Procedures for setting up an FDI company/enterprise in Vietnam

According to the Foreign Investment Agency, in 2022, the total registered FDI capital into Vietnam will reach nearly 27.72 billion USD, the realized FDI capital will reach a record 22.4 billion USD, up 13.5% compared to the previous year. same period in 2021. This is the highest amount of realized FDI in 5 years (2017 – 2022). Accumulated in the period 1986 – 2022, Vietnam has attracted nearly 438.7 billion USD of FDI; in which, 274 billion USD has been disbursed, accounting for 62.5% of the total valid registered investment capital.

Profile investors need to prepare to establish a company FDI in Vietnam

For investors who are foreign individuals

  • Copy of identity card / identity card or passport for individual investors;
  • Confirm the account balance corresponding to the intended capital establishment of the FDI company;

For investors who are foreign organizations

  • A copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;
  • The investor’s financial statements for the last 2 years; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
  • Documents proving the company’s head office: House lease contract, Coogn copy of house and land documents of the lessor: Certificate of land use right, Construction permit; if the lessor is a company: it is necessary to provide a copy of the certificate of business registration with the function of real estate business;
  • For projects with land lease from the State, additional payment is required: Proposal of land use demand; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
  • For projects using technologies on the list of technologies restricted from transfer according to the law on technology transfer, additional submissions are required: Explanation of technology use for investment projects, for projects using technology on the list of technologies restricted from transfer in accordance with the law on technology transfer, including the following contents: technology name, technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment and technological lines;

Procedures for setting up an FDI company/enterprise in Vietnam

Procedures for setting up FDI companies/enterprises in Vietnam are increasingly simplified with flexible investment forms for foreign investors to easily access during the investment process. Foreign investors can establish a FDI company/enterprise in Vietnam through two ways: direct investment and indirect investment:

Procedures for setting up a FDI company/enterprise in Vietnam in the form of foreign direct investment

Step 1: Online declaration of investment project information on the National Foreign Investment Information System

Before carrying out the procedures for granting an Investment Registration Certificate, the investor shall declare online information about the investment project on the National Foreign Investment Information System. After the enterprise submits the hard copy application, it will be granted an account to access the National Information System on Foreign Investment to monitor the processing of the application. At the same time, the Investment Registration Authority also uses the National Foreign Investment Information System to receive, process, and return investment registration results, update the status of application processing and issue code for investment project.

Step 2: Submit an application for an Investment Registration Certificate

  • Within 15 working days from the date of online declaration according to step 1, the investor shall submit a paper application (hard copy) for the Investment Registration Certificate to the Investment Registration Authority;
  • Within 15 days after receiving a complete dossier, the investment registration agency shall issue an investment registration certificate; In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.

Dossier of application for an Investment Registration Certificate:

  • A written request for implementation of an investment project;
  • The investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule. , demand for labor, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;

Step 3: Submit an application for the Certificate of Business Registration, engrave the legal entity’s seal

  • After being granted the Investment Registration Certificate, the enterprise shall submit an application to the Business Registration Office – Department of Planning and Investment to issue the Certificate of Business Registration and the tax code;
  • Engrave company seal.

Step 4: Only for businesses that exercise the right to retail goods

Submit an application for a business license at the Department of Industry and Trade.

Step 5: Open an account to transfer direct investment capital

According to the provisions of the Enterprise Law, foreign investors need to contribute capital within 90 days from the date of being granted the Certificate of Business Registration. Therefore, right after the establishment of a company, investors need to open an account to transfer direct investment capital.

Step 6: Complete the following procedures for company establishment

After the establishment of the company, the investor conducts the procedures of account registration, purchase of digits, payment of license tax, “tax declaration” license, issuance of invoices, tax declaration, ….

Procedures for setting up FDI companies/enterprises in Vietnam in the form of foreign indirect investment through procedures for capital contribution and share purchase in Vietnamese companies

For convenience and speed, investors can choose to invest in the form of capital contribution or share purchase in a Vietnamese company. Accordingly, the procedure is carried out as follows:

Step 1: Register to buy contributed capital, buy shares of Vietnamese companies

  • In fact, because the procedure for setting up a Vietnamese company is much simpler, many investors have chosen to establish a Vietnamese company first and then proceed with the procedure to purchase contributed capital or shares of a Vietnamese company. Nam or can also buy back the contributed capital, buy shares of an existing Vietnamese company.
  • Investors shall submit dossiers at the Investment Department – Department of Planning and Investment where the economic organization is headquartered, and carry out procedures for registration of capital contribution, purchase of shares, and capital contribution to a company with 100% Vietnamese capital.
  • In case the capital contribution, share purchase or capital contribution portion of foreign investors meets the conditions, the Department of Planning and Investment shall notify in writing within 15 days from the date of receipt of sufficient documents for the investor to carry out procedures for changing shareholders and members in accordance with law. In case the conditions are not met, the Department of Planning and Investment shall notify in writing the investor and clearly state the reason.

Step 2: Change the Certificate of Business Registration to add foreign investor information

After obtaining the approval of the Investment Department – Department of Planning and Investment on the approval of foreign investors to contribute capital, purchase shares, and contribute capital, the investor shall carry out the following procedures:
Carry out procedures for changing shareholders and members on the Certificate of Business Registration (Certificate of Business Registration) in accordance with the law at the Business Registration Office – Department of Planning and Investment.

Reference information on the situation of establishing FDI companies in Vietnam in 2022

Investment scale of FDI enterprises in 2022 in Vietnam

Many projects with increased investment capital from the beginning of the year such as production and manufacturing projects of electronic and high-tech products have increased capital on a large scale, typically such as:

  • Samsung Electro-mechanics Vietnam project (Thai Nguyen) increased capital twice: An increase of 920 million USD (1st time) and 267 million USD (2nd time);
  • Project Co., Ltd Samsung HCMC CE Complex raised capital over 841 million USD;
  • Projects of factories for manufacturing electronics, networking equipment and multimedia audio products in Bac Ninh (increasing by USD 306 million), in Nghe An (increasing by USD 260 million) and in Hai Phong (up by USD 127 million) ).
    Heineken Brewery was inaugurated in September 2022 in Vung Tau. With total investment after capital increase is 9,151 billion VND, capacity 1.1 billion liters/year, 36 times higher than before. As the largest brewery in Southeast Asia, Heineken has the fastest canning line among Heineken breweries worldwide.
  • The Japanese LNG Quang Ninh Gas Power Plant Project has been granted a new investment registration certificate, with a total investment of nearly 2 billion USD, and will be started in October 2022.

Territories and countries with a large number of investors establishing FDI companies in Vietnam

In 2022, there are 108 countries and territories investing in Vietnam; Typical of which are the following countries:

  • Singapore leads the way with a total investment of nearly 6.46 billion USD;
  • Korea ranked second with nearly 4.88 billion USD;
  • Japan ranked third with a total registered investment capital of more than 4.78 billion USD;
  • China ($2.52 billion);
  • Hong Kong ($2.22 billion).

Provinces with a large number of FDI companies established in 2022

Regarding the number of new projects, foreign investors focus on investing in big cities with convenient infrastructure such as Ho Chi Minh City and Hanoi. Ho Chi Minh City leads in number of new projects (43.9%), number of capital contributions to buy shares (67.6%) and second in number of projects with capital adjustment (17.3% behind). Hanoi (18.6%).
Forms of establishing FDI companies in Vietnam in 2022

Investment form: In 2022, the total newly registered capital, additional registered capital and capital contribution and share purchase by foreign investors will reach nearly 27.72 billion USD; in which, newly registered capital decreased, but the number of new investment projects increased, adjusted investment capital also increased compared to the same period in 2021.

Countries with a large number of FDI companies in Vietnam

Vietnam is currently the destination of more than 32,000 projects with a total registered capital of 378 billion USD from 136 countries and territories; in there:

  • Japan, Korea, China, Singapore are the major foreign investors of Vietnam. This shows foreign investors’ confidence in the investment environment in Vietnam.
  • About 63.9% of Japanese enterprises doing business in Vietnam will continue to expand their business, the highest rate in ASEAN, ranking third in Asia and Oceania (after Bangladesh and India). .