Services for establishing Chinese companies in Vietnam

Establishing a Chinese company in Vietnam is becoming a trend as more and more Chinese investors see the potential of the Vietnamese market. To support Chinese enterprises to easily set up their business, the service of establishing a Chinese-invested company provides a comprehensive and professional solution, helping investors to fully complete the necessary legal procedures and documents. With the support of experienced experts, this service helps to optimize the process, save time and ensure that businesses comply with all legal requirements when entering the Vietnamese market.

Basic conditions for establishing a company with Chinese capital

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

Do not do business in prohibited areas

Prohibited investment areas are stipulated in the Vietnam Investment Law, including:

• Projects that harm national defense and security: Activities that may affect national security or social order, such as weapons production or security service business..
• Projects affecting culture and ethics: Projects that may infringe upon or damage Vietnamese cultural heritage and customs, such as inappropriate cultural activities.
• Projects affecting health and environment: Projects that pollute the environment, affect human health or destroy natural resources.
• Hazardous Chemical Manufacturing: Projects involving hazardous chemicals or hazardous waste disposal are not permitted.

Compliance with investment regulations

• Project implementation location: Investors must have a location in accordance with legal regulations..
• Environmental assurance: Projects must meet environmental protection requirements and ensure security and order.
• Financial capacity and experience: Investors must have sufficient financial capacity and necessary experience to implement the project.
• Legal documents: It is necessary to prepare all necessary legal documents, including company name, business type, and business lines.
• Conditional industries: If investing in a conditional industry, investors need to meet the requirements and apply for a sub-license as prescribed.

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Procedures for establishing a Chinese capital company

There are two main ways for Chinese investors to establish a company in Vietnam: direct investment with 100% Chinese capital or establishment of a 100% Vietnamese-owned company and then transfer it to a Chinese investor.

Form 1: Establish a company with 100% Chinese capital

Step 1: Apply for an Investment Registration Certificate

Investors need to prepare documents to apply for an Investment Registration Certificate, including:
Application for an Investment Registration Certificate.
Documents proving financial capacity.
Investment plan, objectives and scale of the project.
Other documents as required by the management agency.

Step 2: Register for business establishment

After receiving the Investment Registration Certificate, the investor will register for business establishment with the following steps:
Prepare documents for business registration, including:
Company charter.
Application for company registration.
List of founding shareholders.
Copies of ID cards/passports of the legal representative and capital contributors.
Submit documents to the Department of Planning and Investment where the company is headquartered.

Document processing time:

Usually 3-5 working days. If the application is valid, the competent authority will issue a Business Registration Certificate.

Step 3: Announcement of business registration information

Business registration information must be publicly announced on the National Business Registration Information Portal within 30 days from the date of issuance of the Business Registration Certificate. The announcement includes the information recorded on the Business Registration Certificate.

Note: According to Clause 1, Article 45 of Decree 122/2021/ND-CP, the act of not announcing or not announcing within the prescribed time limit the business registration content on the National Business Registration Information Portal will be subject to a fine of VND 1,000,000 to VND 2,000,000.

Step 4: Seal engraving and announcement of the seal sample

Enterprises can authorize a Law Firm or engrave the seal themselves and notify the Department of Planning and Investment about the use of the seal sample. Enterprises can decide on the form, quantity and content of the seal, but it must show the name and enterprise code. After receiving the notification of the seal sample, the Business Registration Office shall issue a Receipt to the enterprise, post the enterprise’s notification on the National Business Registration Information Portal and issue a Notice of posting information about the enterprise’s seal sample to the enterprise.

Form 2: Establish a Vietnamese company and then transfer capital to a Chinese investor

Procedures for establishing a company with 100% Vietnamese capital

Prepare the application for business registration according to each type of business to be established with a Vietnamese legal representative.

Chinese investors will submit the application for business registration to the Department of Planning and Investment or submit it online through the National Business Registration Information Portal.

Within 5-7 working days from the date of submission of the application, if the application is valid, the Department of Planning and Investment will issue a Business Registration Certificate. Conversely, if the application is invalid, the business registration agency will send a written notice of the incorrect content that needs to be supplemented or corrected.

Procedures for transferring capital contributions to Chinese investors

Step 1: Apply for a certificate of eligibility to contribute capital to Chinese people

To apply for a certificate of eligibility to contribute capital, Chinese investors need to prepare a dossier to register to contribute capital, purchase shares or purchase capital contributions for Chinese investors, the dossier includes:

Agreement on capital contribution, purchase of shares, purchase of capital contributions;
Document on registration of capital contribution, purchase of shares, purchase of capital contributions of Chinese investors;
Certified copy of passport of legal representative and manager of capital contributions of Chinese investors;
Certified copy of passport of Chinese investors (for individuals);
Consular legalization, Chinese business registration certificate (for organizations);
Certified copy of Certificate of business registration of 100% Vietnamese-owned company (the party selling capital, shares);
Authorization letter for the person performing the procedure if the Chinese investor does not submit it directly.

After preparing all the documents, the Chinese investor will submit them directly to the Investment Registration Office, where the enterprise will have its head office.

Within 10 working days after receiving the complete documents, the enterprise will be notified of meeting the conditions for contributing capital, purchasing shares or repurchasing capital contributions from the Chinese investor. However, if the documents do not comply with current regulations, the enterprise will be notified that it needs to adjust and resubmit the documents.

Step 2: Carry out the procedure for changing the contents of Chinese enterprise registration

The documents for changing the contents of enterprise registration include the following documents:

Notice of change of enterprise registration contents;
Notice of approval of transfer of capital contribution;
Transfer contract and liquidation of transfer contract;
Certified copy of the passport of the Chinese investor (for individuals);
Consular legalization of the decision to establish, the certificate of registration of a Chinese enterprise (for organizations);
Decision to transfer the capital contribution of the owner for a one-member LLC;
Minutes of the meeting of the board of directors on the transfer of capital contribution for a two-member LLC;
Minutes of the meeting of the general meeting of shareholders on the transfer of shares, capital contribution for a joint stock company;
Authorization letter for the person performing the procedure if the legal representative does not directly perform the procedure;
Copy of the ID card/CCCD or passport of the person authorized to perform the procedure.

After preparing all the documents, the company with Chinese capital will submit the documents to the Business Registration Office under the Department of Planning and Investment where its head office is located.

Within 5-7 working days from the date of receipt of valid documents, the Chinese investor will receive the Certificate of Business Registration with the changed information. If the application is invalid, the registration authority will send a written notice requesting the investor to revise, complete and resubmit the application.

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Frequently asked questions about setting up a company with Chinese capital

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

• The cost will depend on many factors such as the form of investment (direct or transfer), the size of the business and the accompanying services. Investors should contact the consulting agency for more details on the cost.

How long does it take to complete the service?

• Completion time is usually from 20 to 45 days, depending on the investment form and application status.

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

• What are the ways to open a Chinese company in Vietnam?aInvestors can choose two forms: direct investment with 100% Chinese capital or transfer capital from a Vietnamese company.

What conditions must be met when establishing a company with Chinese capital?

• Investors must comply with regulations on investment fields, not invest in prohibited fields and must meet legal conditions.

Which investors are required to invest directly?

• Chinese companies planning to undertake large or state-related projects must establish 100% Chinese-owned companies directly from the beginning.

BKC Law’s consulting service to establish a Chinese company in Vietnam

Establishing a Chinese company in Vietnam at BKC Law is a comprehensive solution for Chinese investors who want to enter and expand their business activities in the Vietnamese market effectively and legally. With a team of experienced lawyers and in-depth understanding of legal regulations in the field of foreign investment, BKC Law is committed to supporting clients in completing the entire process of establishing a company, from applying for an Investment Registration Certificate, preparing legal documents to procedures related to taxes, seals and business licenses. This service not only helps businesses comply with legal regulations but also saves time, costs and optimizes operations to quickly deploy business in Vietnam.

For free legal advice at BKC Law, you can contact our Lawyers with the following information:

Phone: 0901 3333 41

Email:info@bkclaw.vn

VP Quan 1: 9th Floor Diamond Plaza Building, 34 Le Duan, District 1, Ho Chi Minh City

VP Bình Tan:41 Ten Lua, Binh Tan District, Ho Chi Minh City

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