A foreign investor may choose to establish an enterprise in Vietnam in the form of:
Before establishing a business organization, the foreign investor must have an investment project, apply for a Certificate of investment registration, and satisfy certain conditions under Law on investment.
Foreign investor may own an indefinite amount of charter capital invested in business organizations, except for the case required by legal.
Advantage as setting up a business:
Corporate structure of limited liability company with one or more members, Joint-stock company and Partnership
Limited liability company (LLC)
Joint-stock company (JSC)
Required the number of members/ shareholders
- Two or more members, not exceed 50
At least 3 shareholders, unrestricted the maximum number of shareholders
- At least 2 general partners (individuals),
- Contributing partners are individuals or organizations
Limitation of liability of members/ shareholders
Responsible for debts and other liabilities up to the value of capital contributed into the enterprise
- General partners: unlimited
- Contributing partner: limited up to the value of capital contributed into the enterprise
15 days or more from the date of receipt of a complete and valid dossier depends on investment procedures.
Investment under PPP (Public private partnership) contracts
A contract between a regulatory agency and an investor, a project enterprise to carry out, manage and operate an infrastructure and public service project. PPP contract includes:
The equity capital of the investor shall account for at least 20% of the total capital (Total investment of over VND 1,500 billion).
With regard to the project funded by total investment of over VND 1,500 billion:
Investment under BCC (Business Cooperation Contract) contracts
The investment form based on contract between domestic investors and foreign investors for business cooperation, profit and product distribution without establishing an economic organization. The parties are flexible, quite independent as decide projects’ issues, rights and responsibilities among the parties.
Foreign investors under a business cooperation contract is allowed establishing an operating office in Vietnam to execute the contract.
Establish representative office (RO) and Branch
- A dependent unit of a foreign entity in Vietnam
- Each foreign trader shall not establish more than one representative office or a Branch that has the same name within a province or centrally - affiliated city.
- Timing: 7 days or more after receiving complete and valid dossiers.
- Is not permitted to conduct direct commercial activities in Vietnam.
- To operate as contact office, promote cooperation projects, research market to push up chances to purchase commodities, supply and consume commercial services of foreign company in Vietnam and conduct other activities under applicable law.
- May conduct direct profit-making activities in Vietnam consistent with its license for establishment in accordance with the laws of Vietnam and any international treaty to which Vietnam is a member.
Requirements for grant of Licenses for Establishment of RO:
- Complying to laws of countries or territories being parties to treaties to which Vietnam is a signatory.
- The foreign trader has come into operation for at least 01 year from the date of establishment or registration
- Other conditions required on Decree 07/2016/NĐ-CP
Requirements for grant of Licenses for Establishment of branches:
- The foreign trader has come into operation for at least 05 years from the date of establishment or registration