What are the procedures for Application of Investment Licence for foreign investors in Vietnam? 

Law on Invesment in Vietnam No 67/2014/QH2013 dated November 26, 2014 (Law on Investment in Vietnam 2014), stipulates investment activities in Vietnam, by the following forms: Invest to establish a business organization (an enterprise or a company); Invest by contributing capital, buying shares, or buying capital contributions of business organizations; Invest under Public - Private Partner (PPP) contract; Invest under Business Cooperation Contract (BCC).

In this particular paper, Lawyer for business and foreign investment only discusses on investments made by foreign investors to set up business organisation, 100% foreign-owned enterprise (100% FOE), also known as 100% Foreign Direct Investment (100% FDI) in Vietnam.

Law on Investment in Vietnam 2014 (Article 22) prescribes, before establishing a business organization, the foreign investor must have an investment project and apply for a Certificate of Investment Registration (Investment Licence). As such, in order for a foreign investor to make investment by form of establishing a business organization in Vietnam, the investor must have an investment project, and apply for an Investment Licence before such investor is entitled to set up a business. There are two procedures which foreign investors must apply:

(1) Application for Certificate of Investment Registration (Investment Licence): in accordance with the provisions of the Law on Investment in Vietnam 2014 and,

(2) Application for Certificate of Business Registration (Business Licence) in accordance with the Law on Enterprise in Vietnam No 68/2014/QH dated November 26, 2014 (Law on Enterprise in Vietnam 2014). 

It is noted that before the date the Law on Enterprise in Vietnam 2014 takes effect (i.e. July 01, 2015), foreign investors performing investment activities in Vietnam only need to apply for Investment Licence. This is because, Article 20 Law on Enterprise in Vietnam No 60/2005/QH11 dated November 29, 2005 (Law on Enterprise in Vietnam 2005) prescribed that Investment Licence is also Business Licence. In fact, many foreign investors (FDI enterprises or companies) still continue to use their Investment Licences which are also Business Licences. Many other investors, however, have submitted application for a separate Business Licence, in line with the new provisions in the Law on Enterprise in Vietnam 2014.

Procedures for Application of Investment Registration, prescribes in the Law on Investment in Vietnam 2014 (Clause 1 Article 33). Documents to be prepared include the following:

Copy of passport of individual foreign investor: to be notarized at District - level of People’s Committee; Copy of Certificate of Incorporation of organisation foreign investor: to be legalized by Embassy/ Consulate in accordance with the Law on Enterprise in Vietnam 2014 (Article 22).

Choose a type for the enterprise to be established: Limited Liability Company, Joint Stock Company (Shareholding Company) or partnership.

Select a name for the enterprise: The selected name must not be the same as that of or cause confusion with any existing registered name.

Chartered capital: appropriate with the scale of business and as a means of confirmation to your partners, customers.

Give a name for your investment project in Vietnam: The selected name should be suited for investment project’s characteristic.

A place to implement your investment project in Vietnam: Proved by an agreement about a lease at a given future time, or a lease contract.

Discription of  your business lines: detail into each category, group, code in VSIC, check whether your business lines are subject to conditional business lines or not; describe CPC code (for conditional business lines);

Size of investment: in square metre (m²) of land area to be used for the investment project, design capacity (if any), output, scale of building to be constructed, etc. Investment capital of the project: Total investment capital, method of capital contribution, method of capital funding.  Life of the project,  time frame and progress of the project, labour demand of the project. Asess on impact of the project on local economic, social environtment. Suggestion for investment incentives. Proofs of financial capability: Writing presentation of financial capability and verified bank balance (translated into Vietnamese, the signature of the translator must be notarized at district level People’s Committee).

Procedures for Application of Business Registration for foreign investors, prescribes in the Law on Enterprise in Vietnam 2014 (Article 21, 22 and 23). Documents to be prepared including the followings:

Application for Business Registration in Vietnam (in prscribed form); Company’s Charter, List of members (in prescribed form); Copy passport of individual investor (notarized); copy of Certificate of Incorporation (for organisation investor, this document must be legalized by Embassy/Consulate); Authorization letter (if applicable); Authorization contract (if applicable); Letter of Introduction (if any).

Please contact 0932575030 - 15 Tân An 2, Haichau District, Danang City for futher information.

Lawyer for business and foreign investment in Danang