplement:

1. Consular legalized copy of certificate of incorporation or certificate of business registration, or equivelant documents

(legalized copy)

2. Certified translation of legalized copy of certificate of incorporation or certificate of business registration, or equivelant

documents (Vietnamese version of legalized copy)

3. Power of attorney (original) 

by the investor to the authorized representative of the company to be established

4. Authenticated copies of Passports or Vietnamese ID cards of authorized representatives

AND

I.If the investors authorize other person to submit/collect documents, supplement:

1. Power of attorney (original) by the investors to the person submitting the application documents

OR

II.If the investors authorize service company to submit/collect documents, supplement:

1. Service contract (original) between the investor(s) and the company providing the service of submitting the documents

2. Letter of introduction (original) of service company for the person submitting application documents

 

2. Set of documents for Enterprise Registration Certificate Application

A.FOR ALL KIND OF INVESTORS

1.Draft of company charter (original) 

Including signatures of legal representative(s), authorized representative(s), and: 

- the owner (of one-member LLC) 

- all members (of LCC with 2 or more members) 

- all founding shareholders (of joint stock company)

2. List of authorized representatives (in accordance with Appendix I-9 of Circular 01/2013/TT-BKHDT) (original) 

in case of one-member limited liability companies having two or more authorized representatives of the owner or

List of company members (in accordance with Appendix I-6 of Circular 01/2013/TT-BKHDT) (original) 

(applicable to limited liability company with 2 or more members)

Or List of founding shareholders (original) (applicable to joint stock company)

3. Authenticated copy of Investment Certificate (original)

4. Authenticated copy of Passport or Vietnamese ID card of legal representative of company to be set up

5. Passport or Vietnamese ID card of the person submitting application file (original) to present at the counter

B.ADDITIONAL DOCUMENTS

OR

I.For corporate investors, supplement:

1. Consular legalized copy of certificate of incorporation 

or certificate of business registration, or equivelant documents (legalized copy)

2.Certified translation of legalized copy of certificate of incorporation 

or certificate of business registration, or equivelant documents (Vietnamese version of legalized copy)

3. Power of attorney (original) 

by the investor to the authorized representative of the company to be established

4.Authenticated copies of Passports or Vietnamese ID cards of authorized representatives

OR

II.For establishment of joint venture company between foreign investors and Vietnamese investors, supplement:

1. Joint venture agreement (original) 

initialed by the authorized representatives of the joint venture parties (foreign investors and Vietnamese investors)

on each page and sign the last page in full.

2. Written approval for using State capital in investment/joint venture (original) 

approving Vietnamese investor to use State capital in joint venture (if applicable)

AND

C. ADDITIONAL DOCUMENTS REQUIRED if an authorized staff submits the application

I.If the investors authorize other person to submit/collect documents, supplement:

1. Power of attorney (original) by the investors to the person submitting the application documents

OR

II.If the investors authorize service company to submit/collect documents, supplement:

1. Service contract (original) between the investor(s) and the company providing the service of submitting the documents

2.Letter of introduction (original) of service company for the person submitting application documents

 

Vietnam is considered as a potential market for the export and import sectors in the world. For more information about the prominent sectors in Vietnam as well as the statistics of the import and export of specific commodities, please contact us:

 

CONTACT US

EXPORTHELP ASIA

Viet Nam office: 151 Dao Duy Anh st., Phu Nhuan dist., Ho Chi Minh city, Viet Nam

Singapore office: 316 Tanglin Road, Block 316, Singapore

Hot line: (+84) 938.53.15.88/ (+65) 83551210

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

 

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INCORPORATION IN VIETNAM

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  • Viet Nam office: 151 Dao Duy Anh st., Phu Nhuan dist., Ho Chi Minh City
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  • Hot line: (+84) 938.53.15.88/ (+65) 83551210