Question
I plan to set up a trading company in Danang, Vietnam, in the form of a shareholding company (joint-stock company), partly owned by foreign investors. Could you advise me about procedures to register a shareholding company in Vietnam, in trading sector, partly owned by foreign investors ? Are annual financial statements of a foreign invested company required to be audited ?
Answer
Set up a shareholding company, partly owned by foreign investors in Vietnam ?
Procedures to register a shareholding company in Vietnam, in trading sector, partly owned by foreign investors:
Investment Registration Certificate (IRC) in Vietnam:
Before setting up a company in Vietnam, foreign investors must have investment project and carry out procedures for issuance of Investment Registration Certificate (Clause 1 Article 22 Law on Investment No. 67/2014/QH13 dated November 26, 2014).
Business licence for foreign traders to conduct commercial activities in Vietnam:
Trading sector, purchase, sale, import and export of goods are conditional business lines for foreign investors in Vietnam. Therefore, to conduct commercial activities in Vietnam, foreign traders investing in Vietnam must meet business conditions and be issued Business licence by the competent state management agencies in Vietnam.
Enterprise Registration Certificate (ERC) in Vietnam:
After receiving Investment Registration Certificate, investors shall carry out procedures for issuance of an Enterprise Registration Certificate to set up a foreign invested company in Vietnam.
Application file for enterprise registration for a shareholding company shall comprise: Request for enterprise registration; Charter of the company; List of founding shareholders and shareholders being foreign investors; Copy of the following documents: (a) ID cards, passports or other lawful personal identification of founding shareholders and shareholders being foreign investors who are individuals; (b) Establishment decisions, enterprise registration certificates or other equivalent document of founding shareholders and shareholders being foreign investors which are organizations and powers of attorney; ID cards, passports or other lawful personal identification of authorized representatives of the founding shareholders and shareholders being foreign investors which are organizations; In the case of a shareholder being a foreign organization, the copy enterprise registration certificate or equivalent document must be consular legalized; Certificate of registration of investment applicable to foreign investors as stipulated in the Law on Investment (Article 23 Law on Investment No. 67/2014/QH13 dated November 26, 2014).
Audit of annual financial statements of a foreign invested company:
Annual financial statements of foreign invested companies (FDI companies) must be audited by audit firms, branches of foreign audit firms in Vietnam, according to Point (a), Clause 37, Law on Independent Audit No.11/VBHN-VPQH dated 31 December 2015)./.
Related topics:
Establish an FDI company in trade, import-export sector in Vietnam
Set up an FDI company in Vietnam
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