Procedures for Establishing a Wholly Owned Subsidiary (WOS) in Vietnam: A Guide

Navigating through a series of well-defined procedures, the establishment of a WOS involves obtaining key certificates that lay the foundation for legal and operational frameworks. In this article, we will delve into the detailed procedures for establishing a WOS in Vietnam, from obtaining an Investment Registration Certificate (IRC) to securing the Enterprise Registration Certificate (ERC).

Acquiring an Investment Registration Certificate (IRC):

The first step in establishing a WOS in Vietnam is obtaining an Investment Registration Certificate (IRC). This certificate serves as a crucial document that legitimizes the foreign investor’s rights and outlines the essential details of the investment project. To secure the IRC, investors must follow a comprehensive process:

1. Submit a Written Investment Registration Request: Foreign investors are required to submit a formal written request for investment registration. This document acts as the initial expression of interest and commitment to investing in Vietnam. The request should include information such as the name and address of the investor, the name and location of the project, the investment objectives and scale, the investment capital and sources, the duration of the project, and the incentives and support needed from the government.
2. Provide Identification Documents: Investors must furnish their identification documents or the establishment certificate of the foreign organization. This step ensures that the investor’s legal identity is verified and documented. The identification documents may vary depending on the type of investor, such as an individual, a company, or an organization.
3. Detailed Investment Project Proposal: A comprehensive investment project proposal is a key component of the IRC application. This proposal should outline the objectives of the investment, the scale of the project, the proposed capital investment, and financial strategies. This document is crucial in providing authorities with a clear understanding of the investor’s intentions and plans. The proposal should also include a feasibility study, an environmental impact assessment, and a land use plan if applicable.

Securing an Enterprise Registration Certificate (ERC):

Following the successful acquisition of the IRC, the next critical step is to obtain the Enterprise Registration Certificate (ERC). This certificate, issued by the Business Registration Office (BRO), serves to solidify the legal identity and business scope of the WOS in Vietnam.

1. Submit Application to the Business Registration Office: Investors must submit an application to the Business Registration Office, including the necessary documentation such as the IRC, the charter of the WOS, the list of members or shareholders, and the appointment of the legal representative. The application should be submitted within 90 days from the date of issuance of the IRC.
2. Business Scope and Legal Identity: The ERC outlines the business’ legal identity and scope, providing a clear definition of the subsidiary’s operations in Vietnam. This certificate is crucial for establishing the subsidiary’s legal standing and facilitating its integration into the Vietnamese business landscape. The ERC also contains information such as the name, address, tax code, and seal of the WOS.

Obtaining a Business License

After receiving the ERC, the WOS must apply for a business license from the Department of Planning and Investment (DPI) of the province or city where the WOS is located. The business license is a document that certifies the WOS’s right to conduct business activities in Vietnam. The application for the business license should include the ERC, the charter of the WOS, the lease contract of the office premises, and the tax registration certificate.

Opening a Bank Account

Then, The WOS must open a bank account in Vietnam to facilitate its financial transactions. The WOS can choose any bank that is licensed to operate in Vietnam. The bank account should be opened in the name of the WOS and should comply with the regulations of the State Bank of Vietnam (SBV). The WOS must submit the ERC, the business license, the tax registration certificate, and the identity documents of the legal representative and the authorized signatories to open the bank account.

Registering with the Customs Department

The WOS must register with the Customs Department of the province or city where the WOS is located if it intends to engage in import and export activities. The registration with the Customs Department is necessary to obtain the customs code, which is a unique identification number for the WOS. The customs code is required for declaring and clearing goods at the customs checkpoints. The WOS must submit the ERC, the business license, the tax registration certificate, and the bank account information to register with the Customs Department.

To conclude, the establishment of a Wholly Owned Subsidiary (WOS) in Vietnam involves a series of straightforward yet detailed steps, from securing initial investment certification to final customs registration. While the process is comprehensive, with careful attention to the required documentation and regulations, success is well within reach. Assistance from local experts can be beneficial, helping foreign companies to navigate the procedural landscape with greater ease. This practical approach positions investors to capitalize on the opportunities within Vietnam’s growing economy.

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