What is wholly foreign-owned company?

Under the WTO commitments, foreign individuals and/or organizations may own all the capital of a company in Vietnam, which is 100% foreign owned.

Legal services:

  • Establish the company: apply for requesting the competent authority in Vietnam to grant the Investment Registration Certificate (IRC) and/or the Enterprise Registration Certificate (ERC)
  • Adjust content of IRC, ERC: (increase or decrease of investment capital, addition or change of business lines or fields of investment, change of investment location, update of investors, legal representatives, change the type of company from Limited Liability Company to Joint-Stock Company or vice versa, …)
  • Extend Investment projects;
  • Terminate Investment projects;
  • Register tax, provide tax services, accounting, labor, bank accounts and other licenses after establishing a company.

How to proceed?

  • Our lawyers will discuss with you through our CRM system or phone or email or meet directly to understand your investment requirements and targets in Vietnam;
  • We will provide investment trends, strengths, and limitations of investment locations in Vietnam, expense, the expected time you receive IRC, ERC, other licenses for you to consider making the decision;
  • Our lawyers will recommend a suitable investment model for you including business lines, capital structure, type of company, location of investment and the conditions you need to meet when investing in Vietnam;
  • We will provide a list of documents and legal forms that we have translated from Vietnamese to English for you to prepare to complete the application for licenses (if you agree to use our services);
  • Provide an account for you to access our CRM system to monitor and speed up the process of applying for your licenses;
  • Delivery of licenses to you and provide guidance documents to prepare you to perform the order of work after establishing the company.

Registering a 100% foreign-owned company in Vietnam is possible. However, foreign investment is subject to regulatory limitations applied on each specific business sector.

In most cases, investors shall implement the following steps to establish a company:

Step 1: Obtaining an Investment Registration Certificate, abbreviated IRC (if any non-Vietnamese investors).

Step 2: Obtaining an Enterprise Registration Certificate, abbreviated ERC or BRC for Business Registration Certificate.

The company is established but the following steps are required for regulatory compliance:

Step 3: Post establishment procedures.

Step 4: Obtaining sub-licenses (if any).

IRC stands for Investment Registration Certificate which shall be obtained (in most cases) when a foreign investor wants to set up a project (such as establishing a company) in Vietnam at the beginning.

ERC stands for the Enterprise Registration Certificate which every company in Vietnam must have. In other jurisdiction it is sometimes referred to as the “Incorporation Certificate” or “Company Certificate”.

Joint Stock Company (“JSC”) and Limited Liability Company (“LLC”) are the most common types of company in Vietnam since they offer the following advantages:

  • Limitation in liabilities of their shareholders/ members/ proportionate to their capital contribution;
  • Flexible management structure;
  • Conversion from JSC to LLC and conversely is possible.

In general, there is no minimum capital required by law when registering a company in Vietnam. Only some conditional business sectors such as real estate trading, banking or education have specific capital requirements.

However, the capital shall be sufficient in light of the intended business sectors and scale of operation.

For non-conditional business sectors, we usually need from 6 to 8 weeks to setup a foreign-invested company and 1 week for a Vietnamese-invested one.

However, especially for foreign-owned companies, the time can be extended due to various reasons such as additional requirements from the licensing authorities.

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