If you are a foreigner who wishes to establish your own business in Vietnam, there are two very important types of business registration certificates in Vietnam that you must know: enterprise registration certificate and investment registration certificate.
Long ago, from 2005 to 2014 to be exact, you only needed to apply for an investment registration certificate when registering your company in Vietnam. The reason is that, back then, an investment registration certificate in Vietnam can also act as an enterprise registration certificate, according to the Law on Investment published in 2005.
However, things have changed. From 2015, under the effect of the Law on Enterprises and new amended Law on Investment, foreigners when opening a company in Vietnam need to obtain both certificates separately. Thus, it is very necessary for you to know in-depth what the differences between the two certificates are, when and how to apply for each type, so that you do not accidentally mess up your legal process of incorporation in Vietnam.
1. Overview of Enterprise Registration Certificate in Vietnam
Enterprise registration certification is the must-have certificate when you set up a business in Vietnam. This certificate can be seen as proof showing your business is officially formed in Vietnam with approval from the government.
1.1. What Is an Enterprise Registration Certificate in Vietnam?
According to Article 4 of the Law on Enterprises, an enterprise registration is a hard-copy or soft-copy document containing information about a company establishment issued by the government’s business registration agency (a part of the Vietnam’s Department of Planning and Investment).
Particularly, an enterprise registration certificate in Vietnam contains the following information:
- The business name and business registration number;
- The address of the business’s head office;
- Name, permanent residence address, nationality and legal identification document (identity card for example) of the enterprise’s law representative (in case of LLCs and JSCs); of the partnership’s members; and of the business owner of a sole proprietorship;
- Name, permanent residence address, nationality and legal identification document of each member who is a human individual;
- Name, head office’s address, business registration number of each member that is a body corporate of an LLC;
- Details on charter capital (in case of an enterprise) or investment capital (in case of a sole proprietorship).
1.2. Requirements for an Enterprise Registration Certificate in Vietnam
Your enterprise shall be granted a certificate of enterprise registration when meeting all of the conditions below:
- The business line or sector in which the enterprise registers is not banned;
- The application documents are qualified;
- All the fees have been paid according to the law’s regulations;
- The business name satisfies all of the criteria according to the law’s regulations. The most common ones are:
- The business name is not completely the same or confusingly identical to those of other enterprises.
- The business name is not the same as those of government organizations.
- The business name does not contain words or symbols that go against Vietnam’s historical traditions, culture, morality and customs.
As for the application documents, they vary depending on the type of business to be registered. However, there must be a business registration proposal containing the following information:
- Name of the business;
- Address of the head office of the enterprise; telephone number, fax number, and email address;
- Business line or sector;
- Charter capital (in case of an enterprise) or investment capital (in case of a sole proprietorship);
- Types of shares, value per share and the total number of shares by type which may be sold (in case of a joint-stock company);
- Tax registration information;
- Estimated number of employees;
- Full name, signature, permanent residence address, nationality, and personal identification document of a sole proprietor (in case of a sole proprietorship) or each partner (in case of a partnership);
- Full name, signature, permanent residence address, nationality, and personal identification document of the business’s law representative, in case of limited liability companies and joint-stock companies.
1.3. Application for an Enterprise Registration Certificate in Vietnam
The process of company establishment, including obtaining this business registration certificate in Vietnam, follows the regulations in Decree No.78/2015/NĐ-CP on enterprise registration.
Overall, you (or an authorized person) need to submit a full application file to Vietnam's business registration agency. The required documents vary according to the types of business to be registered.
Subsequently, the agency shall examine your application within 3 working days (from the application receipt date). If it is approved, the agency will grant you an enterprise registration certificate.
However, in case the application is not qualified, a notice will be sent to you under a written form which clearly states the reasons why your application is turned down and what you need to modify or add to your dossier.
2. Overview of Investment Registration Certificate in Vietnam
From 2015, as a foreigner, if you want to establish a new company in Vietnam, you need to obtain an investment registration certificate along with getting an enterprise registration certificate. The purpose is for the government to manage the ign investment in a more systematic way.
Specifically, according to Article 22 of the Law on Investment, other than satisfying some specific conditions regarding foreign enterprise formation in Vietnam, you must obtain an investment registration certificate before opening your business in this jurisdiction. (except cases of establishing SMEs being innovative start-ups or start-up investment funds in relation to the SMEs support program under Vietnam laws, effective from 2021).
2.1. What Is an Investment Registration Certificate in Vietnam?
According to the Law on Investment, an investment registration certificate is a document (can come under electronic form) that acknowledges the information on an investment project registered by an investor.
An investment project is a set of proposals on using medium or long-term capital to conduct investment activities in a specific geographical area within a specific period of time. And, establishing an enterprise (an economic organization) is considered as an investment activity/project in Vietnam according to chapter IV of the Law on Investment.
Particularly, an investment registration certificate in Vietnam contains the following information:
- Number of the investment project;
- Name and address of the investor;
- Title of the investment project;
- Details on project operation site and land area to be used;
- Objectives and scope of the project;
- Investment capital of the project (including investor’s contributed capital and mobilized capital) and schedule of capital contribution and raising;
- Operation duration of the project;
- Project operation schedule in details;
- Investment incentives and supports (if any);
- Conditions on the investor that carries out the project (if any);
2.2. Application for an Investment Registration Certificate in Vietnam
Normally, in order to apply for an investment registration certificate in Vietnam, you need to submit the following documents to a business registration agency* (a part of Vietnam’s Department of Planning and Investment):
- Written proposal of the investment project operation;
- Identity card or similar identification document if you are an individual investor, or establishment certificate or similar document if you are an organization;
- Proposals of details on investment project: details on the investor carrying out the investment project, objectives, scope, capital, capital raising plan, location, duration, schedule, labor demand, incentives of the investment project, and assessment of its socio-economic impacts and benefits.
- Copy of a document proving the investor’s ability and financial capacity;
- Copy of a document showing the investor’s right to use the land used for carrying out the investment project;
- Business Corporation Contract if the investment project involves such contract.
*If your investment project is located in industrial zones, export-processing zones, hi-tech zones or economic zones, then the management boards of these zones will be responsible for issuing an investment registration certificate to you.
Also, please remember that the above papers are only standard documents. The application may require more documents depending on your business activities and investment. Likewise, the processing time may take a few weeks (around 15 days) but it might take a longer period if your business investment needs additional approval from higher-level government agencies.
In short, there are 2 essential business registration certificates in Vietnam that you must know: enterprise registration certificate and investment registration certificate.
You must apply for an enterprise registration certificate in order to form your business in Vietnam. This certificate acts as a piece of evidence proving your business is officially formed in Vietnam with approval from the government.
However, if your business has any amount of foreign investment, you need to obtain an investment registration certificate before getting an enterprise registration certificate and your business, furthermore, needs to satisfy some other specific conditions.
Should you have any questions about any business registration certificate in Vietnam, please do not hesitate to contact us! BBCIncorp is always willing to help!