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Services for Establishing a Chinese Company in Vietnam

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Establishment of a Chinese Company in Vietnam has become a growing trend as an increasing number of Chinese investors recognize the potential of the Vietnamese market. To assist Chinese enterprises in easily setting up business operations, the service for establishing companies with Chinese capital provides a comprehensive and professional solution, helping investors complete all necessary legal procedures and documentation. With support from experienced experts, this service optimizes the process, saves time, and ensures full compliance with legal requirements when entering the Vietnamese market.

Basic Conditions for Establishing a Company with Chinese Capital

Services for Establishing a Chinese Company in Vietnam

To establish a company in Vietnam, Chinese investors must meet the following conditions:

Prohibited Business Sectors

The prohibited investment sectors are stipulated in the Investment Law of Vietnam, including:

  • Projects harmful to national defense and security: Activities that may affect national security or social order, such as arms production or security services.
  • Projects affecting culture and morality: Projects that may infringe upon or harm Vietnam’s cultural heritage, customs, and traditions, such as inappropriate cultural activities.
  • Projects affecting health and the environment: Projects causing environmental pollution, harming human health, or destroying natural resources.
  • Production of toxic chemicals: Projects involving toxic chemicals or hazardous waste treatment are not permitted.

Compliance with Investment Regulations

  • Project location: Investors must have a suitable location in accordance with the law.
  • Environmental protection: Projects must meet environmental protection requirements and ensure public order and safety.
  • Financial capacity and experience: Investors must demonstrate sufficient financial capacity and necessary experience to implement the project.
  • Legal dossier: Full preparation of required legal documents, including company name, type of enterprise, and business lines.
  • Conditional business sectors: If investing in conditional sectors, investors must meet the requirements and obtain sub-licenses as prescribed.

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Procedure for Establishing a Company with Chinese Capital

There are two main forms for Chinese investors to establish a company in Vietnam: direct investment with 100% Chinese capital or establishment of a 100% Vietnamese-owned company followed by capital transfer to Chinese investors.

Form 1: Establishment of a 100% Chinese-Owned Company

**Step 1: Application for Investment Registration Certificate**

  • Investors must prepare a dossier to apply for an Investment Registration Certificate, including:
    • Application for issuance of Investment Registration Certificate.
    • Documents proving financial capacity.
    • Investment plan, objectives, and project scale.
    • Other documents as required by the competent authority.

**Step 2: Enterprise Registration**

  • After obtaining the Investment Registration Certificate, investors proceed with enterprise registration as follows:
    • Prepare the enterprise registration dossier, including:
      • Company charter.
      • Application for enterprise establishment.
      • List of founding shareholders/members.
      • Notarized copies of citizen identity cards/passports of the legal representative and contributing members.
    • Submit the dossier to the Department of Planning and Investment where the company’s principal office is located.

Processing time:

  • Usually 3–5 working days. If the dossier is valid, the competent authority will issue the Enterprise Registration Certificate.

**Step 3: Public Disclosure of Enterprise Registration Information**

  • Enterprise registration information must be publicly disclosed on the National Enterprise Registration Portal within 30 days from the date of issuance of the Enterprise Registration Certificate. The disclosed content includes information recorded on the Enterprise Registration Certificate.
  • Note: Pursuant to Clause 1, Article 45 of Decree 122/2021/NĐ-CP, failure to disclose or late disclosure of enterprise registration information on the National Enterprise Registration Portal is subject to a fine from 1,000,000 VND to 2,000,000 VND.

**Step 4: Seal Engraving and Seal Sample Disclosure**

  • The enterprise may authorize a law firm or engrave the seal and notify the seal sample to the Department of Planning and Investment. The enterprise may decide the form, number, and content of the seal, provided it includes the company name and registration code.
  • Upon receipt of the seal sample notification, the Business Registration Office issues a receipt, publishes the enterprise’s notification on the National Enterprise Registration Portal, and issues a notice confirming publication of the seal sample.

Form 2: Establishment of a Vietnamese Company Followed by Capital Transfer to Chinese Investors

**Procedure for establishing a 100% Vietnamese-owned company**

Prepare the enterprise registration dossier according to the type of enterprise to be established, with the legal representative being a Vietnamese individual.

The Chinese investor submits the enterprise registration dossier to the Department of Planning and Investment or online via the National Enterprise Registration Portal.

Within 5–7 working days from the date of submission, if the dossier is valid, the Department of Planning and Investment will issue the Enterprise Registration Certificate. Otherwise, the business registration authority will send a written notice of deficiencies requiring supplementation or correction.

**Procedure for capital transfer to Chinese investors**

**Step 1: Application for confirmation of eligibility for capital contribution by Chinese investors**

To apply for confirmation of eligibility for capital contribution, Chinese investors must prepare a dossier for registration of capital contribution, share purchase, or capital contribution purchase, including:

  • Agreement on capital contribution, share purchase, or capital contribution purchase;
  • Application for registration of capital contribution/share purchase/capital contribution purchase by Chinese investors;
  • Notarized copy of passport of the legal representative and capital contribution manager of the Chinese investor;
  • Notarized copy of passport of the Chinese individual investor;
  • Consular legalized business registration certificate of the Chinese organizational investor;
  • Notarized copy of the Enterprise Registration Certificate of the 100% Vietnamese-owned company (seller of capital/shares);
  • Power of attorney for the person performing the procedure if the Chinese investor does not submit directly.

After preparing the complete dossier, the Chinese investor submits it directly to the Investment Registration Office at the location of the enterprise’s principal office.

Within 10 working days from receipt of a complete dossier, the enterprise will be notified of fulfillment of conditions for capital contribution, share purchase, or capital contribution purchase by the Chinese investor. If the dossier is not compliant, the enterprise will be notified in writing to amend and resubmit.

**Step 2: Procedure for amendment of enterprise registration contents**

The dossier for amendment of enterprise registration contents includes:

  • Notice of amendment of enterprise registration contents;
  • Notice of approval for capital contribution transfer;
  • Capital contribution transfer contract and termination agreement;
  • Notarized copy of passport of the Chinese investor (for individuals);
  • Consular legalized establishment decision/business registration certificate of the Chinese organization;
  • Decision on capital contribution transfer by the owner (for single-member limited liability companies);
  • Minutes of the Members’ Council meeting on capital contribution transfer (for multi-member limited liability companies);
  • Minutes of the General Meeting of Shareholders on share/capital contribution transfer (for joint-stock companies);
  • Power of attorney for the person performing the procedure if the legal representative does not perform it directly;
  • Notarized copy of citizen identity card/citizen identity card or passport of the authorized person.

After preparing the complete dossier, the company with Chinese capital submits it to the Business Registration Office under the Department of Planning and Investment at the location of its principal office.

Within 5–7 working days from receipt of a valid dossier, the Chinese investor will receive the Enterprise Registration Certificate reflecting the changes. If the dossier is invalid, the registration authority will send a written notice requiring amendment and resubmission.

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Frequently Asked Questions about Establishing a Company with Chinese Capital

Services for Establishing a Chinese Company in Vietnam

How much does it cost to establish a Chinese company in Vietnam?

  • Costs depend on various factors such as investment form (direct or transfer), enterprise scale, and additional services. Investors should contact a consulting firm for detailed cost information.

How long does the service take to complete?

  • The completion time typically ranges from 20 to 45 days, depending on the investment form and dossier status.

What are the ways to establish a Chinese company in Vietnam?

  • Investors may choose between two forms: direct investment with 100% Chinese capital or transfer of capital from a Vietnamese company.

What conditions must be met to establish a company with Chinese capital?

  • Investors must comply with regulations on business sectors, avoid prohibited sectors, and meet legal requirements.

Which investors are required to invest directly?

  • Chinese companies planning large-scale projects or projects related to the state must establish a 100% Chinese-owned company directly from the outset.

Consultation Services for Establishing a Chinese Company in Vietnam at BKC Law

Establishing a Chinese company in Vietnam at BKC Law is a comprehensive solution for Chinese investors seeking to enter and expand business operations in the Vietnamese market efficiently and lawfully. With a team of experienced lawyers possessing in-depth knowledge of foreign investment regulations, BKC Law is committed to supporting clients throughout the entire company establishment process—from applying for an Investment Registration Certificate, preparing legal dossiers, to completing tax, seal, and business license procedures. This service not only ensures full compliance with Vietnamese law but also saves time and costs while optimizing operations for rapid business deployment in Vietnam.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City

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