SETTING UP AN ENTERPRISE IN VIETNAM: THE STORY OF KOREAN CLIENTS AT OTIS LAWYERS

After the economic opening, especially after many free trade contracts were born, more and more foreign investors have invested in Vietnam in many forms, including the FDI enterprises establishment. Below is the story of setting up an enterprise in Vietnam of Mr. Lee - a South Korean investor who was consulted and supported by a lawyer of OTIS LAWYERS.

Desire to invest in Vietnam

Mr. Lee shared: “I want to invest in the potential market in Vietnam. As far as I know, Vietnam has 4 forms of investment for foreign investors: investment in setting up economic organizations; capital contribution investment, shares purchase, contribution capital purchase; implementation of investment projects; investment under BCC contract. I don't know which form to choose because I only have a small amount of capital and want to start my own business, without anyone's additional capital. I contacted a lawyer to help me, so that I can quickly do business in the Vietnamese market.”

Consultation on choosing an investment form

According to Mr. Lee's desire, the lawyer consulted him to choose the form of a limited liability company with one member. With this type of company, as the company owner, Mr. Lee has full authority to decide on all matters related to the company's operations. Mr. Lee only has limited liability to the extent of the charter capital, thus avoiding a lot of risks in the business process. Especially, the company can also raise capital by issuing bonds, if later, if they want to expand the size of members, they can easily convert the type of enterprise.

After listening to the lawyer's consultation, Mr. Lee decided to choose a limited liability company and authorized a lawyer to perform the investment registration and enterprise registration procedures on his behalf in Vietnam.

Registration of setting up a limited liability company with 1 member

Pursuant to the provisions of the Law on Investment 2020, the Law on Enterprise 2020, and related decrees and circulars on the establishment of a foreign-invested company, in order to establish Mr. Lee's one-member limited liability company, it is necessary to carry out two procedures to apply for an Investment Registration Certificate and to apply for an Enterprise Registration Certificate.

To carry out these procedures, Mr. Lee needs to provide the following documents:

• Notarized copy of the entire passport
• Confirmation of the bank account balance corresponding to the amount of capital intended to establish the company

Before carrying out the procedures for the issuance of an Investment Registration Certificate, the lawyer declares online information about the investment project on the National Foreign Investment Information System according to the information Mr. Lee provided. After the lawyer submits the hard copy application, Mr. Lee can monitor the processing status on the National Foreign Investment Information System.

Submitting application for an Investment Registration Certificate

Within 15 working days from the date of online declaration, the lawyer on behalf of Mr. Lee submits a dossier (hard copy) to apply for an Investment Registration Certificate to the Investment Registration Authority. With complete documents, the investment registration agency has issued the Investment Registration Certificate.

Submitting an application for Enterprise Registration Certificate, engrave the seal of legal entity

After being granted the Investment Registration Certificate, the lawyer submits the application to the Business Registration Office - Department of Planning and Investment to issue the Enterprise Registration Certificate and the tax code;

Engrave the company's seal, publish the seal and enterprise information on the National Enterprise Registration Portal.

Opening an account to transfer direct investment capital

According to the provisions of the Law on Enterprise, foreign investors need to contribute capital within 90 days from the date of being granted the Enterprise Registration Certificate. Therefore, right after establishing the company, Mr. Lee needs to open a direct investment account. Lawyers assist Mr. Lee to open an account.

Completing procedures after setting up an enterprise in Vietnam

After setting up the company, the lawyer carries out the procedures of account registration, purchase of digital signatures, payment of license tax, declaration of license tax, issuance of invoices, tax declaration, etc. for Mr. Lee’s company

Within 15 days, the lawyer of OTIS LAWYER completed the investment registration and enterprise registration procedures for Mr. Lee's one-member limited liability company. Mr. Lee needs to sign the document handover minutes and get the results back, including: Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC) and other documents that the client provided during the use of the company's services.

Hopefully, through Mr. Lee's story of setting up an FDI enterprise, clients will have more confidence in the services of OTIS LAWYERS. Please contact us for consultation and support.

OTIS & PARTNERS LAWFIRM

Address: No. K28, Lane 68 Trung Kinh, Yen Hoa Ward, Cau Giay District, Hanoi City.

Hotline: (+84) 987 748 111

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