The procedure for establishing a foreign-invested real estate trading enterprise

1. The procedure for establishing a foreign-invested real estate trading enterprise

Basically, the procedure for establishing a foreign-invested real estate trading enterprise is similar to the procedure for establishing a foreign-invested enterprise in general, including the following steps:

Step 1. Apply for Investment Registration Certificate

- Licensing agency: Department of Planning and Investment.

- Estimated implementation time: 15 working days from the date of receiving complete dossiers.

-  Applications include:

• An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;

• A document about the investor’s legal status.

• Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity.

• Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.

• If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project.

• If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted.

• Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer.

• The business cooperation contract if the investment project is executed under a business cooperation contract.

• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

Step 2. Establish the enterprise

- Licensing agency: Department of Planning and Investment.

- Implementation date: 03 working days.

- Applications include:

• The enterprise registration application form.

• The company's charter. 

• List of members (For Multi-member limited liability company), List of shareholders (For joint stock company).

• Copy of legal documents of individuals or organizations contributing capital to establish the enterprise.

• Copy of Investment Registration Certificate.

• Copy of legal documents of the legal representative.

Step 3. Engrave the legal entity’s seal

After the establishment of the enterprise, the enterprise conducts engraving. According to the provisions of the Law on Enterprise Law 2020, enterprises do not need to notify the seal sample on the National Business Registration Portal but still can use it immediately.

Step 4. Open a direct investment account

According to the provisions of the Law on Enterprises 2020, foreign investors need to contribute capital within 90 days from the issuance date of the Certificate of Enterprise Registration. Therefore, immediately after the establishment of the company,  investors need to open an account to transfer direct investment capital. Although the Law on Investment 2020 has removed the legal capital requirement of VND 20 billion for real estate trading, investors still need to determine a reasonable amount of capital so as not to affect the business when the enterprise conducts business.

Step 5. Complete the following procedures for enterprise business establishment

After establishing the enterprise, investors establish the procedures for registering to make purchase digits, paying license tax, declaring license tax, issuing invoices, declaring tax, etc.

Note: According to the law and our experience, when establishing a 100% foreign-owned enterprise operating in the field of real estate trading, the regulatory agencies will require to attach specific project on the real estate trading that is intended to conduct business.

2. Legal basis

- Law on Real Estate Trading 2014

- Law on Enterprises 2020

- Law on Investment 2014

- Decree 31/2021/ND-CP dated March 26,2021 on elaboration of some articles of the Law on Investment.