Enterprise Registration Certificate in Vietnam: Notes for foreign investors

With its strong economic development over the years, Vietnam has become an ideal investment destination for many foreign investors. The number of newly registered enterprises in Vietnam has grown significantly in the past few years. To operate a business in Vietnam, foreign investors need to focus on legal corporate documents. First of all, it is the Enterprise Registration Certificate. So, what is the Enterprise Registration Certificate? Stay tuned for the post!

What is an enterprise registration certificate?
What is an enterprise registration certificate?

What is an enterprise registration certificate in Vietnam?

Enterprise Registration Certificate is also known as Certificate of Business Registration or Business Registration License. It is a legal corporate document that every Vietnam company must have. It states all the material particulars of a Vietnam company.

The enterprise registration certificate is issued by a provincial registrar of companies called Department of Planning and Investment in the form of a paper document.

Enterprise registration certificates will be issued to founding shareholders or members upon submission of a complete, valid application dossier. An enterprise registration certificate must be in the form prescribed by law.

A certificate of enterprise registration becomes valid and confirms that the company has legal entity status from its issuing date. In other words, from that day, the company may commence its operation in Vietnam.

Conditions for obtaining an enterprise registration certificate in Vietnam

Conditions for foreign investors to obtain an Enterprise Registration Certificate in Vietnam
Conditions for foreign investors to obtain an Enterprise Registration Certificate in Vietnam

An enterprise registration certificate is issued in Vietnam when the following conditions are fully satisfied:

  • Valid dossiers: Company registration documents must contain complete and accurate information.
  • Valid company name: a company name must include two separate parts, i.e., company type and private name; the company name must not be identical to or cause confusion with an existing registered one.
  • Full payment of filing fee: when submitting an application dossier, a filing fee must be fully paid to the registrar of companies through two methods: paying by cash or via online transfer.
  • Proposed business lines not on the list of prohibited ones: Foreign investors are only allowed to register business activities that are permitted by Vietnamese law, not business activities prohibited.

Company registration procedures for foreign investors

To start doing business in Vietnam, foreign investors need to focus on many different issues. The most important of which are still the legal procedures to register a company in Vietnam. Hereafter, LTS LAW guides the step-by-step procedures for the company registration for foreign investors in Vietnam:

Step 1: Applying for an investment registration certificate

As a first step, foreign investors declare information about their investment projects online on the National Foreign Investment Information System (https://fdi.gov.vn/).

Next, the investors must prepare one set of documents in hard copy for application for an investment registration certificate and submit them to the relevant provincial investment registration agency.

The investment registration agency will assess the validity of the application documents in terms of formality and substance. Within 15 days from the date of receipt of the application, the investment registration agency will issue an investment registration certificate if the application documents are valid.

Step 2: Applying for an enterprise registration certificate

To apply for an enterprise registration certificate, foreign investors must submit one set of documents to the relevant provincial registrar of companies. You can choose one of two forms of submission: direct submission or online submission through the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

The business registration agency will receive the application documents and assess the validity of the application documents in terms of formality and substance. After that, an enterprise registration certificate will be issued within 03 working days from the date of receipt of the valid documents.

Step 3: Applying for sub-licenses for conditional business lines (if any)

Upon company registration, newly registered FDI companies must apply for relevant sub-licenses if they carry out conditional business activities requiring sub-licenses.

Some business activities requiring a sub-license are as follows:

  1. Logistics services.
  2. E-commerce services.
  3. Education services.
  4. Retail services.
  5. Postal services.

Application documents for company registration for foreign investors

Application documents for an investment registration certificate

To apply for an investment registration certificate, foreign investors must prepare and submit one set of application documents, including:

  • Proposal form for investment project implementation;
  • Legal documents of individual investors: a copy of ID card, citizen ID card, or passport;
  • Legal documents of corporate investors: a copy of certificate of incorporation or other legal documents of equal value confirming their legal status;
  • Proposal for investment project;
  • Proof of financial capacity of investors: investors can provide one of the following documents:
    • Bank balance certificates or bank statements;
    • Financial statements of the last 02 years of corporate investors;
    • Written commitment to giving financial support of parent companies;
    • Written commitment to giving financial support of financial institutions;
    • Documents explaining the financial capacity of investors.
  • Proposal for land use demand. In case investment projects do not request the State to allocate land, lease land, or allow the conversion of land use purpose, a copy of documents proving the relevant land use right or other documents proving the project location;
  • Letters of explanation about technologies used in investment projects for those subject to appraisal and collection of opinions on technologies under the law on technology transfer;
  • Other documents related to investment projects, requirements on conditions, and capacity of investors under the law (if any).

Application documents for issuance of an enterprise registration certificate

Application documents for company formation may vary depending on what type of company that foreign investors choose. In general, the application documents for issuance of an enterprise registration certificate will include the following basic documents:

  • Application form for enterprise registratio;
  • Company charter;
  • List of shareholders or company members:
    • List of founding shareholders and shareholders that are foreign investors if it is a joint stock company;
    • List of company members if it is a limited liability company with two or more members;
  • Legal documents of shareholders or company members:
    • For individual investors: ID card or citizen ID card or passport;
    • For corporate investors: establishment decision, certificate of business registration; ID card or citizen ID card or passport and letter of authorization for persons who are authorized to manage capital share of foreign corporate investors in Vietnam.
  • A copy of the newly issued investment registration certificate;
  • A letter of authorization for LTS LAW’s staff to carry out the procedures for company registration on clients’ behalf if they use our services.

The latest sample of enterprise registration certificate in Vietnam

The latest sample of enterprise registration certificate
The latest sample of enterprise registration certificate

An enterprise registration certificate is issued by a provincial registrar of companies named Business Registration Office. It contains the main information as follows:

  • Enterprise code: each company has a different registration code that is also its tax code, used to distinguish companies from each other, making it easy for authorities to manage them. This code is also made available on the National Business Registration Portal.
  • Company names: including a Vietnamese name, an English name, and an abbreviated name (if any).
  • Head office address, phone number, and email.
  • Charter capital: It is the total value of assets undertaken to contribute by company members or owners of limited liability companies or the total par value of shares subscribed by shareholders of joint stock companies when registering limited liability companies or joint stock companies. Charter capital is always denominated in dong (VND).
  • Information about legal representatives of the company.
  • Information about company members, owners of the limited liability company.

What should foreign investors pay attention to when registering a company in Vietnam?

  • When registering a company in Vietnam, foreign investors must meet all relevant business conditions. Each business activities may have different requirements on investment procedures, forms, investment capital, and capital contribution ratio.
  • Foreign investors must provide proof of finance, i.e., financial statements, certificate of bank balance, or bank account statements;
  • Foreign investors must provide proof of investment project location/ head office address, i.e., office/house lease contracts, or workshop lease contracts, etc. An investment project location or company head office must not be in an apartment building.

Company registration service for foreign investors at LTS LAW

If you are a foreign investor who desires to start a company in Vietnam and are looking for a company formation agency to provide the necessary legal support during the company formation, LTS LAW will be an excellent choice for you.

Currently, LTS LAW is providing the services of establishing foreign-invested companies and representative offices of foreign companies in Vietnam. In addition, we advise on procedures for amending investment registration certificates and enterprise registration certificates of foreign-invested companies in Vietnam.

LTS provides business registration services for foreign investors in Vietnam
LTS provides business registration services for foreign investors in Vietnam

So why do many foreign clients choose services at LTS LAW?

  • There is a team of enthusiastic and fast, experienced lawyers and consultants.
  • We are committed to compliance with legal regulations and industry ethical standards.
  • We have a diverse service portfolio, meeting the unique needs of each foreign clients.
  • We maintain high-quality service at a reasonable service fee.

LTS LAW aims to become the leading reliable legal partner of domestic companies and foreign investors in Vietnam. Contact us now for further advice on the most optimal solutions for your business!

Frequently Asked Questions

  1. What agency will issue enterprise registration certificates?

According to the law, the Business Registration Office under the relevant provincial Department of Planning and Investment will have the authority to issue enterprise registration certificates. The Business Registration Office will, among the others,:

  • Receive application documents for company registration from individual and organizational applicants.
  • Review the validity of application documents in terms of formality and substance, post or update company registration information on the National Business Registration Portal.
  • Issue enterprise registration certificates.

Each province has a Business Registration Office to perform the above tasks.

  1. Time limit for issuing enterprise registration certificates:

Within 03 working days of receipt of the application documents, the Business Registration Office will assess the validity of the application and issue enterprise registration certificates. At the same time, the Business Registration Office shall post the company registration information on the National Business Registration Portal.

If the application is invalid, within 03 working days of receipt of the application, the Business Registration Office shall notify the applicants in writing of the contents that need to be amended or supplemented.

Enterprise registration certificates or other notices will be delivered to the applicants by post.

If you need to consult about our company registration service, please contact LTS LAW immediately through the following information:

LTS LAW 

Address: Room 602, Floor 6, 520 CMT8, Ward 11, District 3, HCMC, Vietnam

Email: contact@lts.com.vn

Hotline: (+84) 902 798 066

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