In most cases, the first step to set up a foreign invested enterprise (FIE) in Vietnam is to apply for and obtain an Investment Registration Certificate (IRC) from the competent authority of the location where the investment project will be based. According to the Law on Investment of Vietnam, the Investment Registration Certificate is required for enterprises that foreign investors hold more than 50% of charter capital or partnerships with a majority of general partners being foreign individuals.

Generally, foreign investors that hold 50% or less of charter capital or equity may enjoy the same treatment as Vietnamese investors. Application for an Investment Registration Certificate is not required under such circumstance.

Investment in conditional sectors, such as petroleum processing, nuclear power plant, golf courses, etc. or large-scale investment projects that have significant impacts on Vietnam’s society or environment, shall be subject to in-principle investment policy approval of higher-level competent authorities (e.g., National Assembly, Prime Minister, Provincial People’s Committee) prior to the issuance of Investment Registration Certificate.

The contents of an Investment Registration Certificate include:

1. information of the investor (including name and address etc.)
2. name of the investment project
3. code of the investment project
4. project implementation site, to-be-used land area
5. objectives and scale of the investment project
6. investment capital of the investment project (including charter capital contributed by the investor and loan capital).
7. operation duration of the investment project
8. investment project implementation schedule which include:
   (1) Capital contribution schedule;
   (2) schedule of achievement of major operational objectives of investment project. If the investment project is to be implemented in different stages, the certificate must specify the implementation schedule of each stage.
9. investment incentives and supports and bases and conditions for application thereof (if any)
10. conditions on the investor implementing the project (if any)

After obtaining an Investment Registration Certificate, the foreign investors shall apply for and obtain an Enterprise Registration Certificate (ERC) from the enterprise registration authority. The Enterprise Registration Certificate is required for all investment projects that seek to set up a new business entity in Vietnam. A foreign invested enterprise is legally established upon the issuance of the Enterprise Registration Certificate. The enterprise shall also apply for additional qualification certificate or license in later stage (if applicable).

The contents of an Enterprise Registration Certificate include:

1. name of the enterprise and its enterprise identification number
2. head office address of the enterprise
3. full name, mailing address, nationality and identity cards or passport number of:
   (1) the legal representative (for limited liability companies or joint stock companies)
   (2) partners (for partnerships)
   (3) the owner (for sole proprietorships)
4. full name, mailing address, nationality and identity cards or passport number of each shareholder that is an individual; name, enterprise registration number and head office address of each shareholder that is an organization
5. charter capital

Each enterprise has a unique identification number. The enterprise identification number is the taxpayer identification number of the enterprise as well.

Sample of Investment Registration Certificate:


Sample of Investment Registration Certificate:


KAIZEN Group is equipped with experienced and highly qualified professional consultants and is therefore well positioned to provide professional advices and services in respect of the formation and registration of company, application for various business licences and permits, company compliance, tax planning, audit and accounting in China. Please call and talk to our professional consultants for details.