FOREIGN INVESTORS ESTABLISH TRAIDING COMPANIES IN VIETNAM
A. Legal basis
- Commercial Law 2005: Art 16.2;
- Law on Enterprises 2014: Art 28
- Investment Law 2014: Art 22, Art 33;
- Decree 118/2015/NĐ-CP: Art 29;
- Decree 09/2018/NĐ-CP: Art 5, Art 6 and Art 12.2.
B. Concerning legal matters
- According to Art 16.2 of Commercial Law 2005: Foreign traders are allowed to establish foreign-invested enterprises in Vietnam in the forms prescribed by Vietnamese law.
- Art 22.1 of Investment Law 2014 regulates that Investors may establish economic organizations in accordance with law.
In the case of establishing a trading company in Vietnam, the foreign investors should gain these three following certificates and documents from the Vietnamese competent authorities, which are:
- Investing License as pursuant to Art 22 Investment Law 2014;
- Business License as pursuant to Art 5 and 6 of Decree 09/2018/NĐ-CP;
- Business Registration Certificate for the trading and trading-related activities of foreign investors in the territory of Vietnam) as pursuant to Art 28 Law on Enterprises 2014.
C. Procedures for issuing the three above certificate
C.1. Required documents
- For Investing License: Art 33 Investment Law 2014,dossiers including:
- Application for investment project implementation;
- Copy of ID card, ID card or passport of investor;
- Proposing investment projects including the following contents: investors implementing the project, objectives, capital, location, first time and schedule. investment, demand for labor…;
- Copy of one of the documents to guarantee the financial capacity of investors;
- A copy of the location lease agreement or other document certifying that the investor has the right to use the location to implement the investment project;
- For Business License: Art 12.2 Decree 09/2018/NĐ-CP, dossiers including:
- Application for business license
- A written explanation about:
- Explanatory statement on the conditions for issuance of a business license corresponding to the provisions of Article 9 of this Decree;
- Business plan: Describe the content and method of conducting business activities; present business plan and market development; demand for labor; assess the socio-economic impacts and efficiency of business plans;
- Financial plan: Report on business results based on audited financial statements of the most recent year in case of being established in Vietnam for one year or more; explanation of capital, capital sources and capital mobilization plans; attached to financial documents;
- The situation of trading activities of buying and selling goods and activities directly related to the purchase and sale of goods; the financial situation of foreign-invested economic organizations by the time of applying for business licenses.
- Documents from Tax Department declaring no overdue tax debts;
- Copies of the business registration certificate and the investment license.
- For Business Registration Certificate: Art 22 and Art 23 Law on Enterprises 2014,dossiers including:
- Application for business registration
- Company charter
- List of company’s members/shareholders
- Valid copies of:
- Personal identification for individuals (foreign passport or equivalent documents)
- Establishment decisions, enterprise registration certificates or other equivalent document of [founding shareholders and shareholders being foreign investors which are] organizations and powers of attorney; citizen’s identity cards, people’s identity cards, passports or other lawful personal identification of authorized representatives of the founding shareholders and shareholders being foreign investors which are organizations;
- Investment License;
- Other qualifying legal documents in case of conditional business lines.
Note: All these above documents if written in a foreign language must be translated into Vietnamese and be notarized.
C.2. Place to submit the dossiers
- Department of Planning and Investment where the investor places or plans to locate its head office: the registration of investment and business establishment (Art 29 Decree 118/2018/NĐ-CP)
- Department of Commerce: the registration of business (Point a Art 8.1 Decree 09/2018/NĐ-CP)
- Dong Du Business Development & Researching Center , DBDRC
- Nguyen Thi Khanh Ngoc – Preparer – Legal Consultant
- Toni Tran – Center Director
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