Business Setup

The consulting flowchart to establish a business in Vietnam

The consultation to establish a company or a local corporation in Vietnam

***We could provide the service of consulting.

 

The consultation related to the procedure to establish and budget in Vietnam

***We could provide the necessary information, such as the research of marketing, the decision of form to establish.

 

To decide to investment in Vietnam and establish a company in Vietnam

***We could help you make a decision which form should be established.

 

The registration of your corporation in Vietnam

***We could provide the service to establish and registrar a corporation in Vietnam.

 

The completion for establish a corporation in Vietnam

***We could introduce an office or company house by the real estate, which cooperated with our company.

The forms of business to establish in Vietnam

Corporation in Vietnam

①    Limited Liability Company

Characteristic:

(1)   No. Of investors: at least three

(2)   Change of capital: possible to increase or reduce the capital

(3)   Change the forms of business: possible to change to a corporation

②    Limited Liability Company for one

Characteristic:

(1)   No. Of investors: one

(2)   Change of capital: cannot reduce the capital in general

(3)   Change the forms of business: possible to change to a corporation or limited liability for two

③    Limited Liability Company for two

(1)   No. Of investors: from two to fifty

(2)   Change of capital: possible to increase to reduce the capital

(3)   Change the forms of business: possible to change to a corporation or limited liability for one

The forms of investment when foreign companies establish corporation in Vietnam

❶100% foreign investment

There are four forms of business that can be 100% foreign investment in Vietnam. That is corporation, limited liability, unlimited partnership and private company. Corporation is a form that the shareholders are the investors and they are dependent from managers. Limited Liability Company is a form that investors also do the management of company. Private company is a form that investors provide investment personally. The liability will be undertaken by all of the investors. The unlimited partnership is managed by at least two members and the partners have the liability to repay the debt.

❷Joint Venture

Joint Venture in Vietnam is a form of business that is invested by state enterprise and private enterprise and foreign company based on joint agreement. It needs the local relationship, knowledge and technique. However, foreign company cannot acquire the 100% management.

❸BCC, BOT, BTO and BT agreement

BCC is a form to establish a business between Vietnam’s company and foreign company based on the Business Corporation Agreement and it has no personality. This form is usually to be used while a business is limited by government or a business is conducted in a short term.

BOT (Built- Operate- Transfer) agreement is an agreement reached by powerful government and investors and it is for the management and conduction of infrastructure project. After the period of agreement, the investors need transfer the infrastructure to the government freely.  

BTO (Built- Transfer Operate) agreement is an agreement reached by powerful government and investors and it is for the management and conduction of infrastructure project. After construction, investors should transfer the infrastructure to the government of Vietnam. However, it is possible to give the right of management to investors for a period.

BT (Built- Transfer) agreement is an agreement reached by powerful government and investors and it is for the management and conduction of infrastructure project. After construction, investors should transfer the infrastructure to the government of Vietnam. However, in order to collect the invested capital and acquire reasonable profits for investors, government of Vietnam will help investors find new projects or pay some money to investors based on the BT agreement.

❹Indirectly investment (takeover, merger, purchase )

Investors will not manage a business or project directly and just purchase the shares or bond and do some other fund help indirectly.

❺Others

The procedure to establish a business in Vietnam

1.     The procedure to establish a corporation in Vietnam

In order to establish a corporation in Vietnam, foreign companies are required to submit investment application and some related documents to Investment Office. And there are two kinds of procedures based on different amount of investment and different fields of investment.

①    Registration application: It is possible to acquire the Investment Certification just by registration.

If the investment is less than 300,000,000 dongs and the business is not a limited industry, it is required to apply for investment registration in Province or City People Committee. If all of the documents are appropriate, Investment Certification will be issued during 15 days from the date of acceptation.

②    Permission Application: It is possible to acquire the Investment Certification based on judgment.

If the investment capital is more than 300,000,000 dongs, besides the application of investment permission, the MPI, People Committee and determinist will be different case by case. Investment Certification will be issued during 45 days after the date of acceptation.

The contents of judgment:

❶ the right or wrong of legal certification and financial certification of foreign investors and Vietnam’s company.

❷ the right or wrong of consistency of investment project and investment plan

❸ the right or wrong of contribution for the social economic of Vietnam.

❹ the effective usage of natural resource

❺ the right or wrong of protection for ecological environment.

To establish a business in Vietnam will be completed after acquisition of investment certification and complication of registration.

Procedure to establish and necessary documents:

The following documents should be submitted to Business Office and accept the examination. In general, it takes about from 15 days to 45 days to acquire Investment Certification. From acquisition of Investment Certification to start of business, it takes about some mouths to half of year.

Documents:

・  Investment Permission Application

・  Merger agreement or BCC

・  The Articles of association of 100% foreign company or Joint Venture

・  Feasibility study report

・  Investment Application or Certification of personality and financial ability

・  The report of environment influence

・  The information related technique transfer agreement

・  The appointment letter of directors

・  The copy of passports of directors

・  The purpose of new company decided by foreign investors

2.     The procedure to establish a representative office in Vietnam

It is possible to establish a representative office by at least 15 days in Vietnam and it is easier to establish a representative office than corporation. However, the activities of representative office are limited for market research and open up new customers market. It is always used for the market research before establish a business in Vietnam.

The activities of representative office in Vietnam:

❶ the connection work with head office

❷ the promotion of business item

❸ the conduction of market research

❹ the supervision work of the agreement between head office and partner in Vietnam.

The procedure to establish a business:

❶ the application set by MOIT

❷ the copy documents of foreign company

❸ the documents of audited financial statements for foreign company

❹ the copy of Article of association for foreign company

3.     The procedure to establish a branch in Vietnam

It is possible to establish a branch by at least 15 days in Vietnam and it is easier to establish a representative office than corporation. The foreign investors who will establish a branch in Vietnam should have been continued the head office for at least five years. The activities of branch are limited based on the Articles of association.

The procedure to establish a business:

❶ the application set by MOIT

❷ the copy documents of foreign company

❸ the documents of audited financial statements for foreign company

❹ the copy of Article of association for foreign company

Branch has a liability to put advertisements through newspaper or some other medias during 45 days after acquisition of permission certification. And it is required to submit year report to MOIT regularly.

To learn more about our incorporation assistance and a range of other services related to establish of company, send us a message or call us at +81-3-5369-2930.