Re: Set up 100% foreign-invested capital enterprise in Vietnam


Under Vietnam Foreign Investment Law, your client's corporation should be established in the form of 100% foreign-invested enterprise. means that the capital of which is 100% invested in Vietnam by a foreign investorIn the question, we would like to advise you as follows:

1) The required minimum capital.

The current Foreign Investment Law (FIL, 1996 as revised in 2000, to be replaced by the common investment Law and united Enterprise Law this 01 July 2006) does not set any minimum requirement, but it depends on the nature of each project and scale of investment. The FIL only requires that the legalcapital (equity/paid-up capital) must account for at least 30% of the total invested capital. The capital issue and financial projections for this type of the project must be explained in the Feasibility Study for the project, and should be sufficient and convincing to the Licensing Authority (MPI). Kindly note that this project (apartment buildings for lease and sales) is subject to the approval process (vs. investment registration project), investment license to be issued by the Ministry of Planning and Investment (MPI) in Hanoi with the approval from the Prime Minister.

2) The required documents

Basically including:
1. Application for investment license
2. Company charter
3. Feasibility study for the project
4. Land lease contract or legal documents regarding the land/premises of the project (to build an apartment or office building)
5. Preliminary design
6. Legal documents for the legal status and financial capacity of the investor
The application dossier is made in 12 sets of which one is original.
3) The required schedule

Since this is a Group A project (subject to the approval of the Prime Minister before the investment license is issued by the MPI), it takes at least 4-5 months from the date of submission for the investment license.

4) The required special license for above sales service

Approval from the Prime Minister (Government Office). In addition, it is also required to get support from various ministries and agencies including:

i. People's Committee of Ho Chi Minh City
ii. Ministry of Construction
iii. Ministry of Trade
iv. Ministry of Finance
v. Ministry of Science and Technology
vi. Ministry of Natural Resources and Environment
vii. State Bank of Vietnam

5) required costs for government fee and your service charge

No government fee at all. Our fees for this project is charged on the package basis. The proposed package fee for this project shall be US$35,000 exclusive of 10% VAT. Scope of work will include:

i. to advise on the legal aspects and procedures
ii. to prepare the application dossier for the investment license (as mentioned in Item 2) above)
iii. to submit the application dossier to the MPI, follow-up and speed up the approval process
iv. to follow-up and obtain the support from ministries and agencies (as mentioned in Item 4) above) and get the approval from the Prime Minister for issuance of the investment license by the MPI.
v. to get the investment license
vi. to proceed with the post-licensed works/procedures (seal, import plan approval, key personnel registration, etc.)

6) The temporary address

You may not use the law office's address. The address for the head office of the Company must be indicated (i.e. to lease at office building or outside), and also the investor must indicate the proposed location/land for the project where the apartment building will be constructed.