Procedures for establishing a foreign invested company in education

What are the procedures for establishing a foreign-invested education company in Vietnam? What conditions are required? All will be answered in detail in this article.

In addition to economic and social development, education development is always the leading field that each country is interested in and creates conditions for development. In Vietnam, the government also has many preferential policies to attract foreign investment in this field, so the number of educational and training institutions established and operating from FDI capital is increasing. In this article, fdiinvietnam.com will answer you the necessary conditions and procedures to establish a foreign-invested company operating in education and training.

Procedures for establishing a foreign-invested education company

1. Steps to establish and operate a foreign-invested education company

➤➤ Step 1: Apply for investment registration certificate

Complete application for investment registration certificate for project to establish foreign-invested education company.

After preparing all documents, investors submit them directly to the Department of Planning and Investment of the province (city) where the project is expected to be implemented.

Within 15 working days (excluding Saturdays, Sundays and holidays) from the date of receiving the application, the competent authority will issue an investment registration certificate (in case the application is valid) or issue a notice of ineligibility (in case the application has errors). 

>> See more: Investment registration certificate application service.

➤➤ Step 2: Carry out procedures to establish a foreign-invested company at the Business Registration Office

After being granted an investment certificate, the investor continues to carry out the procedures for applying for a business registration certificate, the procedures for establishing a foreign-invested company are similar to establishing a 100% Vietnamese-owned enterprise.

Note: 

All foreign-issued documents in the dossier for establishing a foreign-invested company must be notarized, translated into Vietnamese and consularized.

In addition, depending on whether an individual or organization contributes capital, additional documents are required as follows:

• Legal documents of individual investors contributing capital: Notarized copy of ID card/Passport of individual members/shareholders;
• Legal documents of an institutional investor include:
  1. Certificate of establishment or other equivalent documents of the institutional investor;
  2. Document appointing a representative to manage the organization’s capital contribution;
  3. List of authorized representatives and legal documents of the authorized representative.

Investors submit dossiers to establish foreign-invested education companies at the Business Registration Office – Department of Planning and Investment of the province (city) where the headquarters is located. Within 3 working days from the date of receiving valid dossiers, the Business Registration Office shall issue a business registration certificate.

For invalid dossiers or registered business names that are not in accordance with regulations, the business registration authority will notify in writing the contents that need to be amended or supplemented to the person submitting the dossier for business establishment or the business (within 3 working days from the date of receipt of the dossier). The business registration authority will issue a notice requesting amendments or supplements to the registration dossier for each set of dossiers submitted by the business (specified in a notice of amendments or supplements to the registration dossier).

>> Refer to the article: How to set up an education company.

➤➤ Step 3: Apply for an educational operation license

After being granted an investment certificate and a business registration certificate, the investor has basically completed the procedures for establishing a foreign-invested company in education and training and has legal status to open educational training facilities such as kindergartens, primary schools, secondary schools, etc. However, to apply for a license to establish an educational facility, a foreign-invested enterprise needs to do the following two things:

➨ First, request a decision to establish a foreign-invested educational institution.

Regarding licensing authority:

• For foreign-invested higher education institutions, the licensing authority is the Prime Minister;
• For preschool and general education facilities proposed by foreign diplomatic missions or intergovernmental international organizations, the licensing authority is the Minister of Education and Training;
• The Chairman of the People’s Committee of the province or centrally-run city grants licenses to the remaining preschool and general education institutions (except for preschool and general education institutions under the authority of the Ministry of Education and Training).

Implementation process:

• Investors submit application for license to the competent authority mentioned above;
• Within 5 working days (except Saturday, Sunday and holidays) from the date of receiving valid documents, the competent authority will check the validity, review and consult with relevant agencies and units;
• Within 30 working days from the date of receipt of the application, the competent authorities shall consider and issue a decision to establish a foreign-invested educational institution. In case the application for a license is invalid, within 5 working days (excluding Saturdays, Sundays and holidays) from the date of receipt of comments, the competent authority shall respond in writing to the enterprise with the reason for refusal.

➨ Second, apply for an operating license for a foreign-invested educational institution.

Regarding licensing authority:

• The Minister of Education and Training grants operating licenses to foreign-invested higher education institutions and branches of higher education institutions;
• The Director of the Department of Education and Training grants licenses to: Preschool, Primary, Secondary, High and General Education establishments with many levels of education. In addition, there are short-term training and development establishments. Finally, there are preschool and general education establishments established by diplomatic representative agencies of foreign organizations and intergovernmental international organizations.

Note:

In addition to the above documents, depending on the requirements of the registration authority, you also need to prepare: List of staff in charge of the branch and the structure and organizational apparatus of the branch for the application for a license to operate education of a branch of a higher education institution.

Implementation process:

• The investor submits the entire application for an operating license to the competent authority mentioned above (licensing authority section);
• Within 20 working days, the competent authority shall coordinate with relevant agencies to assess the conditions met by the foreign-invested educational institution as a basis for granting an operating license;
• In case the dossier is incomplete, within 5 working days from the date of receipt of the dossier, the competent authorities must notify the investor directly in writing or by post or email. In case the dossier of the educational institution does not meet the conditions for operation, within 5 working days (excluding Saturdays, Sundays and holidays) from the date of receipt of the opinion of the competent authority, the dossier receiving agency shall issue a written notice of amendment or supplementation to the investor, stating the reasons.

2. Some notes when carrying out procedures to establish a foreign-invested education company

Firstly, for foreign investors with individuals using E passports (passports with the nine-dash line), when applying for a license to operate a foreign-invested educational institution, some provinces (cities directly under the Central Government) will refuse to grant the license because E passports (with the nine-dash line) are sensitive documents, related to political factors.

Second, the same applies to Vietnamese enterprises, such as the name of the enterprise declaration fee when carrying out procedures at the business registration agency, and engraving the seal after completing the procedures for establishing a foreign-invested company in Vietnam.

Conditions for foreign investors to establish education companies in Vietnam

1. Some types of educational institutions with foreign investment

According to Article 28 of Decree 86/2018/ND-CP, foreign-invested educational institutions are currently allowed to operate in the following forms:

• Preschool education facilities;
• Short-term education training facilities;
• General education facilities (including: primary schools, secondary schools, high schools and multi-level schools);
• Higher education institution;
• Branches of foreign-invested higher education institutions in Vietnam.

2. Capital conditions

• For preschool education facilities: Must have a minimum investment of VND 30,000,000/child (excluding land use fees). The total minimum investment capital is calculated based on the time when the expected scale is highest;
• For general education facilities: Minimum investment of VND 50,000,000/student (excluding land use fees). The minimum total capital is calculated based on the time of highest expected scale, but must not be lower than VND 50 billion;
• For short-term training facilities: Minimum investment of VND 20,000,000/student (excluding land use fees). The total minimum investment capital is calculated based on the time when the expected scale is highest;
• For higher education institutions: Total investment capital must be at least VND 1,000 billion (excluding land use fees). Project investors must demonstrate financial capacity and by the time of appraisal for permission to establish a university, the investment value must be over VND 500 billion;
• For university branches: Total investment capital must be at least 250 billion VND (excluding land use fees). At the time of appraisal for permission to establish a university branch, the investment value must be over 150 billion VND;
• In case a foreign-invested educational institution does not build a new facility but only has the Vietnamese party contribute with existing facilities or lease them, the total minimum investment capital must reach 70% of the levels corresponding to each of the above cases.

3. Facilities conditions

3.1. For short-term training facilities

• Classrooms must have appropriate lighting, teaching equipment, tables and chairs;
• The area used for teaching and learning must ensure a minimum of 2.5m²/student;
• Arrange enough offices for leaders, directors, teachers, library, and functional rooms.

3.2. For preschool educational institutions

• Educational facilities must be centralized in one place, with a suitable environment;
• The minimum average floor area is determined to be 8m²/child for urban areas and 12m²/child for rural areas;
• Fully equipped classrooms, bedrooms and functional rooms for children, meeting the conditions of lighting, area, tables, chairs, utensils and other equipment serving the education and care of children;
• Arrange enough school offices, principal’s office, administrative office, security room, medical room and staff room and must meet the conditions on area, equipment and furniture; 
• Ensure clean water system and drainage system; toilets must have adequate sanitary equipment to ensure cleanliness, safety, and meet living needs;
• There is a kitchen area that meets the requirements for equipment and ensures food safety and hygiene;
• There is a wall surrounding the school and playground, a school gate and a sign clearly stating the school name;
• There are trees in the school area;
• Construction design and equipment, toys and utensils must ensure safety for children.

3.3. For general education institutions

• Educational facilities must be centralized in one place, with a suitable environment;
• The minimum average floor area is determined to be 6m²/child for urban areas and 10m²/child for rural areas;
• The area used for teaching and learning must ensure a minimum average of 2.5m²/student;
• There are offices for the board of directors, rooms for teachers and meeting rooms;
• Classrooms, libraries, equipment and teaching aids must meet the standards prescribed by the Ministry of Education and Training;
• Multi-purpose gym, computer room, art education room and support room for disabled and handicapped students, medical room;
• If the facility organizes boarding school, it must ensure that there are rooms for students to rest at noon and a cafeteria;
• Toilet system and clean water system ensure compliance with standards;
• The playground, parking area, and practice area must be at least 30% of the total area of ​​the school. There must be a wall surrounding the school and playground, a school gate, and a sign clearly stating the school name.

3.4. For higher education institutions and branches of higher education institutions

• The average minimum school construction land area is 25m²/student (calculated at the time of highest training scale);
• The average minimum building area is 9m²/student, of which the area for studying is at least 6m²/student and the area for student accommodation and activities is at least 3m²/student;
• The number of lecture halls, functional rooms, and classrooms is appropriate and meets training requirements;
• Offices, administrative areas, and areas for the board of directors must meet the needs and ensure a minimum area of ​​8m²/person;
• Halls, experimental facilities, practice, internship, and conference halls meet all learning and teaching needs;
• Dining area, facilities serving cultural, entertainment, medical and sports activities, services to ensure the needs of lecturers, staff and students;
• Parking available.

4. Some conditions related to the training program 

• The educational program must aim at education and must not contain content that is harmful to security, national defense, or public interests; must not distort history, propagate religion, or negatively affect Vietnamese ethics, culture, and customs; and must ensure conditions for training levels and interconnectivity between levels of education;
• Organize teaching of educational programs according to the provisions of Vietnamese law;
• In addition, educational institutions must meet the requirements for teaching staff appropriate to each type.

Some questions when establishing a foreign invested company in education

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