Question

I am a foreigner. My wife is a Vietnamese citizen. I want to open a limited liability company in Vietnam, jointly owned by me and my Vietnamese wife. Could you advise me how to register a company jointly owned by an expat and a Vietnamese citizen? Is there any restriction on foreign ownership ratio in such a company ?

Answer

Establish a company jointly owned by foreign and Vietnamese investors ?

To establish a company jointly owned by a foreigner and a Vietnamese party, the foreign investor must have an investment project and carry out procedures to apply for an Investment Registration Certificate, then apply for an Enterprise Registration Certificate.

Investment Registration Certificate in Vietnam:

Before establishment of an economic organization, a foreign investor must have an investment project, carry out the procedures for issuance of an Investment Registration Certificate in accordance with Article 37 of the Law on Investment and satisfy the following conditions:

(a) Have the ratio of ownership of chapter capital prescribed in clause 3 of this article;

(b) Investment forms, scope of activities, Vietnamese party(ies) participating in implementation of investment activities and other conditions subject to international treaties of which the Socialist Republic of Vietnam is a member (Clause 1 Articles 22, Law on Investment  No. 67/2014/QH 13 dated 26/11/2014).

The business lines of a foreign invested company shall be in line with the Vietnam’s - WTO Commitments on Services.

Enterprise Registration Certificate in Vietnam:

After being issued an Investment Registration Certifcate (IRC), the foreign investor shall carry out procedures to apply for an Enterprise Registration Certificate (ERC). 

In your case, application file for Enterprise Registration for a limited liability company shall follow provisions in Article 22, Law on Enterprise No. 68/2014/QH 13 dated 26/11/2014.

Foreign ownership ratio in a foreign invested company in Vietnam:

A foreign investor is permitted to own unlimitedly the charter capital of an economic organization, except for the following cases:

(a) The ratio of ownership of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds is subject to the law on securities;

(b) The ratio of ownership of foreign investors in State enterprises which conduct equitization or convert their ownership into another form is subject to the law on equitization and conversion ofState enterprises;

(c) The ratio of ownership of foreign investors not covered by Points (a) and (b) of this Clause is subject to other relevant laws and international treaties of which the Socialist Republic of Vietnam is a member (Clause 3 Articles 22, Law on Investment No. 67/2014/QH 13 dated 26/11/2014)./.

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(Signed)
Lawyer Do Minh Son