The checklist below sets out the documents required or necessary for applying to obtain an Investment Certificate (IC) to set up a one-member limited liability service company (the Company) wholly-owned by a foreign investor in Vietnam (the Investor). The list also provides some items and information that the Investor needs to consider or decide before applying for the Investment Certificate.

Notes:

Investment Certificates are issued by the provincial licensing authorities. There are 63 provinces in Vietnam. The licensing authorities in each province may have different interpretation of the law and procedures. Generally, the licensing authorities in Ho Chi Minh City and Hanoi are usually stricter and require more documents than the licensing authorities in other provinces. Therefore, for each specific application, the licensing authority may or may not require each of the documents listed below.
There is no foreign ownership limit applicable to the scope of activities of the Company. Among other things, one should double check the commitments of Vietnam to the WTO on service sectors.
The Company is not involved in import and distribution of goods. If this is not the case, then additional documents and information are required for a Trading Licence.
The Company only leases office from an office building for its head office. There is no need for acquiring land and constructing buildings.
The Company is not involved in any conditional business which requires a minimum paid up capital or a practicing licence issued by Vietnamese authorities.

No.	Document Description	Notes
1.	Application for establishment in prescribed form	Investor to decide: · Company’s name and address; · Exact description of the Company’s business; · Duration of the investment project; · Total investment capital (equity and loan); · Total equity capital; · Capital contribution schedule; · Identity of the proposed legal representative of the Company; and · Identity of the representatives of the Investor in the Company.
2.	Charter of the Company	Investor to decide: · Whether the Company will be managed by (1) a members council and a General Director or (2) a Chairman and a General Director; and · Authorities of each management level in the Company.
3.	Resolutions of the Board of Directors of the Investor approving: (i) the establishment in the Company; (ii) the charter of the Company; (iii) the appointment of the legal representative of the Company; (iv) the appointment of members of the Company’s Members’ Council (the “Members”); (v) the authorized authorities of the Members; and (vi) appointing the Authorized Representative of the Investor to sign all relevant documents and proceed with relevant procedures for the stated purposes (the “Authorised Representative”).
4.	Legalised copy of the Certificate of Incorporation/Business Registration of the Investor (issued by competent authority of the country of its incorporation) and its amendments (if any)	· The date of the legalization must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final. · Vietnamese translation of the same will also be required.
5.	Legalised copy of Charter/Articles of Incorporation of the Investor	· The date of the legalisation must be within 3 months before the date of the application for the Investment Certificate. So this should only be done when the preparation of the application is near final. · Vietnamese translation of the same will also be required.
6.	Office lease for the Company’s head office together with (1) business registration of the landlord and (2) land use right and ownership certificate (or equivalent document) evidencing the landlord’s title over the leased office.	If there is a mortgage over the land and the building of the landlord, the licensing authority may even require evidence that the lender of the landlord has agreed for the landlord to lease its building.
7.	Letter of the Investor on financial capacity and commitment on capital contribution by the Investor	· It is better for the Investor to be a company of substance which has audited financial statements.
8.	Legalized and notarized audited financial report of the Investor for the latest financial year	If the Investor is a newly established company, a letter of confirmation of the bank where the Investor opens its bank account can be accepted.
9.	Economic technical explanation for the investment and establishment of the Company and its proposed business.	To explain the legal basis on why the Company should be licensed.
10.	List of the Members of the Members’ Council of the Company (if applicable)	· Applicable if the Company is organized in form of a limited liability company with members’ council. · If the Company is organized in form of a limited liability company with, this list is not required.
11.	Legalized copy of the ID/passport of the Members and of the Authorized Representative
12.	Legalized copy of the ID/Passport of the person who is supposed to serve as the legal representative of the Company
13.	Evidence that the legal representative of the Company resides in Vietnam.	This may be a certificate of temporary residence issued by the local police. For an Investor who has no presence in Vietnam at the time of application, it may be not practical to send a foreign staff to stay in Vietnam just for satisfying the residency requirement during the licensing period. In that case, the Investor may consider appointing trusted Vietnamese to be the legal representative during the licensing period only.
14.	Power of Attorney permitting local lawyers to deal with the licensing authority on behalf of the Investor to obtain the IC (“POA”).

Vietnam Business Law