Complete Guide to Company Registration in Vietnam with 8 Step Requirements for setting up a company in Vietnam
In case of need (Expat) → To Establish A Foreign Invested Company In Vietnam, what are they most interested in (when meet a lawyer)? Core requirements, Enterprise Structure ☛ LLc or JSc, the required procedures, processes for foreign investors when starting a business in Vietnam and “ESTABLISHING A FOREIGN INVESTED COMPANY” →
Establishing a foreign invested company is a required legal procedure for foreign investors (Expat) to invest in Vietnam ⇒ In accordance to the Law on Investment 2020, the investors could contribute capital indirectly to Vietnamese companies, contribute capital to purchase from 1-99% of the shares or establish a Limited Liability Company (LLc) or a 100% foreign owned Joint Stock Company in Vietnam→ A foreign invested company defined by the Law on Enterprise and the Law on Investment is a company established by foreign investors in order to carry out investment activities in Vietnam or a Vietnamese company purchased the shares, merged, repurchased by foreign investors...
→ Establishing a foreign invested company in Vietnam (8 essential steps)
# 1 Foreign ownership ratio is allowed from 1% to 100% in Vietnam
# 2 Minimum capital requirement is 20,000 USD or higher
# 3 There must be a legal lease agreement for a registerd address
# 4 The resident Director could be a foreigner or a Vietnamese individual
# 5 Investment Registration Certificate (IRC) is obligated
# 6 Enterprise Registration Certificate (ERC) is issued as Vietnamese companies
# 7 Registering for taxes and paying taxes as Vietnamese companies
# 8 Contributing capital properly in terms of the agreement within 90 days from the day on which the capital account is issued.
Understand & Implement
(i) The essence of establishing a foreign invested company is in the investors’ initial "CONCEPT"
(ii) When investing in Vietnam, they want to approach quickly or slowly
☝ APPROACHING QUICKLY: The investors should prepare a capital budget, line of business (idea), staff, and headquater location ==> CONTACTING THE PRESTIGIOUS LAWYERS IMMEDIATELY
☋ APPROACHING SLOWLY: Asking or investing by "OPENING REP OFFICE" after that, considering the result to make a final decision whether they should invest or not
NO MATTER WHAT THE INVESTORS DO, THEY NEED TO READ IN ORDER TO UNDERSTAND AND FIND THE RIGHT APPROACH (BECAUSE THESE ARE PROVISIONS OF LAWS AND PRACTICE)
? PREPARE THE INVESTED BUSINESS LINES, CAPITAL AND COMPANY ADDRESS IN ORDER.
(i) GET TO KNOW THE LAW
(ii) GET TO KNOW THE TYPES OF INVESTMENTS
(iii) GET TO KNOW WHEN THE PROJECT’S DOCUMENTS ARE COMPLETED
(iv) GET TO KNOW THE EXPERIENCE OF THE CONSULTING AGENCIES
Although some Vietnamese speak French, English, Chinese or Khmer as a second language, the official language of Vietnam is Vietnamese, and is spoken in business transactions and day-to-day meetings. It is therefore important to hire an interpreter.
It helps to have a working knowledge of Vietnamese. If not, you should consider hiring a professional interpreter for your meetings. Your interpreter is one of your key assets, so needs to be chosen carefully.
It is recommended that you use a professional interpreter for negotiations and avoid using electronic translation for your correspondence. Initial written approaches to Vietnamese companies should be in both Vietnamese as well as English, and your literature and business cards should be translated too.
Lists of potential interpreters and translators in Ho Chi Minh City can be found at: https://www.gov.uk/government/publications/list-of-interpretation-and-translation-companies-in-hochiminh-city. Alternatively, you can check with the DIT team in Hanoi or Ho Chi Minh City at: https://www.gov.uk/world/organisations/department-for-international-trade-vietnam#contact-us.
Vietnam’s national religion is Buddhism. Religious activities are tolerated in Vietnam, unless they interfere with the government’s political agenda. The predominant religion in Vietnam combines elements of ancient animistic beliefs with Confucianism, Taoism and Mahayana Buddhism.
Mass is held in two languages in Catholic cathedrals across the major Vietnamese cities.
Protestants, Hindus and Muslims will find that, in cities such as Ho Chi Minh City, there are places for them to worship.
If you intend to conduct business with Vietnam, you should be aware of the ways in which its culture differs from that of the UK. As members of a collectivist society, the Vietnamese often prioritise the needs of the group over those of the individual; so, the welfare of family or the community will be favoured over business or individual concerns.
It is also very important to ‘save face’ in Vietnamese culture. This often involves avoiding confrontation and telling others what they want to hear, rather than directly and publicly tackling issues. Criticising someone in public or failing to keep promises are examples of ways in which it is possible to lose face in Vietnamese society. It is, therefore, important that you act with integrity when doing business with Vietnam.
For meetings, a shirt and tie is suitable, though men may wish to wear a jacket for more formal events. Women often wear more formal business wear, covering the shoulders.
In Vietnam, greeting people by shaking both hands, maintaining direct eye-contact and bowing your head a little is common in business environments. You should bow your head to demonstrate respect to older members of society, or if a handshake is not offered. Handshakes are typically only exchanged between members of the same sex, and should also be offered upon leaving.
In Vietnam, you should not cross your arms or stand with your hands on your hips. You should also use your whole hand, instead of one finger, to point.
Many people in Vietnam speak English, however, you should print your business cards in both English and Vietnamese. Offer the card to the most senior person first and, if it is the first time, present it with both hands, with the Vietnamese side upwards.
Before conducting business, you should take the time to get to know your Vietnamese counterparts as they can often be suspicious of those with whom they are not familiar. As a result, it can take time to develop business relationships in Vietnam and they are often fairly formal.
Typically, Vietnamese business organisations are hierarchical. Decisions and ideas come from the top, down, and often the eldest member influences decision making. Respecting senior individuals — whether that be determined by age, job, position within the business or level of education — is vital in Vietnam. In business meetings, it tends to be that the eldest member of the group enters the room before anyone else.
In Vietnamese culture, status is of great importance and is gained with age and education. The Vietnamese expect supervisors and work colleagues to all be treated with the appropriate respect. Titles are also particularly meaningful.
It is important that you address potential business partners correctly – if they have a Vietnamese name this means starting with the surname, followed by middle name and then the first name. When referring to one another, Vietnamese people will use the appropriate title followed by the first name, as opposed to the surname, e.g. Mr. Nguyen Nam Thuy would be Mr. Thuy.
In the major urban areas of Vietnam, such as Hanoi and Ho Chi Minh City, women are considered equals and thus receive similar salaries to men. However, in more conservative, rural areas this is not often the case.
The business environment in Vietnam tends to be dominated by men, although this is now beginning to change. Currently, however, working women in Vietnam generally undertake administrative roles, and act as assistants or secretaries. Vietnamese men are used to working with foreign women who occupy more senior roles, and therefore will treat them equally.
In Vietnam, meetings are vital to the business process. Face-to-face encounters are preferred by the Vietnamese, who are less dependent on emails than Western business people. Typically, appointments will not be committed to very far in advance, and some high-ranking officials may not even confirm their attendance until one or two days prior to a meeting — sometimes waiting until the day itself.
Meetings tend to run over, so you should ensure that you have accounted for this in your schedule. Introductions and small talk about topics such as family and sport are important to the Vietnamese, and such discussions can help them relax, ultimately increasing their confidence in you. On the other hand, loud voices and excessive hand gestures can be considered rude.
You should be careful not to assume that smiling and nodding in response to your proposal is a yes as there are some cultural differences when doing business with Vietnam.
In Vietnam, being late is perceived as rude and so you should ensure that you arrive at meetings at the agreed upon time. If it is not possible for you to make a meeting on time, and you cannot avoid running late, it is important that you inform your host as soon as possible.
As there can be much to do, negotiations in Vietnam can be drawn out. Do not let prolonged silences put you off, Vietnamese people typically take some time to respond. You should, however, consider that this silence may be your Vietnamese counterpart’s attempt to save face if there is a disagreement. Any agreements that have been made in a business meeting should be immediately written up to avoid any misunderstanding.
It is common to give gifts, such as fruit or flowers, in Vietnam as a token of appreciation. They need not be expensive, and the gesture alone will be valued.
Respect for your host
The importance of status and reputation in Vietnam means that it is necessary to avoid outwardly criticising others, and causing loss of face for both parties. All food and drink offered to you should be accepted in order to demonstrate respect.
[Source – DIT]
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