FOREIGN INVESTORS ESTABLISH TRAIDING COMPANIES IN VIETNAM

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:

1. Application for investment project implementation;
2. Copy of ID card, ID card or passport of investor;
3. Proposing investment projects including the following contents: investors implementing the project, objectives, capital, location, first time and schedule. investment, demand for labor…;
4. Copy of one of the documents to guarantee the financial capacity of investors;
5. 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:

1. Application for business license
2. A written explanation about:
3. Explanatory statement on the conditions for issuance of a business license corresponding to the provisions of Article 9 of this Decree;
4. 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;
5. 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;
6. 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.
7. Documents from Tax Department declaring no overdue tax debts;
8. 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:

1. Application for business registration
2. Company charter
3. List of company’s members/shareholders
4. Valid copies of:
5. Personal identification for individuals (foreign passport or equivalent documents)
6. 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;
7. Investment License;
8. 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)

D. Preparer

• Dong Du Business Development & Researching Center , DBDRC
• Nguyen Thi Khanh Ngoc – Preparer – Legal Consultant
• Toni Tran – Center Director

E. Contact

For detailed information, please kindly contact us, Dong Du International Consulting Group HCMC, Southeast Asia Business Consulting Network.

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