Register company in Vietnam

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Looking for a lawyer service to set up your Vietnamese company? Nova Law delights to assist the foreign investors during their path of doing business in Vietnam. Why Nova Law?

- Well-experienced lawyers with years working on foreign investment consulting, have been cooperating with a wide range of clients: from multinational corporations, factories, service companies, to small startups;

- Professional service quality, with high standards in detailed works and professional ethics;

- Vietnamese lawyers who are familiar with Vietnamese laws on investment and corporate, and always maintained strong relationships with the ministries and provincial authorities. So as the licensing process or consulting for difficult cases will be conducted more smoothly.

How Nova Law Can Support You?

With many years of experience in corporate services, our lawyers will assist you and provide advice in setting up your business. You can save a lot of time and enjoy good services at a reasonable price.

lawyer service in Vietnam

1. Pre-investment stage - 5 things need to know

When setting up your company in Vietnam, having a Vietnamese lawyer advise you of these 5 FACTORS:

# THE INDUSTRY AND SCOPE OF BUSINESS

Foreign investors are not free to involve in all business areas in Vietnam based on Vietnam's commitment to its international treaties. The investment conditions can be shown as: Ratio of foreign capital ownership; Investment form; Scope of activities; Requirement on the capacity of investors or local partnership. Applying for sub-licenses besides company licenses are commonly required as well, such as in retail, medical and education businesses.

It’s important for foreign businesses to understand all the Vietnamese market entry conditions and barriers before planning to do any kind of business in Vietnam.

# FIND A LOCATION

One of the first requirements for foreign-owned companies setting up in Vietnam is the availability of a local physical Vietnam address. The investor must choose a location (can be an office, restaurant, or factory) as the headquarter before registering a company in Vietnam. Documents that must be provided to the investment registrar include Memorandum of Understanding or Leasing Contract of the company and legal papers of the rental (e.g. certified copy of land use right certificate).

# DECIDE ON ENTITY STRUCTURE

- One-Member Limited Liable Company (“LLC”): if the company has a sole owner;

- Multi-Member LLC: applied in case the company has from 2 to 50 contributed capital members;

- Joint Stock Company (“JSC”): if your company has 3 shareholders or above, no limitation on the number of shareholders.

In practice, the small and medium-size businesses prefer to choose LLC to set up due to the simpler management structure than the JSC.

# REQUIREMENT ON A MINIMUM CAPITAL

Although there is no minimum registered capital requirement, the capital should be enough to cover business expenses until the company is able to generate positive cash flow. In practice, proposed registered capital contributions will be closely examined by the licensing authority to assess whether the amount is enough to keep the company running after establishment. Otherwise, it will be difficult to get the application approved. For illustration:

- IT and Management Consulting projects: minimum of $30,000;

- Trading and construction projects: minimum of $50,000.

Please note that investment capital can be remitted by foreign exchanges (USD, EUR, JPY, etc.) via a Direct Investment Capital Account. The charter capital is needed to be contributed within 90 days since the establishment, regardless of whether it is paid in a lump sum or installments..

The investor also can transfer money into Vietnam to pay for pre-establishment expenses. After establishment the company, such expenses can be converted to charter capital, converted to loan capital, or return to the investor.

# CONDITIONS OF THE COMPANY’S LEGAL REPRESENTATIVES

- The legal representatives of a company could be Vietnamese or foreigners. If the legal representative is a foreigner, the Company shall apply for him a work permit.

- He may not need to own capital in the Company but must be a resident in Vietnam.

- A company may have one or several legal representatives;

- A person can be a legal representative for one or several companies.

2. Document checklists for Vietnam company registration

3. Licensing roadmap to register a company in Vietnam

Licensing roadmap for a company registration process in Vietnam

IRC, ERC

4. Overview of Vietnam taxation system

- Most companies in Vietnam will be affected by the following taxes:

a. Corporate Income Tax: 20%. Tax incentives could be granted to new investment projects based on regulated encouraged sectors, encouraged locations and the size of the project;

b. Value-Added Tax: 0%, 5% or 10% depends on goods or services. The VAT can be calculated base on the deduction method or the direct method;

c. Personal Income Tax of Vietnamese and expatriate employees: Employment income is taxed on a progressive tax rate basis. Other taxable income is at a variety of different rates;

d. Social insurance, unemployment insurance, and health insurance contributions: commonly, the Employer shall pay up to 21,5% and the Employee pay up to 10,5% per gross income of the Employee;

e. Export and Import Duties.

- Accounting period: The accounting period is generally 12 months in duration. Companies shall declare tax quarterly.

- Audit Requirements: The annual financial statements of the foreign-owned companies shall be audited by an independent auditing firm operating in Vietnam