When doing business in Vietnam, investors can choose the following options to invest in Vietnam:
1. Establishment of economic entities with 100% capital of investors
Domestic and foreign investors invest under the form of 100% capital to establish a limited liability company, joint stock company, partnership, private enterprise according to stipulation of Law on Enterprise and other relevant laws.
100% foreign-invested enterprises established in Vietnam will be allowed to co-operate with each other and with foreign investors to establish a new 100% foreign – invested enterprise.
100% foreign-invested enterprises with legal status under Vietnam law will be established and operated since the date of being issued Investment Certificate.
2. Establishment of joint venture economic entities between domestic and foreign investors in Vietnam
Foreign investor will co-operate with domestic investor to invest and establish multiple member limited liability company, joint stock company, joint venture company according to Law on Enterprises and other relevant laws.
Enterprise performing its investment under the form of joint venture with legal status following Vietnam law will be established and operated since the date of receiving Investment Certificate.
3. Investment in the form of business co-operation contract (BCC)
Business co-operation contract is a kind of contract signed by one or many foreign investors with one or many domestic investors (hereafter called co-operating parties) to carry out investment, business, in which there shall be regulations on rights, responsibilities and sharing of business results for each co-operating party who doesn’t have legal entity.
Business co-operation contract in the field of exploring and exploiting petroleum and other natural resources under the form of a product sharing contract pursuant to Law on Investment and other relevant laws.
Business cooperation contract signed among domestic investors to carry out investment, business in accordance with stipulation of law on Economic Contract and other relevant laws.
During the process of investment, business, co-operating parties will have the rights to negotiate for the establishment of coordinating committee to implement business co-operation contract. Functions, obligations, responsibilities, rights of coordinating committee will be agreed by co-operating parties. Coordinating committee must not be the leader of co-operating party.
Foreign co-operating party shall be entitled to establish management office in Vietnam as its representative to carry out business cooperation contract.
Management office of foreign co-operating party must have a seal; open an account, recruit employees, sign contract and carry out business activities within the scope of its rights and obligations regulated in Investment Certificate and business cooperation contract.
4. Investment in form of capital contribution, share purchase, enterprise merger and acquisition
The investor will have the right to contribute capital, purchase shares, merge and acquire enterprises to engage in managing investment activities regulated by Law on Enterprises and other relevant laws.
Enterprise receiving merger, acquisition will inherit rights and obligations of merged or acquired enterprise except as otherwise agreed by parties.
When contributing capital, purchase shares, foreign investors must follow the regulations of international convention of, which Vietnam is a member, about capital contribution ratio, forms of investment and route of market opening;
When merging or acquiring companies, branches in Vietnam, foreign investors must follow Law on Enterprises about the conditions for economic centralization and Law on Competition.
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