Documents and procedures for establishing a Chinese enterprise in Vietnam (a company with foreign investment capital) through direct investment and transfer of shares and capital contributions.
Instructions for procedures to establish a Chinese-invested company in Vietnam
Depending on the capital contribution conditions, Chinese investors can establish foreign-invested enterprises in Vietnam in one of the following two ways:
- Method 1: Establish a 100% Chinese-owned company directly from scratch;
- Method 2: Establish a 100% Vietnamese-owned company and then transfer it to a Chinese person.
1. Procedures for establishing a 100% Chinese-owned company directly from scratch
To establish a company with direct Chinese investment from scratch, investors need to carry out 2 procedures:
- Apply for investment registration certificate;
- Apply for business registration certificate (establishment of Chinese capital company).
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Join fdiinvietnam.com to learn the detailed steps below.
Step 1: Apply for investment license for Chinese investors
Application for investment license includes:
- Investment project proposal;
- Document requesting to implement investment project;
- Office lease contract to implement investment project;
- Vietnamese citizen’s ID card/passport (if contributing with Vietnamese citizen);
- Documents proving that the Chinese investor’s bank account balance is equal to or greater than the investment amount (if it is a foreign bank account, it must be consularized, translated and notarized into Vietnamese).
➨ For additional individual Chinese investors:
- Certified copy of Chinese investor’s passport.
➨ For additional Chinese institutional investors:
- Copy of business registration certificate of Chinese organization;
- Valid copy of ID card/passport of the representative of the capital contribution for the Chinese investment organization in Vietnam;
- Audited financial statements of the last 2 years by a Chinese organization (consularized and valid for 90 days).
>> FREE DOWNLOAD: Application for investment registration certificate.
Note:
All documents, papers and reports in the investment license application must be translated into Vietnamese with a Chinese version attached, consularized and certified.
After preparing the above documents, Chinese investors submit the documents to the Investment Registration Office of the Department of Planning and Investment, where the Chinese enterprise has its headquarters.
According to the law, within 15 working days from the date the Chinese investor submits a valid application, the Investment Registration Office will review the application and issue an investment license. Conversely, if the application needs to be adjusted or supplemented with information, the agency will also issue a notice instructing the investor to do so.
Step 2: Apply for a business registration certificate (establish a Chinese company)
Documents required to establish a Chinese company include:
- Company charter;
- List of members contributing capital to LLC;
- List of founding shareholders for joint stock companies;
- Application for establishment of a company with Chinese investment capital;
➨ For additional individual Chinese investors:
- ID card/passport of legal representative and members or shareholders contributing capital.
➨ For additional Chinese institutional investors:
- Copy of business registration certificate of Chinese organization;
- Authorization letter to prepare documents if not directly performed by the legal representative;
- Copy of ID card/passport of the authorized person to make the application.
>> FREE DOWNLOAD: Chinese company establishment profile.
Chinese investors submit their application to the Business Registration Office – Department of Planning and Investment where the Chinese-invested company is headquartered.
The time limit for processing documents and issuing certificates of registration for establishment of Chinese-invested enterprises is within 5 working days from the date of receiving complete and valid documents.
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As fdiinvietnam.com shared, the application includes the passport of the Chinese investor. So is it legal for a Chinese investor to use an E passport (a passport with the nine-dash line) to apply for an investment license in Vietnam? Regarding this issue, please contact Online Accounting at the following hotline for a quick response.
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2. Procedure for establishing a Vietnamese company and then transferring it to a Chinese person
To establish a Chinese company in the form of capital contribution, share purchase, or purchase of contributions to a Vietnamese company, investors need to carry out 2 procedures:
- Establish a company with 100% Vietnamese capital;
- Transfer of capital contributions to Chinese individuals and organizations.
2.1. Procedures for establishing a company with 100% Vietnamese capital
➨ Business registration documents
You can refer to and download for free the application for a business registration certificate in the article: Instructions for registering to establish a company.
➨ Competent authority
Investors submit their applications directly to the Department of Planning and Investment where the company is headquartered or submit them online via the National Business Registration Portal.
➨ Processing time
Within 5-7 working days from the date of valid application, the Department of Planning and Investment will review and issue a business registration certificate and company seal. If the application is invalid, there will be a notice with instructions for amendment and supplementation.
2.2. Procedures for transferring capital contributions to Chinese investors
Step 1: Apply for a document of eligibility to contribute capital for Chinese people
Registration documents for capital contribution, share purchase, and capital contribution purchase for Chinese investors include:
- Agreement on capital contribution, share purchase, capital contribution purchase;
- Power of attorney if authorizing a third party to represent the procedure;
- Documents for registration of capital contribution, purchase of shares, capital contribution of Chinese investors;
- Valid copies of passports of legal representatives and representatives managing the Chinese capital contribution;
- Valid copy of Chinese investor’s passport (for individuals);
- Consular legalization of the decision on establishment, Chinese business registration certificate (for organizations);
- Certified copy of the business registration certificate of the 100% Vietnamese-owned company (the party transferring capital and shares).
>> FREE DOWNLOAD: Application form for capital contribution and share purchase for Chinese investors.
The application for a document confirming the eligibility of Chinese investors to contribute capital is submitted to the Investment Registration Office where the enterprise has its head office.
Within 10 working days from the date of receiving valid documents, the enterprise will receive:
- Notice of satisfaction of conditions for capital contribution, share purchase or capital repurchase of Chinese investors (if the dossier is complete, no adjustment or supplementation is required);
- Notice that the business needs to adjust and resubmit the application (if the application does not meet current regulations).
Step 2: Carry out procedures to change the Chinese business registration certificate
The file to change the business registration certificate includes the following documents:
- Notice of change of business registration content;
- Notice of approval to buy back capital contribution (original received in step 1);
- Assignment contract and termination of assignment contract;
- Copy of Chinese investor’s passport (for individuals);
- Consular legalization of the decision on establishment, Chinese business registration certificate (for organizations);
- Decision on transfer of capital contribution of owner to one-member LLC;
- Minutes of meeting, decision of the board of members on transfer of capital contribution for a 2-member LLC;
- Minutes of meeting, decision of general meeting of shareholders on transfer of shares, capital contribution for joint stock company;
- Authorization document to carry out procedures if the legal representative does not directly carry out the procedures;
- Copy of ID card/passport of the authorized person to carry out the procedure.
>> FREE DOWNLOAD: Application for changing business registration certificate due to capital transfer.
Chinese investors submit their application to the Business Registration Office – Department of Planning and Investment where the Chinese-invested company is headquartered.
Within 5-7 working days from the date of receiving the complete and valid dossier, the Chinese investor will receive the business registration certificate with the changed information. Otherwise, based on the notice requesting adjustment, the investor must promptly revise, complete and resubmit the dossier.
You may be interested in:
>> Conditions for establishing a Chinese company in Vietnam;
>> Procedures for establishing a company with foreign investment;
>> Procedures for transferring capital contributions to foreigners.
5 things to note after establishing a Chinese business in Vietnam
Any company established in Vietnam must carry out legal procedures after establishment, and so does a company with Chinese capital in Vietnam.
Accordingly, there are 5 legal procedures that Chinese enterprises need to complete immediately after receiving the business registration certificate to avoid being penalized.
- Buy digital signature (token): Only from 900,000 VND/year at fdiinvietnam.com;
- Place and hang Chinese company signboard at headquarters: Only 200,000 VND/mica signboard;
- Submit initial tax declaration: Receive a 500,000 VND discount if a Chinese-invested company uses both the initial tax declaration service and the full accounting service;
- Open a corporate bank account, perform electronic invoice notification procedures: free when using the service of establishing a Chinese company at fdiinvietnam.com;
- Carry out procedures to apply for a sub-license (if doing business in conditional industries).
>> Reference: Legal procedures after establishing a business.
Service of establishing Chinese companies and businesses at Online Accounting
Investors may find that establishing a Chinese company in Vietnam through direct investment from the beginning or through transfer is very complicated and time-consuming.
Refer to fdiinvietnam.com’s service of establishing Chinese enterprises in Vietnam to optimize costs and save time.
| Service information | Direct investment form | Form of transfer |
| All-inclusive service fee | Contact fdiinvietnam.com for quote | From 35,000,000 VND |
| Completion time | Within 40 – 45 working days | Within 20 – 25 working days |
| Results received |
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>> See details: Service of establishing Chinese capital company in Vietnam.
Depending on the service package for establishing a Chinese investor, the documents required to be provided to fdiinvietnam.com will be different. Please contact fdiinvietnam.com via the hotline below for free consultation.
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Questions related to procedures for establishing a company in China
1. In what form can Chinese investors establish a company in Vietnam?
Chinese investors can establish a company in Vietnam in one of two ways:
Direct form: Register for investment certificate and apply for business registration certificate;
Form of transfer: Establish a 100% Vietnamese-owned company (under the name of a Vietnamese person) and then transfer it to a Chinese person.
2. How long does it take to set up a Chinese-invested company in Vietnam?
According to the law, the total time to complete the procedures for establishing a company with foreign capital, specifically Chinese capital, is about 20 – 25 working days.
However, depending on the completeness of the application or each different case, each different field requires additional related sub-licenses or not… the time will sometimes be longer, maybe 1-2 months.
Learn more:
>> How to set up a Chinese business in Vietnam;
>> Service of establishing a Chinese-invested company in Vietnam – lowest total cost in the market.
3. When should Chinese investors establish a company directly?
If a Chinese investor falls into one of the following two cases, he/she should establish a Chinese company in the form of direct investment to obtain an investment license:
- Plan to implement large projects, projects related to the state;
- Intend to use legal status in Vietnam to invest abroad.
>> See more: Service of establishing Chinese capital company.
4. What legal procedures must a Chinese-invested company do after its establishment?
After obtaining a business registration certificate, a Chinese-invested enterprise must carry out the following five legal procedures:
- Buy digital signature;
- Hanging company signs;
- Submit initial tax return;
- Open a corporate bank account, carry out electronic invoice notification procedures;
- Carry out procedures to apply for a sub-license (if doing business in conditional industries).
>> See details: 5 things to note after establishing a Chinese company in Vietnam.
5. Cost of establishing a Chinese-invested company in Vietnam?
Cost of establishing a Chinese company in full package at fdiinvietnam.com:
- Establishing a Vietnamese company and then transferring it to a Chinese person: 35,000,000 VND;
- Register for investment license and business registration certificate (direct form): Contact fdiinvietnam.com for detailed consultation and quotation.
>> For more information: Service of establishing a Chinese company in Vietnam.
Contact fdiinvietnam.com at 0978 578 866 (North), 033 9962 333 (Central) or 033 9962 333 (South) for free consultation on the service.