Requirements
Natural persons
Legal persons
For all kind of investors:
1.
Registration/Request for amendment of Investment Certificate (Appx. I-6) (original)
It must be fully filled, duly signed and sealed by legal representative of the Company.
or
Registration of conversion of enterprise form (Appx. I-15) (original)
It must be fully filled, duly signed and sealed by legal representative of the Company.
2.
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List of company members (original)
It is applicable to limited liability company with two or more members and in accordance with Appendix I-6 of Circular No. 01/2013/TT-BKHDT.
or
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List of founding shareholders (original)
It is applicable to shareholding company in accordance with Appendix I-7 of Circular No. 01/2013/TT-BKHDT.
3.
Amended company charter (original)
The samples are for reference only and may be changed by investors in accordance with the Law on Enterprise No. 60/2005/ND-CP and its guidance. The company charter must be fully signed and sealed by all founding members or shareholders and by legal representative of the Company to be established.
4.
Decision on converse of company form (original)
It is issued by members’ council of LLC with two members or more; or by shareholders of shareholding company; or owner of LLC with one member.
It must contain the principal content of: name and address of head office of the pre- conversed company and conversed company; time limit and conditions for the transfer of property, contributed capital amounts, shares or bonds of the pre-conversed company to the conversed company; plan on employment; and time limit for conversion.
5.
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Authenticated copy of investment certificate (an authentic copy)
6.
Financial statement (original)
of the most two recent years
For individual investor(s), supplement:
1.
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Authenticated copy of passport or Vietnamese ID card of individual investor (an authentic copy)
For corporate investor(s), supplement:
1.
Certificate of incorporation of corporate investor(s) (an authentic copy)
in case of new investor being an institution (legal person), its certificate of incorporation or business registration certificate or investment certificate or any substitutional document shall be required. Its copy must be authenticated or legalized within three months before the date of submission.
2.
Charter/memorandum of incorporation of corporate investor(s) (an authentic copy)
3.
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Authenticated copy of passport or Vietnamese ID card of investor's representative (an authentic copy)
4.
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Power of attorney (original)
in case that corporate investor wishes to authorize a person other than its legal representive to be its authorized representive in the company.
5.
Letter of Introduction (original)
It is issued by the company to the applicant
In case of transforming from limited liability company (LLC) with one member to LLC with two members or more, supplement:
1.
Contribution capital assignment agreement (original)
In case that company' owner wishes to assign a part of company’s charter capital to other individual or entity.
or
Contribution capital donation agreement (original)
In case that company' owner wishes to donate a part of company’s charter capital to other individual or entity.
or
Decision on capital mobilization (original)
In case company' owner wishes to raise additional capital from other individual(s) or entity(ies).
In case of transforming from limited liability company (LLC) with two members or more to LLC with one member, supplement:
1.
Contribution capital assignment agreement (original)
In case of transforming from limited liability company (LLC) to shareholding company, supplement:
1.
Shareholder agreement (original)
In case of transforming from shareholding company to limited liability company (LLC), supplement:
1.
Contribution capital assignment agreement (original)
Time frame
Waiting time for next step shall be 10 working days as from the date of receipt of valid application file. For the case subject to appraisal of Department of Investment and Planning or approval of Government Minister, the waiting time shall extend to 15 working days (exclusive of waiting time for consulting with Ministry(ies)).
Waiting time in queue:
Max. 5mn
Attention at counter:
Min. 20mn - Max. 30mn
Waiting time until next step:
Min. 10 days - Max. 15 days
Legal justification
1.
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Law No. 59/2005/QH11dated 29/11/2005 of National Assembly on Investment
articles 51, 88
2.
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Law No. 60/2005/QH11dated 29/11/2005 of National Assembly on Enterprises
articles 154, 155, 170
3.
Law no. 37/2013/QH13 dated 20 June 2013 on amending and supplementing Article 170 of Law on Enterprise
Article 1
4.
Decree No. 43/2010/ND-CP of the Government dated Apirl 15, 2010, on enterprise registration
articles 23, 24
5.
Decree No. 102/2010/ND-CP of the Government dated October 01, 2010, detailing a number of articles of the Law on Enterprises
articles 31, 32, 33, 34
6.
Decree No. 194/2013/ND-CP of the Government dated January 21, 2013, on the re-registration, transformation of foreign-invested enterprises and renewal of investment license of investment projects in the form of business cooperation contract
articles 11, 12
7.
Circular No. 01/2013/TT-BKHDT of the Ministry of Planning and Investment dated January 21, 2013 on business registration
Article 9
8.
Decision No. 1088/2006/QD-BKH of the Ministry of Planning and Investment dated October 19, 2006, issuing standard forms for conducting investment procedures in Vietnam
articles apdx.I-6, I-13, I-15
Additional information
The files of an investment project shall be prepared in Vietnamese or both in Vietnamese and a commonly used foreign language. If there is any difference between the Vietnamese version and the foreign language version, the Vietnamese version shall be applied.
Investor shall submit 01 set of application in original and may be required to supplement 08 sets of simple copies for the case subject to appraisal of Department of Investment and Planning or 10 sets of simple copies for the case subject to approval of Government Minister.
The investors can prepare the application file by themselves or they can require some local support (e.g. from law or consultancy firms).
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