Establishing a Foreign-Invested Enterprise (FDI) in Vietnam requires a structured approach, from registering an investment project to obtaining the necessary certificates for company incorporation. Here’s a complete guide covering each step, including documentation and processing times
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Step 1: Investment Project Registration in Vietnam
As mandated by Article 22 of the Law on Investment 2020, this certificate is required for most investment projects. Exceptions are available for small and medium-sized enterprises (SMEs) designated as innovative startups or venture capital funds under specific SME support policies.
1.1. Authority for Issuing the Investment Registration Certificate (IRC):
- Industrial and Economic Zone Management Boards issue IRCs for projects within their jurisdictions, unless otherwise specified by local regulations.
- Provincial Department of Planning and Investment handles IRC issuance for projects outside these special zones, as detailed in Clause 3, Article 39 of the Law on Investment 2020.
1.2. Application Requirements for the IRC:
- Investment Project Application Form: Completed and signed by the investor.
- Legal Documentation: Identification for individual investors or an incorporation certificate for organizational investors.
- Project Proposal: Outline project objectives, scale, capital structure, financing plan, location, investment timeline, labor needs, and socio-economic impact assessment.
- Financial Documentation: Includes recent financial statements, a commitment from the parent company, or a financial guarantee.
- Land or Lease Agreement: Documentation of land use rights or an agreement for project location.
- Technology Description: Required if the project involves restricted technology; include a Business Cooperation Contract (BCC) if following a BCC model.
Processing Time: 35-40 business days from the submission of a application.
Step 2: Application for the Investment Registration Certificate (IRC)
After receiving an investment decision (when required), investors can proceed to secure the Investment Registration Certificate (IRC). This step is essential for completing the legal setup of the investment project.
Documentation Required for the IRC Application:
- Project Application Form: A formal request to proceed with the project.
- Investor’s Legal and Financial Confirmation: Includes a bank statement, lease contract, and technology description if applicable.
- Land Use Documentation: Proof of lawful land use rights. Foreign documents must be legalized according to Vietnamese requirements.
Processing Time:
- For projects that do not require an investment decision: 15-20 business days.
- For projects that require an investment decision: 5-10 business days following approval.
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Step 3: Company Incorporation and Obtaining the Enterprise Registration Certificate (ERC)
Once foreign investors receive the Investment Registration Certificate (IRC) and subsequently obtain an Enterprise Registration Certificate (ERC), they can officially register their business entity as an FDI and commence operations in Vietnam.
Enterprise Registration Documentation:
- Enterprise Registration Application Form: Formal application for business registration.
- Company Charter: Governing document detailing company operations and shareholder agreements.
- List of Members or Shareholders: Required for companies with multiple investors.
- Identification Documents for Individual Investors: Passport or identification card, as well as legalized documents for foreign organizational investors.
- Valid Copy of the IRC: This document must accompany the application as proof of investment registration.
Processing Time: 3-6 business days once complete documentation is received.
Conclusion: Becoming an FDI Enterprise in Vietnam
Upon completing these procedures, the foreign-invested enterprise gains FDI status in Vietnam, granting it the legal rights to operate and access various incentives. To qualify as an FDI company, two key requirements must be met: an Investment Registration Certificate and proof of foreign capital investment. This ensures compliance with Vietnamese FDI regulations, supporting long-term growth and stability in Vietnam’s thriving market.
Benefits of Establishing an FDI in Vietnam
Vietnam offers numerous benefits to FDI companies, including tax incentives, access to growing consumer markets, and preferential policies for businesses in high-priority industries or challenging economic zones.
We designed this structured guide on establishing an FDI company in Vietnam to help investors understand each step, comply with regulations, and navigate the Vietnamese investment environment effectively.
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