Business Registration Certificates In Vietnam: Top Essential For Foreigners

From 2015, under the effect of the Law on Enterprises and the newly amended Law on Investment, foreigners opening a company in Vietnam need to two types of business registration certificates, namely Enterprise Registration Certificate and Investment Registration Certificate.

To ensure smooth process of incorporation in Vietnam, you should fully understand the differences between the two certificates, when to apply, and how to do so.

Overview of Enterprise Registration Certificate in Vietnam

An enterprise registration certificate 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 Vietnam’s Department of Planning and Investment).

This certificate can be considered a proof that your business is officially formed in Vietnam with approval from the government.

Content of certificate

According to Article 4 of the Law on Enterprises, 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 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, the head office’s address, and the business registration number of each member that is a body corporate of an LLC; and
• Details on charter capital (in case of an enterprise) or investment capital (in case of a sole proprietorship),

Requirements to obtain

To obtain a certificate of enterprise registration, your business must satisfy 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 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; and
  • 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 that may be sold (in the 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); and
• 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

Application process

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 that clearly states the reasons why your application was turned down and what you need to modify or add to your dossier.

Overview of the Investment Registration Certificate in Vietnam

In Vietnam, foreigners who want to establish a new company must obtain an Investment Registration Certificate in addition to the Enterprise Registration Certificate. This requirement is outlined in Article 22 of the Law on Investment.

The Investment Registration Certificate is a crucial document that acknowledges the details provided by the investor regarding their investment project.

An investment project refers to a plan that explains how medium or long-term capital will be used to carry out investment activities within a specific geographical area and timeframe.

Note that these do not include cases of establishing SMEs being innovative start-ups or start-up investment funds concerning the SMEs support program under Vietnam laws, effective from 2021.

Content of certificate

The Investment Registration Certificate in Vietnam typically includes the following details:

• 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 detail;
• Investment incentives and supports (if any); and
• Conditions on the investor that carries out the project (if any).

 Application process

To apply for an investment registration certificate in Vietnam, you need to submit the following documents to a business registration agency, which is a part of Vietnam’s Department of Planning and Investment:

• A written proposal for 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; and
• 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 a 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.

Conclusion

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 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. Thus, your business must satisfy some other specific conditions.

Should you have any questions about any business registration certificate in Vietnam, please do not hesitate to contact us via service@bbcincorp.com or leave a message in the chatbox.

We are always willing to help you with operating your business.

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