vietnam

How To Register Company In Vietnam As A Foreigners

  • 17/05/2024

Set up company in Vietnam for foreigners for starting a business. In most industries, Advise by LHD Law Firm (Vietnam law they can own 100% of the shares of their business. In a few selected industries, company registration in Vietnam is only allowed in a joint venture agreement with a Vietnamese individual or corporate shareholder), Discover now 

HOW TO REGISTER COMPANY IN VIETNAM AS A FOREIGNERS

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To register a company in Vietnam as a foreigner, you need to follow these steps:

  1. Determine the type of company you want to register, such as a limited liability company, joint-stock company, or a representative office.
  2. Choose a name for your company and have it approved by the Department of Planning and Investment.
  3. Establish a local office or legal representative in Vietnam.
  4. Obtain a certificate of business registration from the Department of Planning and Investment.
  5. Obtain a tax code and register with the local tax office.
  6. Complete any necessary business licenses or permits specific to your industry.
  7. Hire employees and register with the local social insurance office.
It's recommended to seek the assistance of a local lawyer or consultant to help navigate the legal requirements and procedures (Quotation) →

How to register a company in Vietnam as a Foreigners conducted by investors has always been subject to quite rigorous adjustments of investment and business laws.

In recent years, along with the non-stop development of our country’s economy and society, the number of foreign investors investing and building business in Vietnam is more and more increased. Establishing 100% foreign-owned capital companies has become popular business. With its unique characterization, establishing a company with 100% foreign-owned capital has always subject to quite rigorous adjustment of investment and business laws.

Company registration in Vietnam typically takes about 30 working days. However, depending on the business line, some companies need to apply for sublicenses. In such cases, the registration process will be longer. Such examples of business lines that need sublicenses include: Certain businesses need to process additional permits.

1. Register investment policy prior business in Vietnam

Before carrying out setting up a 100% foreign-owned company, investors must apply for an Investment Registration Certificate at an agency of business registration. In some cases, investors must register its investment policy with a provincial People's Committee.

⭕ Required documents include

  • A request for implementation of the investment project;
  • A copy of ID card, passport, or certificate of business registration, or other equivalent document;
  • A proposal of project investment: investors’ names, investment objectives, scale, capital and capital mobilization plan, location, duration, impact assessment, report on socio-economic efficiency, etc.
  • A copy of one of the following documents: financial statement within the last two years; commitment of financial support from its parent company or a financial institution; guarantee of financial capability; documents proving capital capability;
  • Demand for land use;
  • Explanation on technology application, including name of such technology;
  • BCC contract in case of implementation projects under a BCC
  • When applying for a business registration certificate to establish a 100% foreign-owned company, investors should prepare a file of documents similar to the file applied for policy registration and send it to an agency in charge of business registration.

Vietnam company register - LHD Law Firm

2. Setting up a company with 100% foreign-owned capital and register its business

After receiving a certificate of investment registration, investors need to carry out procedures of establishing a company with 100% foreign-owned capital. Required documents include

  • Request for business registration
  • Charter (MA Charter)
  • List of members or shareholders.

Copies of the following documents

  • ID, Passport or other legal personal identification of individual members or shareholders;
  • Decision of establishment, business registration certificate of other equivalent corporate documents and authorization letter;
  • The copies of business registration certificate or other equivalent documents must be notarized at a consular if members are foreign corporates.
  • Business registration certificate as regulated by Investment Law, applicable to foreign investors.

The application for establishing a company with 100% foreign-owned capital shall be submitted at a business registration agency under the Department of Planning and Investment of the province/ city at which the company is intended to be located. Within 05 working days since as to the date of receiving full documents, the business registration agency shall consider and issue a business registration certificate.

  • Publicize the establishment of the company with 100% foreign-owned capital
  • After being granted the business registration certificate, the company is obliged to publicize its establishment on a national information portal.

Contents of the announcement include the contents of the business registration certificate and other information as followed

  • Lines of business;
  • List of founding shareholders and foreign shareholders to joint stock companies.

Have the business seal made

After making the establishment of a 100% foreign-owned capital company public, the company now carries out having company seal made at one of the authorized seal making units. The company decides the number and form of the seal to the extent permitted by law.

Have the seal sample publicized on a national business registration portal

After the seal is made, the company publicizes the seal sample on a national business registration portal and receives 01 confirmation of publicized seal sample issued by the Department of Planning and Investment.

Set up business in Vietnam - LHD Law Firm

3. Obligation to provide information during procedures of establishing a company with 100% foreign-owned capital

During procedures of establishing a company with 100% foreign-owned capital, investors have to provide Vietnamese competent authorities with some basic information. Such information is essential to support Vietnamese authorities to verify an authentic file of establishing a company with 100% foreign-owned capital.

If investors are individuals, they need to provide the following basic information and document

  • Valid ID card, or passport;
  • Confirmation of an account bank balance;
  • Bank’s notice, or confirmation of transferring to capital contribution account of the corporate;
  • Criminal record of the investors;

If investors are legal entities, the below information should be provided to Vietnamese competent authorities while carrying out procedures of establishing foreign-owned capital companies

  1. Resolution/ Decision of capital contribution of the Board of Shareholders/Board of Members according to regulations of law and charter of foreign corporate;
  2. Copies and translations of the foreign company’s business certificate/ decision certified at a consular
  3. Company’s charter;
  4. Foreign investor’s audited financial statement of the latest year;
  5. Credit notice (bank confirmation of transfer to the capital contribution account of the company);

Besides, investors also have to provide some more basic information about the intended business, including

  • Name of the company
  • Business address of the company
  • Charter capital/ Investment capital of the intended company
  • Registered business lines
  • Obligation to prove its business location legal when registering for company establishment of 100% foreign-owned capital

Investors when registering for establishment of a company with 100% foreign-owned capital in Vietnam are obliged to prove its business location legal. They can fulfill this obligation by providing a Vietnamese competent authority with the following documents:

  • A certified lease contract of headquarters (where the company is located in Vietnam);
  • A certificate of land use right.

If the lease contract is made with a legal entity, such legal entity must register for real estate business on its business registration; if it is made with an individual and the term of the contract is more than 06 month, it must be certified at a notary office.

Above are the specific regulations relating to procedures of establishing a company with 100% foreign-owned capital? Foreign investors who intend to establish a company in Vietnam for business operation should carefully consider and comply with those regulations.

5. Choose LLc or Jsc business in Viet Nam

Time for register a company in Vietnam

Approximately 1 to 3 months from submission of documents to the Department of Planning and Investment

Approximately 1 to 3 months from submission of documents to the Department of Planning and Investment

Suitable for

Small to medium sized business

Medium to large sized businesses

Number of founders

1 to 50 founders

At least 3 founders

Corporate structure

Members’ Council (General meeting)

Chairman of Members’ Council*

Director

Inspection Committee**

General Meeting

Management Board

Chairman of the Management Board

Director

Inspection Committee

Liability

Founders’ liability is limited to the capital contributed to the Company

Founders’ liability is limited to the capital contributed to the Company

Issuance of shares and public listing

A Vietnamese LLC cannot issue shares and be publicly listed on the local stock exchange

A Vietnamese JSC can issue ordinary and preference shares, the shares can be listed on the public stock exchange

✅ Set Up Company In Vietnam (Step by step guide) 

Step 1: Register the investment policy with the Provincial People's Committee

When a foreign investor enters Vietnam to invest in a project, he/she must follow the procedures to apply for an Investment Registration Certificate. However, before completing the procedures to apply for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the Provincial People's Committee (The first process in setting up a foreign capital company)

☑ Application for registration of the establishment of a company with foreign investment

Individuals and legal entities can use the following legal documents to form a foreign investment company in Vietnam:

☑ An individual is a foreign investor

There are 3 kinds of important records for individuals

# Passport

# Head office lease agreement

# Confirm a bank with the same amount of capital as the investment share capital in Vietnam.

☑ Organization is a foreign investor

There are 5 types of records for organizations:

# Business registration certificate

# Operating charter of a foreign company (mergers and acquisitions)

→ Note. These two documents must be legalized at the consulate when returning to Vietnam for use.

# Profitable financial statements or bank confirmation equal to the amount of money intended for investment in Vietnam.

# Headquarters lease agreement in Vietnam

# Decision to appoint a legal representative of companies in Vietnam.

Above are the basic conditions for establishing a company with foreign participants.

☑ Time for setting up a company with foreign capital

For investment projects not subject to investment policy decision: 15-20 working days from receipt of complete dossier.

For investment projects subject to investment policy decision: 05 - 10 working days from receipt of investment policy decision

NOTE

☻ APPLICATION FOR THIS PROJECT POLICY IS ONLY FOR OTHER PROVINCES AND CITIES (EXCEPT FOR HO CHI MINH CITY AND HANOI DOES NOT APPLY)

☻ INVESTMENT LAW 2020, REQUIRES CONSULTATION WITH THE MINISTRY OF DEFENCE ON THE LOCATION OF THE COMPANY'S HEADQUARTERS (EXCEPT FOR THE FOREIGN INVESTOR'S OFFICE BUILDING)

Step 2: Issuance of Investment Registration Certificate (IRC)

  • Business registration application form.
  • Company Rules.
  • List of founding shareholders and foreign investor shareholders (list of authorized representatives, if any)
  • Copies of the following documents:
  • Passports or other legal identity documents of participants who are individuals.
  • Enterprise Registration Certificate (ERC)
  • For a member who is a foreign entity, a copy of the Certificate of Business Registration or equivalent document must be legalized at the consulate.
  • This step is very important in order to obtain the green paper (IRC) INVESTMENT CERTIFICATE (WHITE PAPER)

Step 3: Issuance of the Enterprise Registration Certificate (ERC)

  • After receiving the political decision of the Provincial People's Committee, proceed to register the establishment of the company.
  • This step includes REGISTRATION OF THE YELLOW BUSINESS CERTIFICATE (ERC)
  • An ERC application has a 5-day deadline.

Step 4: Posting the application for the establishment of a foreign-invested company

After receiving a Certificate of Business Registration, a company must make a public announcement on the national business registration portal in accordance with the rules and pay the required fees.

The content to be announced includes the contents of the Certificate of Business Registration and the following information:

☑ Line of Business.

☑ List of Founding Shareholders and Foreign Investor Shareholders of Joint Stock Companies.

Implementing Agency: Business Registration Authority Reporting Unit

Step 5: Engrave the seal of the foreign enterprise

After obtaining the Certificate of Business Registration and posting the business incorporation application. The business engraves the seals at one of the licensed seal engraving sites. Enterprises determine the number and form of seals themselves, within the limits allowed by law.

Step 6: Open a bank account (payment account) and file a tax return for initial invoicing

1. Declaring and Paying License Fees Declare

The license fee once at the beginning of the business activity by the fee payer, no later than the last day of the month of the beginning of the business activity.

In case the levy payer has just set up a business but has not yet commenced production and operation, he/she must declare the license fee within 30 days from the date of the business registration certificate or date of issue of the license fee obtain investment registration and tax registration.

The deadline for payment of the license fee when starting a business is the last day of the deadline for filing the fee declaration file.

The license fee declaration file is the license fee declaration.

After coming into operation, the company shall pay the license fee annually by January 30 of each year.

2. Notification on the application of the method of calculation of Value Added Tax (VAT)  (Form 06/GTGT)

(Note on Form 06/GTGT dated May 11, 2017. Businesses are not required to file Form 06/GTGT to register and change their VAT calculation method. This is one of the provisions of Circular No. 93/2017 /TT-BTC dated 19.09.2017 of the Ministry of Finance).

There are two VAT calculation methods: the deduction method (using VAT invoices) and the direct method (using sale invoices).

To apply the deduction method, the company notifies the tax authority on Form 06/GTGT; the deadline for submitting Form 06/GTGT is before the deadline for filing the first tax return. Form 06/GTGT.

3. Notification of use of tax authority services (if any)

Taxpayers who perform tax procedures through tax agents must notify the direct management authority in writing, attaching a certified photocopy of the taxpayer's service agreement, within 05 business days before the tax agent performs tax procedures for the first time as specified in the agreement.

4. Register for a personal tax code

When paying wages to employees, businesses must deduct personal income tax and offer each employee a tax code (if employees do not have a tax code). Individuals who receive wage or salary income authorize the income unit to perform tax filing and dependent filing procedures with the Internal revenue service (IRS).

Step 7: Open a capital account and transfer money for capital contribution (this step is very important)

Provisions on capital accounts for foreign investors are spelled out in State Bank Circular 05/2014/TT-NHNN dated 03.12.2014 governing the opening and use of capital accounts for indirect investment for portfolio investment activities in Vietnam and Circular. 19/2014/TT-NHNN dated 08.11.2014 of the State Bank, Guidelines on Foreign Exchange Management for Foreign Direct Investments in Vietnam.

1.   The business establishes a CAPITAL ACCOUNT (Note which clearly states the Bank about the capital account)

2.   The capital contribution must be transferred to the CAPITAL ACCOUNT IN EFFECTIVE TIME AND FROM FOREIGN TO VIETNAM.

3.   Notify the Department of Planning and Investment that the COMPANY has paid the capital in full and on time (Avoid being fined)

★ LHD Law Firm - A reputable and professional Business consulting unit in Vietnam

In the process of investing and doing business in Vietnam, investors may face many difficulties in terms of legal, language, culture, and market. Owning a team of lawyers who are fluent in many languages, have international consulting experience, and have a deep understanding of Vietnamese law, LHD Law Firm can confidently guide and support clients to carry out the entire investment procedure. invest, do business in Vietnam, and minimize possible legal risks.

With over 15 years of experience, LHD Law Firm has completed legal work for more than 6,800 projects for businesses and individuals from 32 countries around the world. We are currently a strategic partner in many projects, supporting many businesses to invest and do business in Vietnam to develop sustainably.

→ Senior lawyer at LHD Law Firm

Thanh Thuy Attorney - LHD Law Firm

Attorney: Ms. Thanh Thuy

  • Email: all@lhdfirm.com
  • Call, iMessage,  SMS, WhatsApp, Viber: +84931767568 

→ Lawyer specializing in advising on setting up foreign capital companies in Ho Chi Minh City

  • She graduated with a master’s degree in Commercial Law - City Law University of Ho Chi Minh City.
  • Consultancy language: English and Vietnamese
  • She is as one of the top 20 lawyers in Vietnam, highly rated by Legal500 and Hg.org → specializes in foreign investment, having realized more than 6800 projects in 16 years...

[TOYOTA, WACOAL, DELOITE, DLH, SHISEIDO, FOS, DLT, YAMAZEN, SANKOUGIKEN, TRIUMPH, CORELEV, SP...]

⭕ We currently provide the following services

  • Advising on the conditions for establishing foreign-invested companies for investors according to specific business fields or investors' nationality;

  • Consulting the capital contribution ratio of foreign investors in Vietnam with Vietnamese law and WTO commitments;

  • Advising on choosing the right type of company for investors: limited liability company or joint stock company, head office address, capital, business lines, opening an account to transfer capital, the time limit for capital contribution;

  • Advising on conditions, guiding investors to prepare necessary documents to establish a foreign-invested company;

  • Consulting and drafting company establishment documents for foreign investors;

  • Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors (Apply for Investment Registration Certificate, Business Registration Certificate, legal entity seal, seal sample announcement, procedures after company establishment, tax and accounting consulting services, profit transfer abroad, labor - insurance, issues related to ownership wisdom…;

  • Comprehensive advice on activities arising in the process of doing business in Vietnam for investors.

[Hopefully, the above sharing will help foreign investors who intend to do business in Vietnam. If you have any doubts or problems, please contact LHD Law Firm immediately to get specific advice from legal experts]

Contract with LHD LAW FIRM for Set up company in Vietnam (Ho Chi Minh, Ha Noi, Da Nang) 

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FAQs

Advise:

Then, the investment registration authority must issue the investment registration certificate to the investor within 15 business days upon the receipt of the valid application. The items stated below are the details of company registration procedure in Vietnam

Advise: 

If your company is less than 51% owned by a foreigner and is therefore considered a local company, you no longer need to get an IRC. You can go straight to registering your business in Vietnam and obtain your Business Registration Certificate (BRC). Having a local company significantly reduces your registration period.

Advise: 
There are primarily six principal types of business licenses in Vietnam. These are : Representative office of an overseas company. A limited liability company is a company type where it that established through capital contributions to the company. This contribution is then treated as equity.

 

Advise:

In order to operate a foreign company in Vietnam with 100% ownership, you will need to acquire two certificates from relevant authorities: investment registration certificate and enterprise registration certificate. In this article, Cekindo will provide you with some legal insights into obtaining the certificates.

Foreign ownership is allowed in Vietnam. Added to this, an LLC is the most prominent business structure utilised in Vietnam. There are different forms of government incentives offered in Vietnam.

There are no minimum capital requirements for company registration in Vietnam. However, there are different business structures which are established in Vietnam. These businesses would require different amount of capital as per the requirements. For example, for starting a company in a free trade zone in Vietnam, the minimum capital which has to be invested is USD 200000.

Yes foreign investment is allowed in Vietnam. An investment registration certificate has to be signed by the investor before investing in Vietnam.

Advise:

Certainly! As a foreigner, you can start a business in Vietnam through direct or indirect foreign investments. Here are the key points:

Direct Foreign Investment:
In this approach, you collaborate with a Vietnamese partner to establish either a 100% foreign-owned company or a joint venture.
To obtain direct investment in Vietnam, you’ll need an enterprise license and must follow legal procedures according to local law1.
Indirect Foreign Investment:
This involves purchasing shares of existing companies in Vietnam.
The level of your involvement in company management depends on the agreement between you and the Vietnamese company.
Restrictions and Considerations:
Certain business activities are restricted for foreigners in Vietnam. For example, you cannot engage in businesses related to narcotic substances, toxic chemicals, endangered wildlife, prostitution, human trafficking, or debt collection.
The Law on Investment 2021 introduced new “conditional business investment” activities. While not restricted, these activities require meeting specific criteria to access the Vietnamese market.
Examples of “conditional business investments” include accounting services, customs-related businesses, securities-related services, and more1.
Remember that a 100% Foreign Invested Enterprise in Vietnam can only take the form of a Limited Liability Company (LLC) or a Joint Stock Company (JSC)2. If you’re considering starting a business in Vietnam, it’s essential to understand the legal requirements and seek professional advice to navigate the process successfully. Good luck with your business venture! 🌟🇻🇳

Advise:

Certainly! The cost of opening a company in Vietnam can vary based on several factors, but I’ll provide you with an estimate. Keep in mind that these figures are approximate and subject to change. Here’s a breakdown of the costs:

Business Address: To register a company in Vietnam, you’ll need a business address. If you don’t require a physical location immediately, you can use a virtual address for registration. The average price for a virtual business address package starts at around $80 per month or $970 per year. However, if your business needs a physical location (e.g., office space, retail shop, etc.), leasing costs will vary based on the city and property type1.

Company Registration Service Fee: You’ll need legal assistance to navigate the process. Lawyers can help you choose the right business structure, advise on market entry conditions, and draft contracts. The service fee for company registration typically starts at $1,5001.

Initial Set-Up Costs: These include purchasing a USB token device, getting a company signboard, and registering for VAT e-invoices. The total cost for these initial set-up works is approximately $2701.

Accounting and Audit: You’ll need bookkeeping services and annual audit. The cost for bookkeeping and filing tax reports for one year, along with the annual audit, is around $1,6401.

Total Minimum Cost for the First Year: Adding up the above expenses, the minimum cost to start a business in Vietnam for the first year of operation is approximately $4,3801.

Remember that these figures are estimates, and actual costs may vary based on your specific circumstances. Always consult with legal professionals and consider other optional startup fees as well1. Good luck with your business venture! 🌟

Advise:

20%
 
Corporate Income Tax in Vietnam
Vietnam's standard corporate tax rate is 20% for most business types. Corporate income tax (CIT) is a direct tax levied on the profit earned by companies or organizations.

Advise:

Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.

Advise:

Yes, Foreigners seeking to open a business in Vietnam can opt for one of two legal entities: a Limited Liability Company (LLC) or a Joint-Stock Company (JSC). An LLC can be formed with just one or two shareholders, whereas a JSC mandates a minimum of three shareholders. LHD Law Firm can help foreigners Set up company in Vietnam.

7 comment
  1. Visitor
    Sohail Ikram
    18/10/2019

    Company registration

  2. Visitor
    Denis Lee
    18/03/2022

    We would like setup a business in Vietnam with 100 Capital ? How start ? Capital ?

  3. Visitor
    Bill
    22/11/2023

    inquiries on starting a Vietnam company! Dear Lawyer, My name is Bill, and I am looking to establish a corporation in Vietnam. The type of business is e-commerce sales online. There will be a local Vietnam resident opening up the company, so it will be 100% Vietnamese capital and no foreign capital. Here is some preliminary information: - The company will be an LLC with a single member (the Vietnamese owner) - We are planning to use a virtual office as the company-registered office Do you have virtual offices for rent? If so, can you explain how this works? If not, do you have any recommendations? Please let me know what documentation I need to collect to get this company started ASAP. We would like to use your law firm to help with everything. Please let know if you have any questions and if you have any services that may make this process easier. Best regards

  4. Visitor
    Mike
    11/01/2024

    Hi there, Hope you've been well, My name is Mike..., from Australia and I'm looking for some assistance on setting up an IT consulting company in Ho Chi Minh after Tet this year and was wondering if you could advise on below: - Registration and Nominee Directorial services provided by LHD with detailed cost breakdowns for opening a 100 % foreign owned LLC. - Any other start-up requirements required as an foreign citizen. - How long it would typically take to complete company formation end to end. Thank you in advance for your help, Kind regards,

  5. Visitor
    Alex
    11/01/2024

    Hi, I'd like to know the costs (please separate by item, don't bundle it all up) of a 100% foreign-owned business incorporation. I will be doing it in the following steps: 1) Incorporation of a "management consultancy" where I am appointed director 2) WP + TRC for myself 3) Adding business code "recruiting services" 4) Acquiring recruiting sublicense I'll be comparing some options I have, so please be certain about your quote as if it were final. Thanks,

  6. Visitor
    Kompany
    12/01/2024

    Hi LHD Law Firm I want like to business your city please let me know what I s rules & rogation, - Registration and Nominee Directorial services provided by LHD with detailed cost breakdowns for opening a 100 % foreign owned LLC. - Any other start-up requirements required as an foreign citizen. - How long it would typically take to complete company formation end to end. Thank you in advance for your help, Kind regards,

  7. Visitor
    Kim Loo
    02/02/2024

    Title: Set up start up company in vietnam hcm Content: Hi, We would like to enquiry for the above matters, need some assist on this.Thank you

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