Establishing a Macau-invested company in Vietnam

The establishment of a Macau-invested company in Vietnam presents an attractive opportunity for international investors, particularly from Macau, to tap into Vietnam’s dynamic business environment and promising market. With Vietnam’s rapidly growing economy, investment incentive policies, and strong connectivity between the two regions, expanding business operations in Vietnam offers numerous advantages for Macau enterprises. This article will outline the procedures, benefits, and key considerations when setting up a Macau-invested company in Vietnam.

Legal framework

• Enterprise Law 2020

• Investment Law 2020

• Decree 01/2021/ND-CP on business registration

• Decree 31/2021/ND-CP (effective from March 26, 2021)

Conditions for Macau investors to establish a company in Vietnam

Requirements for investors

Foreign investors are allowed to establish a company in Vietnam if they meet the following conditions:

• Must be of legal age

• Must have full civil capacity

• Must not be subject to criminal prosecution

• Must not be serving a sentence

• Must hold citizenship of a WTO member state

Prohibited business sectors

According to Article 6 of the Investment Law 2020, the following business activities are prohibited in Vietnam:

1. Trading in narcotics as specified in Annex I of the Investment Law 2020

2. Trading in certain chemicals and minerals as specified in Annex II of the Investment Law 2020

3. Trading in specimens of wild flora and fauna harvested from the wild, as per Annex I of CITES and Annex III of the Investment Law 2020

4. Prostitution business

5. Human trafficking, trade in human organs, body parts, or fetuses

6. Cloning-related business activities

7. Firecracker trading

8. Debt collection services

The production and use of products listed in points (1), (2), and (3) for scientific research, medical purposes, pharmaceutical production, criminal investigations, and national defense are subject to government regulations.

Market access conditions for foreign investors

Foreign investors establishing a company in Vietnam must comply with Commitment 318/WTO/CK regarding Vietnam’s business activities and service sectors. If the business sector falls under the list of restricted market access for foreign investors, compliance with legal requirements (such as capital ownership ratio, investment form, and business scope) is necessary.

Process of establishing a Macau-invested company in Vietnam

Below is a basic step-by-step process for foreign investors to set up a Macau-invested company in Vietnam:

• Apply for an investment registration certificate (IRC)
• Apply for an enterprise registration certificate (ERC)
• Create a company seal
• Open an investment capital account and contribute capital
• Begin business operations after capital contribution is completed (additional licenses may be required for conditional business sectors)

Required documents for establishing a Macau-invested company in Vietnam

Documents for investment registration certificate application

The application for an investment registration certificate includes:

• Investment project proposal: This document outlines key project details, including investor information, investment objectives and scale, funding sources, capital mobilization plan, location, timeline, workforce requirements, investment incentives, and economic and social impact assessments.

• Proof of company headquarters: Includes lease agreements and notarized copies of property ownership documents of the landlord, such as land use rights certificates and construction permits. If the landlord is a company, a copy of its business registration certificate with real estate business functions is required.

• Bank balance confirmation: Demonstrates sufficient funds corresponding to the intended capital investment in the foreign-invested company, legalized and translated into Vietnamese.

Submission place: Department of Planning and Investment of the province where the company is headquartered.

Processing time: Within 15 days of receiving a complete and valid application, the Department of Planning and Investment will issue the investment registration certificate. If rejected, the investor will receive a written explanation.

Documents for business registration certificate application

• Application form for business registration and company establishment

• Company charter

• List of founding members or shareholders

• Legal identity documents of investors, such as passports, ID cards, or business registration certificates (if the investor is a company)

• Power of attorney (if a legal representative in Vietnam is handling the procedures)

Company establishment procedures for Macau investors in Vietnam

Step 1: Register for an investment registration certificate

Foreign investors must declare all project-related information through the National Foreign Investment Information System. After completing the declaration, the investor submits an application for the investment registration certificate to the Department of Planning and Investment in the province or city where the company will be based. The department will process and issue the certificate within 15 working days if the application is complete and valid. If rejected, the department will notify the investor with reasons.

Step 2: Apply for an enterprise registration certificate

After obtaining the investment registration certificate, the investor must apply for an enterprise registration certificate at the Department of Planning and Investment. The process is similar to setting up a domestic company, but additional documents may be required for foreign-invested businesses.

Step 3: Publish business registration information

Once the enterprise registration certificate is issued, the company must publicly disclose its registration details on the National Business Registration Portal. This includes company information, business activities, and lists of founding shareholders (if applicable). The publication fee is VND 100,000, as per Circular 47/2019/TT-BCT.

Step 4: Create a company seal

The company can choose between a traditional engraved seal or an electronic seal. The company has the right to decide on the number, form, and content of the seal, including for branches and representative offices. Seal usage must comply with the company’s charter or internal regulations.

Business consulting services for establishing a Macau-invested company in Vietnam

Our consulting services provide comprehensive support for Macau investors looking to expand their business in Vietnam. Services include:

• Advising on suitable company types

• Assisting with business registration and investment licensing

• Guiding on legal requirements related to capital, headquarters, and labor regulations

• Providing information on investment incentives, document legalization, and notarization services

With an experienced team of legal professionals, our services ensure a smooth legal process, regulatory compliance, and quick business establishment in Vietnam.

For legal consultation on establishing a Macau-invested company in Vietnam, contact our lawyers at:

Phone: 0901 3333 41
Email: info@bkclaw.vn

District 1 Office: 9th Floor, Diamond Plaza, 34 Lê Duẩn, District 1, Ho Chi Minh City
Binh Tan Office: 41 Tên Lửa, Binh Tan, Ho Chi Minh City

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