Company Registration in Vietnam: A to Z Guide

Company Registration in Vietnam: A to Z Guide

Company Registration in Vietnam is a process to establish a legal entity for doing business purposes. It’s very beneficial for foreign investors to have a company in Vietnam, including but not limited to:

  • Easier to sell in the Vietnam market
  • Easier to get a long-term visa to work and live in Vietnam
  • To access low-cost and young local labor forces
  • To enjoy huge benefits from 15 Free Trade Agreements (FTAs) of Vietnam with major global markets such as the EU, the US, Japan, China, Canada, and India
  • Vietnam is a safe and stable political environment for doing business
  • Vietnam is a fast-developing country with a dynamic economy and very foreigner-friendly

In this Article, Nova Law will walk you through all things you need to know when registering a company in Vietnam as a foreign investor.

An overview of types of company structures

In Vietnam, there are main 3 types of company structures that foreign investors can choose from:

  • One Member LLC, the company has only one investor and a simple corporate structure.
  • Multiple Member LLC, the number of investors is from 2 to 50. It has a complete corporate structure, and is still simpler than the JSC’s model.
  • Joint Stock Company, requires at least 03 investors to start. The JSC’s corporate structure is complex and more suitable for large companies.

Unlike in other countries, choosing the right company type is a simple task in Vietnam. The type of company does not have much impact on the cost of company registration and subsequent taxation. A company can easily convert to another type later on. Deciding which type of company to start with largely depends on the number of investors and the demands of the internal management structure.

Establishing an LLC is the best fit for SMEs due to its simple management structure and low corporate compliance costs.

Learn more: Types of companies in Vietnam: LLC or JSC?

What are required documents for company registration in Vietnam?

The list of required documents depends on the form: individual investor or foreign company investor.

If you register a company in Vietnam as a foreign individual(s), you need to prepare the following documents:

  • Passport(s) of foreign individual(s)
  • Personal bank balance certificate(s), in order to prove your funding ability
  • Passport(s) of the legal representative(s) of the Vietnam company
  • Business address’s documents, such as: a leasing contract and other relevant legal documents
  • Additional supporting documents may be requested as well

Required Documents for Company Registration in Vietnam

If a foreign company wants to establish a subsidiary company in Vietnam, it needs to prepare the following documents.

  • Business registration certificate
  • Financial statements for the latest 2 fiscal years
  • Passport of the authorized representative(s) (who will, on behalf of the Investor, manage the Investor’s capital contribution to the Vietnam company)
  • Passport(s) of the legal representative(s) of the Vietnam company
  • Business address documents, such as a leasing contract and other relevant legal documents
  • In addition, the international documents are subject to consular legalization and authentication, then translation to the Vietnamese language. This process takes time to complete. Additional supporting documents may be requested as well.

If you register the company under the form of a foreign individual investor, the required paperwork is simpler and quicker to prepare, rather than under the form of a foreign company investor.

Key requirements for company registration in Vietnam for foreigners

1. Investment capital requirements

Investment Capital is the total amount of cash and/or other assets, that investors commit to fund the new company. At the registration stage, the Investor needs to declare an amount of investment capital. It will depend on:

  • Your capital requirement to run your business;
  • Minimum capital requirement based on the licensing authority assessment on a case-by-case basis;
  • By law, the more capital contribution, the longer visas term will be granted to foreign investors. Furthermore, if an investor invests more than VND 3 billion equivalent to USD 132,000, the investor will be exempted from a work permit and eligible to apply for a Temporary Resident Card.

[New update]: Recently, many licensing authorities, especially in the north, have been applying a high minimum investment capital requirement. Thus, investors should prepare to put more money into your new investment project as per the instruction of your legal team.

2. Investment conditions for foreign investors

This is an important place to start because Vietnam is not a fully open market for foreign investors. You definitely need to consult with local lawyers to understand if there are any local conditions or restrictions that apply to your business activities.

For example, if your company wants to import and retail cosmetics, this business activity might be subject to a Trading License on Retail distribution, Cosmetics Proclamation procedures, a License to Set up a Retail Establishment, and an Economic Needs Test.

3. Registered Business Address

Representative Office in Vietnam

You need a business address in Vietnam for the company office. You can choose from any of the following options:

  • Virtual office address: best if you do not need a physical place to work in Vietnam
  • Working desk: best for 1-3 employees
  • Fully serviced office: best for established companies with a team of employees
  • House/building/commercial property: suitable for businesses that provide onsite services to customers such as: retail shops, restaurants, warehouse and healthcare facilities.
  • Industrial property, such as land in an industrial park or ready-built factory, require for manufacturing businesses

Industrial Park in Vietnam

The best city to register your company will be the one you will be conducting your business. In general, all provinces and cities in Vietnam are taxed in the same way. Except some priority locations are granted significant tax incentives, including:

  • Economic zones and high-tech zones 
  • Locations with especially difficult socio-economic conditions

Send us an email, we will support you in checking if a specific location is eligible to enjoy tax incentives

How to register a company in Vietnam

You can follow this step-by-step guide to register a company in Vietnam.

1. Engage a law firm

It can be difficult for foreigners to set up a new company in Vietnam by themselves. Engaging a local law firm, such as Nova Law, can ease up the process significantly. With their expert knowledge of business registration in Vietnam, these professionals can direct you to the precise solutions for the new company establishment, saving you valuable time & money.

Consulting Business Vietnam

2. Provided required information

The law firm will request the investors to provide some information such as: investor’s information, company name, location, tentative business activities, investment capital, the demand for labor, etc. So that, they can advise and prepare for the investor complete application dossiers as required by law, for further submission.

3. Prepare required documents

Per the guidance of your lawyer, it will be time to begin to compile all the necessary documents for the company’s establishment. Your lawyer will prepare these application forms on your behalf but will require your signature and/or stamp.

4. Register for an Investment Registration Certificate (IRC)

This licensing step is only required for foreign-owned companies, regardless of having a Vietnamese partner or not. Normally, small-scale investment project applications will be reviewed and approved by the Investment Registrar. The estimated timeline is from 15 working days. The outcome/result is an Investment Registration Certificate.

IRC Vietnam sample

5. Register for an Enterprise Registration Certificate (ERC)

Once the IRC has been obtained, the investor must register to form a company with the Business Registration Office. The estimated timeline is from 05 working days. The outcome/result is an Enterprise Registration Certificate, a company seal, and a tax code.

Enterprise Registration Certificate Vietnam
Enterprise Registration Certificate Vietnam

After this step, your company is officially established in Vietnam!

6. Open company bank accounts

A foreign-owned company must open at least 2 bank accounts, these are:

  • A Direct Investment Capital Account: is used to conduct revenue and expenditure transactions related to investment activities
  • A Current Account in VND: is used for your company’s daily business activities such as paying employees, and receiving company payments.

send money from Vietnam to abroad

Learn more: Guide to open company bank accounts

7. Complete post-registration formalities

  • Purchase a USB token for a digital signature
  • Hang a company signboard at the office
  • Register initial tax with the tax authority
  • Submit periodic reports
  • Register customs code (optional)
  • Register trademark (optional)
  • Contribute full registered charter capital within 90 days from the ERC issuance date

You will also need lawyers to help you with all legal compliance tasks, labor law issues, and apply for additional licenses or permits (if required).

Compliance requirements for a Vietnam company

After completing the process of company registration in Vietnam, every company must fulfill a set of annual filing requirements to stay compliant with the law.

Accounting Requirements: All companies in Vietnam must maintain their accounting books and ledgers in compliance with VAS. You should work with accountants and tax advisors to oversee your bookkeeping and taxes.

Annual Reporting: Prepare Annual Statutory Financial Statements in Accordance with VAS including Balance sheet, Income statement, Cash flow, and notes of statement and notes a financial statement.

Audit requirement: the annual financial statement of a foreign-owned company is subject to audit by an independent auditing organization.

E-tax filling in Vietnam

Nova Law Vietnam is a professional business law company based in Hanoi, Vietnam. We assist and advise foreign business owners in Vietnam with legal consulting, company registration, and compliance works. If you have any questions about how to register your business in Vietnam, send us an email at info@novalaw.vn to know more.

Ready to incorporate?

If you are interested in starting a business in Vietnam, Nova Law can help. Request a proposal now to take the next step towards your dream business.

FAQ

Choosing the best business to start in Vietnam is based on: market trends, profitability, investor capacity, and low legal barriers. Here are the top potential business ideas for foreigners:

  • Trading business (import, export, wholesale and retail)
  • Technology, digital transformation
  • Beauty and cosmetic
  • Consulting, advertising service
  • E-Commerce
  • Manufacture high-tech products
  • Healthcare service
  • Foods and Beverages
  • Processing and manufacturing

Read more: 10 Profitable Business Opportunities in Vietnam for Foreigners

No. Technically, you can authorize a law firm and provide sufficient requested documents, the law firm will do the rest and not require your presence. But since it’s your business, it will be even better if you are in Vietnam to take care of and monitor the whole process. 

The answer is No. Without a visa and without even coming to Vietnam, you can be the owner or manager of a Vietnam company, but you cannot legally work here. If you plan to travel back and forth to VN, or live in Vietnam and work for your company, you are entitled to apply for a long-term visa sponsored by your Vietnamese company. 

Learn more: Vietnam Work Visa and Vietnam Investor Visa.

It takes at least 1 to 1,5 months for the company registration. In some cases where foreign investors register conditional business activities, the actual registration time could be much longer.

The actual cost to register in Vietnam begins from USD 1.200, related incorporation services.

Learn more: Estimating Realistic Startup Cost in Vietnam.

No. There is no requirement for the director or company secretary to be a Vietnamese citizen.

This concept is known as “local nominee”, which is often advised by some foreign consulting companies on the internet.

A Local Nominee is a Vietnamese partner that acts as a shareholder/owner of your company on behalf of You – the actual foreign shareholder/owner.

Technically, using a local person to start a foreign business in Vietnam is not an official legal way for a foreign investor to enter the market. In practice, this option has been chosen because it has some advantages:

  • It’s slightly easier, faster, and cheaper to set up and operate a locally-owned company than a foreign-owned company
  • A local company is allowed to conduct some business activities which are restrict foreign investment, without having to apply for extra licenses or permits

However, this option is also extremely risky:

  • By law, the Vietnamese partner is the real company’s owner/shareholder and has the authority to decide all corporate matters of the local company, such as access to bank company account, enjoy profits, sale and purchase of assets of the company. If the Vietnamese partner has inappropriate against benefits for the actual foreign owner, local company business activities can be delayed, the foreign owner may suffer major damages
  • In case conflicts between the Vietnamese partner and the foreign actual owner arise, the foreign actual owners will be not protected by law, regardless there is an existence of an agreement between parties

Please keep this in mind: An enormous amount of trust is placed on this Vietnamese Nominee, meaning extreme trust built from years of business collaboration in the past. When profits are bad, what is stopping this “nominee director” from closing the accounts and withdrawing the remaining funds? If profits are great, what is stopping this nominee director from withdrawing funds for their own personal benefit?

The right time to open corporate bank accounts is after successful company registration and before starting your business activities. Such accounts are necessary for capital contribution and business financial transactions.

There are 49 banks in Vietnam so far. Depending on your business needs, you can choose any of them for your purpose. You will need the following documents to open a bank account.

  • Application form for opening an account according to the form of the bank
  • Investment Registration Certificate
  • Enterprise Registration Certificate
  • Passports of the legal representative
  • ID card of the chief accountant
  • Decisions of director and chief account appointment

Nova Law also provides bank account opening services, which are not required your presence. You will be FREE OF: domestic remittance fee, international outward transfer fee, inward remittance from foreign banks fee, message sending fee, monthly fee, account maintenance fee, customs, and tax payment fee

The standard Corporate Income Tax (CIT) rate in Vietnam is 20%, while the standard Value-Added Tax (VAT) rate is 10%.

Overview to Taxation in Vietnam

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