Question: How is investment in the establishment economic organizations implemented?

Gattaca Law attorney answers:

Before establishing an economic organization, foreign investors must meet market access conditions for foreign investors, have an investment project, and complete procedures for obtaining and adjusting an Investment Registration Certificate, except for cases of establishing small and medium-sized innovative start-ups and innovative start-up investment funds as stipulated by the laws on supporting small and medium-sized enterprises.

Under this form, foreign investors can choose to establish a company with 100% ownership or, together with other investors (both domestic and foreign), to establish a business in the following types:

(i) Joint-stock company (with at least 03 founding shareholders);
(ii) Limited liability company (01 member or 02 or more members);
(iii) Private enterprise (01 individual as the sole owner);
(iv) Partnership company (with at least 02 general partners who are co-owners of the company).

Foreign-invested economic organizations already established in Vietnam that have a new investment project may proceed with the procedures to implement that investment project (obtain an Investment Registration Certificate for the project) without necessarily establishing a new economic organization.

Foreign investors who establish an economic organization and implement an investment project must follow these procedures (except in cases regulated in Article 67 of Decree 31/2021/ND-CP):

• In the case of a new investment project, foreign investors must follow the procedures for investment policy approval, obtain an Investment Registration Certificate for the new project, and complete the procedures to establish an economic organization in accordance with the law for each type of economic organization.
• In the case of acquiring an existing investment project and establishing an economic organization, foreign investors must follow the procedures for obtaining an Investment Registration Certificate (if the project has not been granted one) or adjusting the Investment Registration Certificate (if the project has already been granted one) and complete the procedures for establishing an economic organization in accordance with the law for each type of economic organization.
• The dossier, process, and procedures for establishing an economic organization must comply with the laws on enterprises or other relevant laws corresponding to each type of economic organization.
• The charter capital of the economic organization established by foreign investors to implement an investment project does not necessarily have to match the investment capital of the project. The economic organization established by foreign investors will contribute capital and mobilize other sources of capital to implement the investment project according to the progress specified in the Investment Registration Certificate.

(Source: Vietnam Investment Guidebook)