vietnam

SET UP COMPANY IN VIETNAM - STEP BY STEP ADVICE | LHD LAW FIRM

SET UP COMPANY IN VIETNAM - STEP BY STEP ADVICE | LHD LAW FIRM

When Expat want invest and Set up company in Vietnam ► They need Experts (Attorney) at Vietnam for set-up an LLC setup, set-up a wholly foreign-owned entity, joint venture, public limited company, branch or representative office...

setup company in vietnam - Set up a company in vietnam (advisor by LHD Law Firm)

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Set up a company in Vietnam - Vietnam's economic outlook after the pandemic

What advantages will foreign businesses have when setting up a company in Vietnam after the Covid-19 epidemic has devastated this national economy?

After a difficult period due to the impact of the Covid-19 pandemic, foreign-invested enterprises are entering the recovery and growth phase with high expectations for the prospects of the Vietnamese economy. This brings many advantages for foreign businesses to set up a company in Vietnam.

Starting a business in Vietnam - Pros doing business in 2023, LHD Law Firm Advice

  • Owing to foreign direct investment (FDI) and tremendous expansion of the private sector, Vietnam is one of the fastest growing Asian economies with a high GDP growth
  • Placed in the centre of the Association of Southeast Asian Nations (ASEAN), Vietnam holds quite a strategic location in terms of market access. Moreover, Vietnam has a long coastline and proximity to the major global shipping routes.
  • Vietnam is open to the global economy. It is a member of ASEAN, ASEAN Free Trade Area (AFTA), and the World Trade Organization (WTO). It also has over 60 double tax agreements.
  • The population in Vietnam is young, skilled and abundant. The literacy rate is over 90%.
  • Vietnam has a stable government and social structure, making it an ideal place for capital investment.

Enterprises step out massively to invest in Vietnam- Recession problem solved

In the first nine months of this year, Vietnam's foreign investment expenditure exceeded US$15 billion. This is the highest level in the last five years and typically her OECD companies are also interested in Vietnam. Diversify your supply chain.

His 16.3% increase in FDI figures over the same period in 2021 is not only the largest increase over the same period in the last five years, but the ratio of realized FDI capital to registered capital is at a record level of over 82%. was recorded. At the same time, for every 10 dong registered, the paid-out capital was 8 dong. If this ratio continues to sustainably, this will be the clearest evidence of the attractiveness and efficiency of her FDI inflows into Vietnam.

set up company in vietnam - lhd law firm

(The percentage of foreign investors in Vietnam is increasing day by day)

Eurocham's survey shows that up to 42% of business leaders expect their companies to increase FDI inflows into Vietnam by the end of this year. Also from such positive comments, newspapers in the US have another opportunity to dig deeper to analyze more clearly why Vietnam has become a bright spot in economic growth this year.

The news page of the International Monetary Fund (IMF) has an article that Vietnam reverses the weak growth trend of Asia. The growth forecast chart in 2022 shows that Vietnam is the only economy that has and will have positive growth for the whole year. Relatively low inflation is also an exception in the general rule of the whole region.

In the latest report of the World Bank, Vietnam's GDP growth has jumped from nearly 2.6% in 2021 to an expected rate of 7.5% in 2022. Meanwhile, average inflation the annual average can be controlled at 3.8%.

To achieve the recent impressive growth, according to newspapers and international organizations, it is a combination of many factors, especially the agile policy after the pandemic.

The IMF believes that the first half of this year has seen a big economic shift when it comes to loosening regulations on epidemics, safe adaptation strategies and outstanding vaccination rates. Low interest rate policies, strong credit growth and the government's economic recovery and development program have resulted in high output, retail and tourism recovery.

The Diplomat has an article explaining why Vietnam's economy has a bright and brighter future. According to the article, the positive assessment of the Vietnamese economy by international organizations is predictable to those who have been following Vietnam for a long time.

In the context of general difficulties, Vietnam has become a bright spot with its developed infrastructure, friendly investment environment, and success in controlling COVID-19.

Vietnam posted the strongest growth in Asia in the third quarter with a particularly pronounced recovery in the services and retail sectors. Along with policies to stabilize the macro-economy, this is also the basis for international organizations to believe in Vietnam's sustainable growth in the coming years.

☉ Starting a business in Vietnam: Cost of setting up | LHD Law Firm advisory ►

Set up company in Vietnam as defined under the Law on Enterprises and the Law on Investment is understood as a company established by a foreign investor to carry out investment activities in Vietnam or a Vietnamese enterprise. by foreign investors buying shares, mergers, acquisitions.. 

heart With step by step guide → 

#1. Types of Business Entities (reseach and chose)

#2. Procedure (Register IRC, ERC, Make a Seal, Open bank account)

When foreign investors are interested in companies established in Vietnam, they need to know what issues? 

  • Provisions of the current law of Vietnam like?
  • Government policies for foreign investors?
  • Capacity requirements of foreign investors like?
  • In the business sector that the Government of Vietnam encourages foreign investors to participate in?
Requirement document client need →
1. Passport (if investor is an individual investor) Or Business license (if the investor is a business investor)
2. Bank balance statement or Financial statement of business.
3. Office lease contact indicasting the license purporse for office rental

What kind of company you started in Vietnam?

► 2-50 Co. Ltd. members or 1 member co.LTD

► JSC company ?

► Branch offices of foreign companies in Vietnam ?

► Vietnam Company has 49% ownership by foreigners?

→ 100 percent FOEs can be established by one or more foreign investors, under the form of either a limited liability company (LLC) or a joint-stock company (JSC). JVEs can be established as an LLC, a JSC, or a partnership, and the profits and risks in a JVE are distributed among the parties in proportion to their charter capital contributions. Other options for establishing a commercial presence in Vietnam include representative offices and branch offices, but these are not legal entities.

In this article, we discuss the establishment requirements, common purposes, as well as the pros and cons for the following foreign investment vehicles →

#1. Limited liability companies

#2. Joint-stock companies

#3. Partnership companies

#4. Representative offices

#5. Branch offices

#6. Business cooperation contracts

....And Specific authorized projects

# 1. Vietnam Limited Liability Companies (LLC)

100 percent FOEs and JVEs can be established as limited liability companies. In an LLC, members are only liable for the debts of the company to the extent of the capital contribution they have poured into the company.

There is usually no minimum capital requirement for foreign investors that intend to establish an LLC in Vietnam, although authorities will expect the investor to commit a reasonable amount of charter capital according to the scale and business scope of the project.

An LLC can consist of a single member or multiple members, but the total number of members cannot exceed 50. Investors can be corporations or individuals.

Note: An LLC cannot issue shares.

# 2. Vietnam Joint-stock Companies (JSC)

FOEs and JVEs can also be established as joint-stock companies. A JSC can issue securities and bonds, so investors will often choose this form if they plan to go public in the future.

The JSC’s charter capital is composed of shares belonging to founding shareholders in proportion to the capital they have subscribed. There is no minimum requirement for the charter capital of the foreign investors.

A JSC is required to have at least (03) three shareholders. There is no limitation on the maximum number of shareholders, nor on their nature – They can be individuals or institutions, Vietnamese or foreigners.

Types of companies in Vietnam

# 3. Vietnam Partnership Companies

A partnership company is a legal entity established by at least two individuals who are the members of the partnership and co-owners of the enterprise. They are the general partners and are liable for all obligations of the partnership without limit. Unlimited liability partners must be individuals who shall be liable for the obligations of the company to the extent of all their assets. 

In addition, a partnership company can consist of limited liability members (individuals or organizations) who only contribute part of the capital and have limited liability and rights in the operation of the company.

Note: Partnerships cannot issue any type of securities

# 4. Representative Offices

In contrast to JVs and 100 percent FOEs, a representative office (RO) is forbidden from conducting any revenue-generating activities. Rather, ROs are permitted to conduct market research, serve as a liaison with an overseas parent company and/or serve other supporting roles such as ensuring quality control, acting as a product showroom and helping to facilitate the execution of the contracts of the parent company. Unlike in certain other Asian countries, ROs in Vietnam are permitted to hire staff directly, both Vietnamese and expatriate.

# 5. Branch Offices

  1. A branch office is the subsidiary of a parent company and does not constitute a separate legal entity according to Vietnamese law.
  2. Unlike an RO, a branch office is entitled to do business in Vietnam, although the law prohibits it from carrying out commercial activities other than those stated in the parent company’s business license. If a branch conducts business in a conditional sector, it is only allowed to operate upon meeting the prescribed conditions.
  3. To set up a branch, a parent company must have had conducted business in its home country for at least five years.

Issues you care?

☑ What is the yearly tax rate? The rate of income tax on your business be?
☑ There is a special certificate for your next business license company?
☑ Not how long it takes to complete the licensing company?
☑ Is there any legal requirements of Vietnam in ownership of your company?
☑ How to transfer money abroad from Vietnam? How much is the fee and how it works according to the laws of Vietnam?
☑ As with any investment incentives for your business?
☑ How do we take care of the financial statements monthly and yearly?
☑ How to Vietnam laws work in any trade dispute?

LHD Law Firm with 15 years’ experience advising foreign investors in Vietnam We will give you advice and clarify all your concerns and take care of your company license. Moreover, the LHD can help you with financial statements showing the Government of Vietnam and track your business activities and is always around to advise your business.
Price: upon request

Company setup step-by-step process (Process and times lines) 

Any information you can get in step one is to operate your business better and to ensure that you will not do anything that conflicts with the laws of Vietnam. This second step, the company licenses, is the key to your business legally.
Depending on the type of business you are running, with pricing and different time frames received licenses for companies in Vietnam. All our packages include receiving the tax code and the seal of the company as well.

Lease Contract for the head office of new company: We service brokerage and leasing virtual office in District 1, you just raised your budget and requirements we will meet your needs.

In addition, we also support you on the internet registration, monthly tax reports; find employees, or other services in Vietnam.

This is just an overview to establish a company in Vietnam, we have a complete package to establish your company with reasonable prices; professional service, fast and great. Please contact us to get started.

☼ 6 Step Set up Company in Vietnam 2023 

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

Foreign investors who want to invest to implement projects in Vietnam must carry out procedures to apply for an Investment registration certificate. However, before applying for an Investment registration certificate, in some cases, investors must register an investment undertaking with the Provincial People's Committee.

Dossier for registration of setting up a foreign company:

  • In case the foreign investor is an individual:

  • Passport

  • Head office lease contract

  • Confirmation of the bank with the same amount of capital as the investment charter capital in Vietnam.

  • In case the foreign investor is an organization:

  • Business registration certificate

  • Operational Charter of Foreign Company

Note: The two documents above must be consular legalized when brought to Vietnam for use

  • Profitable financial statements or Bank confirmation equal to the amount of money intended to be invested in Vietnam.

  • Head office lease contract in Vietnam

  • Decision on appointment of legal representative for businesses in Vietnam.

The time to set up a company with foreign capital

  • For investment projects not subject to the decision on investment policies: 15-20 working days from the date of receipt of complete dossiers.

  • For investment projects subject to the decision on investment policies: 05 - 10 working days from the date of receipt of the written decision on investment policies.

Step 2: Apply for an Investment Registration Certificate (IRC)

  • A written request for implementation of an investment project;

  • A copy of the identity card, identity card, or passport for the investor being an individual; a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;

  • The investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule, demand for labor, the proposal for investment incentives, assessment of the project's socio-economic impacts and efficiency;

  • A copy of one of the following papers: financial statements of the last 2 years of the investor; commitment to the financial support of the parent company; financial institution's commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;

  • Proposing land use needs; In case the project does not request the State to allot or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the area for the accomplishment current investment project;

  • An explanation of the use of technology for projects specified at Point b, Clause 1, Article 32 of this Law includes the following contents: technology name, technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment, and technological lines;

Within 15 days of receiving a complete dossier, the investment registration agency shall issue an investment registration certificate; In case of refusal, the investor must be notified in writing and definitely state the reasons.

Step 3: Apply for an Enterprise Registration Certificate (ERC)

  • Following the provisions of the Enterprise Law 2020, an enterprise registration certificate is a document in paper or electronic form that notes information on business registration that the business registration authority grants to a business.

  • The required information for an ERC kit includes:

  • Company name and company code (tax code);

  • Head office address;

  • Full name, address, contact information, nationality, and the number of legal papers of the individual, for the legal representative of limited liability companies and joint stock companies; for general partners of a partnership company; for business owners of private enterprises. Full name, address, contact information, nationality, number of legal papers of the individual, for members being an individual; name, enterprise identification number, and main office address of the member is an organization, for limited liability companies;

  • Charter capital for companies, investment capital for private enterprises

According to current law, the request for a Certificate of Business Registration can be done directly at the Business Registration Office, via postal service or an electronic communication network (online). The content/element of the ERC registration file depends on the form of the company you want to establish. Generally, for a limited liability company (LLC) and a joint stock company (JSC), the ERC registration documents are as follows:

For multi-member limited liability companies and joint stock companies:

- Application for business registration

- Company rules

- List of members of a multi-member limited liability company; list of founding shareholders and shareholders being foreign investors of joint-stock companies.

- Copies:

  • Legal papers of the legal representative of the enterprise;

  • Legal papers of individuals or founding shareholders and foreign shareholders, for members being individuals; legal papers of individuals or founding shareholders and foreign shareholders for members being organizations; legal documents of individuals or founding shareholders and foreign shareholders for members being organizations and documents appointing an authorized representative. For members being foreign organizations, copies of legal papers of the organization must be consular legalized;

  • Investment registration certificate, for enterprises established or co-founded by foreign investors or foreign-invested business organizations in accordance with the Law on Investment.

For a single-member limited liability company:

  • Application for business registration

  • Company rules

  • Copies:

  • Legal papers of the legal representative of the enterprise;

  • Legal papers of the individual for the company owner being an individual; Legal papers of the organization for the company owner being an organization (excluding the case company owner is the State); Legal documents of the individual for the authorized representative and the document appointing the authorized representative. For the company owner to be a foreign organization, the copy of the legal papers of the organization must be consular legalized;

  • Investment registration certificate in case the enterprise is established by a foreign investor or a foreign-invested economic organization by the provisions of the Law on Investment.

The time to apply for ERC is 07 working days.

Step 4: Engrave the legal seal of the foreign-invested company

After obtaining the Certificate of Business Registration and having posted the business establishment statement. The business performs seal engraving at one of the licensed seal engraving units. Businesses decide by themselves the number and form of seals within the scope permitted by law.

The enterprise seal includes the following contents:

  • Company's name

  • Business code

  • The province/city directly under the Central Government where the enterprise's head office is located

  • Order of seals (in case a business has many seals)

Step 5: Open a bank account (payment account) and file a tax return to issue an invoice.

Declaration and payment of license fees:

Declare the license fee once when the new fee payer starts business activities, no later than the last day of the month of starting production and business activities.

In case the fee payer has just set up an enterprise establishment but has not yet started production and business, he/she must declare the license fee within 30 days from the date of issuance of the business registration certificate or the date of issuance of the license fee. receive investment registration and tax registration.

The deadline for paying the license fee when starting a business is the last day of the deadline for submitting the fee declaration dossier.

The license tax declaration file is the license fee declaration.

After coming into operation, the enterprise shall pay the license fee annually by January 30 every year.

Notice of application of value-added tax calculation method

There are two methods of calculating value-added tax: the deduction method (using the value-added invoice) and the direct method (using the sales invoice).

To apply the deduction method, the enterprise shall notify the tax authority according to form 06/GTGT; the deadline for submitting form 06/GTGT ​​before the deadline for submitting the first tax return arises.

Notice on the use of tax agency services (if any)

Taxpayers using tax procedures services through tax agents must notify the direct management agency in writing, enclosed with a photocopy of the service contract certified by the taxpayer within 05 working days. before the tax agent performs the tax procedures for the first time mentioned in the contract.

Register for a personal tax code

Enterprises are obliged to withhold personal income tax when paying salary and wages to employees and register for tax identification numbers for employees (if employees do not have a tax code).

Individuals earning incomes from salaries or wages authorize an income-paying unit to carry out procedures for tax registration and registration of dependents with tax authorities.

Register for electronic transactions with tax authorities

Ho Chi Minh City is an area with full conditions for information technology infrastructure, so businesses established in the city must declare taxes online and pay taxes electronically.

When having a public digital signature, the enterprise registers for online tax declaration and electronic tax payment at the address: https://nhantokhai.gdt.gov.vn/

Step 6: Open a capital account and transfer money to contribute capital (This step is very important)

Regulations on capital accounts of foreign investors are prescribed in Circular 05/2014/TT-NHNN dated 12/03/2014 of the State Bank guiding the opening and use of indirect investment capital accounts. to carry out foreign portfolio investment activities in Vietnam and Circular 19/2014/TT-NHNN dated August 11, 2014 of the State Bank guiding foreign exchange management for direct investment activities. foreigners into Vietnam.

  • Company opens a capital account (Note state the bank about the capital account)
  • TRANSFER CAPITAL ACCOUNT → MUST TRANSFER WITHIN THE LONG TERM AND TRANSFER FROM A FOREIGN COUNTRY TO VIETNAM
  • Notify the Department of Planning and Investment that the COMPANY HAS DEPENDED CAPITAL FULL AND ON TIME (AVOID PENALTIES)

Service of setting up a foreign-invested company of LHD Law Firm

Foreign investment consulting is the professional consulting segment of LHD Firm. Over 15 years of work, we have completed legal work for more than 6,800 projects for businesses and individuals from 32 countries around the world.

LHD Law Firm is rated in the top 10 leading law firms in Vietnam in terms of consulting on setting up foreign capital companies in Vietnam, ranked at Legal500 and Hg.org.

Services of LHD Law Firm → 

  • Advising on conditions for establishing foreign-invested companies for investors according to specific business fields or investors' nationality;
  • Consulting on selecting the correct type of company for investors: Limited liability company or Joint-stock company, head office address, capital, business lines, opening a capital transfer account, capital contribution term, etc
  • Guide investors to prepare necessary documents to establish a foreign-invested company;
  • Consulting, and drafting company establishment documents for investors;
  • Representing investors to work with competent Vietnamese state agencies in the process of establishing businesses for investors
  • Apply for a foreign loan for a business to borrow from a parent company or foreign organization.
  • Exhaustive advice on activities arising in the process of doing business in Vietnam for investors.

With experience and a professional service attitude, LHD Law Firm is committed to satisfying foreign investors in Vietnam.

Price: from 200 USD/100% Vietnam company, From $1,200 Up/foreign companies.

(License company in Vietnam has to obtain an Investment Registration Certificate (“IRC”) first for its “investment project”, then continue by obtaining an Enterprise Registration Certificate (“ERC”)

 

Set up company in vietnam

 
LHD LAW FIRM is the Top law firm cosulting for Expat in Viet Nam
 
According to the rankings of Legal500 and Hg.org, LHD Law Firm is one of the 10 leading legal services in Vietnam for our consultancy of establishing a foreign-owned capital business in our country. With 10-years experience in the field and the office system throughout the country: Ho Chi Minh City, Hanoi, Da Nang, Vung Tau, etc., LHD Law Firm takes pride in our commitment to satisfy our clients as foreign investors in Vietnam.

★ Client's of LHD Law Firm

With 15 years of experience in consulting foreign companies, LHD Law Firm has advised more than 6889 successful investment projects in Vietnam with a capital of more than 5 billion USD and clients from 32 countries... Below are our regular customers

CLIENT'S OF LHD LAW FIRM

★ HOW TO UNDERSTAND THE STANDARD? 

Investors choose investment industries because each industry will be clearly defined in the WTO commitments, and then study additional specialized laws (for example, real estate operations must have $20 billion) to know the choices, accuracy, and investment requirements.

After choosing a business line, switch to choosing the type of investment.

A common type of investment would be a limited liability company (one member and 2-50 members) or a joint-stock company.TYPE OF FOREIGN CAPITAL COMPANY ESTABLISHMENT

Generally, the choice of the type of foreign invested company establishment in Vietnam will have 3 main types.

1. Limited Liability Company (LLC) with one participant (For 1 individual investor or 1 investment organization)

2. LLC with 2-50 participants (for 2 or more individuals or 2 or more organizations or 1 individual + 1 organization)

3. A joint-stock company with 3 or more shareholders (for 3 or more natural persons or 3 or more organizations or 1 natural person + 2 organizations...)

☑ Set up A limited liability company with 100% foreign investors is established

  • THE ONE MEMBER LIMITED LIABILITY COMPANY
  • MULTI-MEMBER LIMITED LIABILITY COMPANY

☑ Set up Multi-member Limited Liability Company with foreign capital

1.   Multi-member limited liability company   is a company with from 02 to 50 participants who are organizations or individuals. A participant shall be liable for debts and other property obligations of the company to the extent of the amount of capital contributed to the company, except for the case specified in Article 47(4) of this Law. Contribution of a participant may be transferred only in accordance with provisions of Articles 51, 52 and 53 of this Law.

2.   Multi-member limited liability company shall have legal status from the date of issue of the certificate of incorporation of the company. 

3.   A Limited Liability Company with two or more partners shall not be entitled to issue shares, except in the case of transformation into a joint stock company.

4.     A limited liability company with two or more participants may issue bonds in accordance with this Law and other relevant laws; private placement of bonds shall comply with the provisions of Articles 128 and 129 of this Law.

Article 74: The one-member Limited Liability Company

1.   A One-member limited liability company shall be a company owned by an organization or natural person (Called “the owner of the company"). An owner of a company shall be responsible for debts of a company and other property obligations within the limits of the authorized capital of a company.

2.   A One-member Limited Liability Company shall have a legal status from the date of issue of the Certificate of business registration.

3.   One-member limited liability company may not issue shares, except in the case of transformation into a joint stock company.

4.    A One-member limited liability company may issue bonds in accordance with this Law and other relevant laws; private issuance of bonds in accordance with the provisions of Articles 128 and 129 of this Law.

☑ Set up a joint stock company with 100% foreign capital

Article 111. Joint stock companies

(1)  A joint stock company is a business that:

a) The share capital is divided into equal parts called shares.

b) The shareholders may be organizations or individuals; the minimum number of shareholders is 03, the maximum number is unlimited.

c) Shareholders are liable for debts and other property obligations of the company only within the limits of the amount of capital, contributed to the company.

d) The shareholders have the right to freely transfer the shares they own to other persons, except in the cases stipulated by clause 3 of Article 120 and clause 1 of Article 127 of this Law.

(2) A joint stock company has the legal status from the date of issuance of the business registration certificate.

(3) Joint-stock companies shall have the right to issue shares, bonds and other types of securities of the company.

When establishing a foreign corporation in Vietnam, what permits are required?

- Apply for provincial people's committee policy (except central cities)

- Investment Certificate (IRC)

- Business Registration Certificate (ERC)

- Business License → (If you have a retail business)

☑ Business license (BL)

1 #. Business License application file (BL)

Supplementing the business purpose of buying and selling goods and activities directly related to the buying and selling of goods is an adjustment to the business operating objectives, the dossier includes:

2 #. An investment examination dossier in accordance with the provisions of Government Decree No. 108/2006/ND-KP dated 22.09.2006, governing the implementation of several articles of the Investment Law.

The dossier for the issuance of a business license, as stated in Circular No. 09/2007/TT-BTM, shall include:

a)   An application for a business license shall be submitted on Form MD-1 issued with Circular No. 09/2007/TT-BTM.

b)   b) An explanation of the fulfillment of business conditions. The content of it shall be prepared in accordance with the appendix attached to this official dispatch.

c)   Written content of goods sales and activities directly related to goods sales: a clear indication of the type of activity - wholesale, retail, operating a retail store grouping of goods, commercial advertising; commercial inspection...

In the case where the project does not involve investment in the construction of facilities (not related to the construction of factories, installation of machinery and equipment for production), it is proposed to complement the sale of goods and services activities directly related to the sale of goods, in addition to the documents referred to in paragraphs 1 and 2 above, should be added to the file of the legal entity or appropriate papers confirming the capacity and experience of the owner of the investment in achieving operational goals.

Take note of the legal authority's licensing location

- Investment certificate evaluated and issued by the Department of Investment of the Department of Planning and Investment at the provincial level

- Business registration certificate evaluated and issued by the Department of Domestic Enterprises, Department of Planning, and Investment

- Business license issued by the Ministry of Industry and Trade

☖ ORDERING CONSULTING FOR THE CREATION OF A FOREIGN CAPITAL COMPANY

► Review the documents to be prepared, including LEGAL CONSULTATIONS (LAW, POLICY, TAXES, human resources...)

► After receiving the investment certificate, advice on how to obtain the business registration certificate.

► Advice and application for the Enterprise Certificate (ERC) and the Investment Certificate (IRC), in addition to the Business License issued by the Ministry of Industry and Trade (Business License)

► Consultation and production of a seal engraving and report using seal samples

► Regular legal advice after the opening of the business

► Legal advice about taxes, work permit, temporary residence card and child permit (if applicable)

► Support for the registration of trademarks, designs and inventions when required by businesses (LHD Law Firm is a representative of IP No. 146 the National Office of Intellectual Property NOIP)

☖ SERVICES TO BE AVAILED OF AFTER SETTING UP A FOREIGN CAPITAL COMPANY IN VIETNAM

►Advice on CIT, PIT, and monthly, quarterly and annual tax returns

►Social insurance consultation, salary calculation (payroll)

►Consulting for personnel selection in Vietnam

►Trademark, Design, and Invention Protection Consulting

►Consultation on labor law, taxation, and contracts in Vietnam

► Virtual office rental for companies with foreign capital to provide invoice redemption.

CONTACT US FOR SERVICES

Currently, LHD Law Firm has 3 offices in 3 major cities in Vietnam: Ho Chi Minh City, Hanoi and Da Nang.→ Over 6,800 clients from 32 countries around the world have trusted the services of LHD Law Firm for 15 years.

☼ 10 BARRIER WE WILL REMOVE WHEN CLIENTS USE THE SERVICES OF LHD LAW FIRM

→ Vietnam is considered an attractive place to invest...Foreign investors that want to do business in Vietnam, on the other hand, must consider the following ten major obstacles 

1. First, under Vietnamese law, there are investment conditions for foreign investors. The 2014 Investment Law lists 267 conditional investment areas in Appendix 1, which are detailed in specialized laws governing specific industries or in international commitments, such as WTO commitments. Accordingly, there are restrictions for foreign investors to invest in Vietnam.

2. Second, foreign investors may be subject to a number of taxes, namely corporate income tax, value added tax, special consumption tax, and import and export tax. Taxation is one of the most cumbersome business processes in Vietnam, as it requires a significant investment of time and money from foreign investors.

3. Third, obtaining work licenses for foreign workers in Vietnam might be difficult. Generally, foreign workers who work for more than 3 months are required to obtain a work permit. The employer is responsible for these procedures. Employers must submit a yearly report demonstrating their need for foreign workers as part of the pre-employment procedures. A work permit only has a two-year validity period. After that, there will be conditions for renewing the license.

4. Fourth, intellectual property protection can be a problem when foreign investors plan to invest in Vietnam. Vietnam has access to various international treaties related to intellectual property. In addition, a wide range of intellectual property rights are recognized and protected under Vietnamese law, including copyrights, trademarks, industrial designs and inventions. In practice, violations of intellectual property rights are frequent and the procedures required to protect foreign investors' intellectual property rights can be extremely time-consuming.

5. Fifth, the new 2018 Competition Law, effective July 1, 2019, clearly expands its scope to include all practices that have or may have a restraining effect on competition in the Vietnamese market. There have been many changes from the old law, especially for foreign investors investing in Vietnam. Therefore, foreign investors doing business in Vietnam should pay attention to this issue in order not to violate the law.

6. Sixth, it is not easy to get a construction permit in Vietnam. Foreign investors have to work with many authorities, such as the Department of Construction, the Department of Fire Safety, the Department of Natural Resources and Environment and Urban Affairs.

7. Seventh, Vietnam's banking and financial industries are still tightly controlled. Foreign investors cannot establish a financial company in the form of a joint stock company through investment in Vietnam. In addition, a foreign investor purchasing shares in a limited financial company must not be a strategic shareholder, owner or founding member of any other credit institution in Vietnam.

8. Eighth, naturalization rights in Vietnam are limited. According to the Vietnamese Constitution, all land is the common property of all Vietnamese people.

9. Ninth, sustainable development is gradually gaining public interest. The Vietnamese government is drafting a law on environmental protection. Foreign investors are responsible for more activities, such as implementing environmental protection measures in the manner specified in their environmental impact assessment report or environmental protection plan. All large investment projects require an approved environmental impact assessment report, which increases the efforts of foreign investors.

10. Tenth (last), when disputes arise over investment projects during the investment process in Vietnam, questions about the applicable law and dispute resolution forum often discourage foreign investors. Getting it right can have a big impact on their case. Fortunately, foreign investors can turn to a law firm to help with all the above.

☑ Steps to work with LHD Law Firm

Step 1: Get Legal Advice English - Vietnamese

Meet with an attorney. We get legal advice on the type of business best suited to your situation.

Step 2: Find office space and legal representation for your business (if there is no available LHD office)

Then find an office space so that your business not only has a place of business, but also a specific office address required by the government to apply for a business license. If you are not the legal representative for your business, you need to find a trusted partner.

Step 3: Apply for a business license (IRC, ERC or BL)

Prepare all the necessary documents and make sure that you meet all the necessary requirements before applying for a business license. Expect a 15-day waiting period for a Vietnamese-owned company and a 60-day waiting period for a foreign company.

Step 4: Legal and tax advice for foreign companies after establishment

Running your Vietnamese business now has the ability to hire employees and enter into business contracts. There are several things you need to do, such as obtaining your company seal, applying for a tax identification number, opening a company bank account, and publicly announcing your incorporation. Periodic duties include employee tax, accounting  report and insurance payments.

(In addition to legal advice, we also provide accounting services for companies with foreign capital for these companies)

☑ Why Choose LHD Law Firm

Everything we do at LHD Law Firm is focused on assisting your business through our investment law expertise and local business experience in Vietnam.

So that your enterprise can grow and expand quickly and avoiding the costly traps that many start-up investors fall into at the hands of unscrupulous lawyers and agents.

How we accomplish this.

We offer the best investment legal service in Vietnam, as well as a wide choice of INDIVIDUAL AND ECONOMIC EFFECTIVE SOLUTIONS for starting a business in Vietnam or managing an existing one.

What we can do ...

Consulting on the establishment of foreign-owned companies in Vietnam, consulting on the establishment of Vietnamese factories and consulting on industrial production, sourcing Vietnam, supporting business registration, accounting, and tax compliance through information intelligence, low-cost operational setup, HR & admin, government liaison services, director services, country representation/management services for M&A, and much more...

→ Senior lawyer LAW FIRM

Lawyer: Thanh Thuy (email: all@lhdfirm.com) 

→ 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 15 years...

Lawyer: Phuong Khanh (email: hanoi@lhdfirm.com)

→ Lawyer specializing in advising on setting up foreign capital companies in Hanoi

She has a master's degree in Commercial Law from Hanoi Law University.

The language of consultation is English and Vietnamese

A senior associate at LHD firm in Hanoi, she has 15 years of experience in foreign investment consulting, having implemented more than 2,466 projects in Vietnam.

YOU ONLY NEED TO PREPARE YOUR FINANCIAL AND BUSINESS STRATEGY; WE WILL SUPPORT YOU WITH A COMPLETE PLAN AND LEGAL WORK IN VIETNAM

In order to seek further advice or request service Setup company in Vietnam, Contract us by → 

☎: +842822612929 (Ho Chi Minh)  +842422612929 (Ha Noi) +8402366532929 (Da Nang) 

Call, iMessage,  SMS, WhatsApp, Viber, Zalo: +84931767568

FAQs

What form to set up a business in Vietnam?

In this article, we discuss the establishment requirements, common purposes, as well as the pros and cons for the following foreign investment vehicles:

  • Limited liability companies
  • Joint-stock companies
  • Partnership companies
  • Representative offices
  • Branch offices
  • Business cooperation contracts
  • Specific authorized projects

How to start a business in Vietnam as a foreigner?

Any business must be registered as a company to benefit from a legal existence in Vietnam. Registration provides a document certifying the existence of the company, called an ERC “Enterprise registration certificate.”

Foreign-owned companies, with the majority of whose capital is owned by a foreigner, further requires obtaining an investment certificate, called an IRC for “investment registration certificate.” The IRC is obtained by filing out an application with the government departments concerned (i.e. Department of Planning and Investment of Provinces/Cities)

Why start a business in Vietnam?

Vietnam has many advantages for foreign investment. First of all, it has  a large market of 90 million inhabitants and domestic consumption appears strong. The economy of this country is young and constantly open to internationalisation, welcoming more and more foreign investors. Growth continues at a high rate. One will also notice a Chinese investment shift towards Vietnam. In addition, the workforce is young, dynamic and inexpensive and the cost of living is low.

#4. Limited Liability Companies in Viet Nam?

100 percent FOEs and JVEs can be established as limited liability companies. In an LLC, members are only liable for the debts of the company to the extent of the capital contribution they have poured into the company.

There is usually no minimum capital requirement for foreign investors that intend to establish an LLC in Vietnam, although authorities will expect the investor to commit a reasonable amount of charter capital according to the scale and business scope of the project.

An LLC can consist of a single member or multiple members, but the total number of members cannot exceed 50. Investors can be corporations or individuals.

Note: An LLC cannot issue shares.

#5. Joint-stock Companies in Viet Nam?

FOEs and JVEs can also be established as joint-stock companies. A JSC can issue securities and bonds, so investors will often choose this form if they plan to go public in the future.

The JSC’s charter capital is composed of shares belonging to founding shareholders in proportion to the capital they have subscribed. There is no minimum requirement for the charter capital of the foreign investors.

A JSC is required to have at least three shareholders. There is no limitation on the maximum number of shareholders, nor on their nature – they can be individuals or institutions, Vietnamese or foreigners.

Representative Offices

In contrast to JVs and 100 percent FOEs, a representative office (RO) is forbidden from conducting any revenue-generating activities. Rather, ROs are permitted to conduct market research, serve as a liaison with an overseas parent company and/or serve other supporting roles such as ensuring quality control, acting as a product showroom and helping to facilitate the execution of the contracts of the parent company. Unlike in certain other Asian countries, ROs in Vietnam are permitted to hire staff directly, both Vietnamese and expatriate.

52 comment at post
  1. Visitor
    Rai
    26/06/2019

    Hello. We want open small trading license ( export import ) Fruits and vegetables , garments, footwear’s Kindly advise the legal rules Company registration set up charges. Thank you.

  2. Visitor
    Vila Hulk
    30/07/2018

    Dear Sir/Madam, Hi, Its Shirin from Iran Maxgroupint . Actually we want to set up a virtual office in Ho Chi Minh city . For this issue, we need to have below info: 1- Having independent and reliable information reports about Ho Chi Minh city firms 2- Reduce credit risk and improve knowledge about business in Ho Chi Minh city 3- Propose valuable information to make the right business decision 4- Reduce commercial and financial risk 5- Monitoring and benchmark market competitors in Ho Chi Minh city and find commercial insight, financial data, shareholders and directors,... 6- Publishing job vacancy on your local newspapers in order to employ a female staff, she should be known English well and has experience in field of business 7- Getting full authorization and banking from her 8- Not paying custom duty 9- Paying less Tax Fee 10- Consultancy on taxation and peculiarities of doing business in Ho Chi Minh city; 11- Consultancy on taxation of dividends of foreign participants (founders); Set up a company AND Working permit · Drafting and notarizing the documents, · Company name approval, · Payment of the registration fee, · Registering in the executive office; · Registering in the taxation office and social insurance offices, · Opening a bank account. Licensing · Consultation on the questions of licensing; · Preparation of all necessary documents and their assignment into a correspondent state structure; · Obtaining a license and handling it to a client. Please kindly let us have your comment and advise . Awaiting for your kind and soonest reply.

  3. Visitor
    Sergio. Mora
    30/10/2018

    I would like to open up a security company have many experiences experience as security guard what is the initial capital I have to put in so I can get a return on my investment 0992627z@gmail.com Sergio. Mora

  4. Visitor
    Tony Will
    22/10/2018

    How are you? Thank you for your patience and understanding. I'd like to have a short meeting (30-40min) with you to get to know LHD further more and discuss some questions as: Cooperate structure when having different investment partners Required documents estimated timeline Any outstanding points that need attention If possible this afternoon or Tuesday/Wednesday this week in HCMC. Looking forward to hear from you.

  5. Visitor
    James Pham
    01/11/2018

    Dear LHD Firm Thanks for infomation Great advice, Fred! I have a friend who got scammed because the person who she was dealing with (and thought was the owner – he produced copies of paperwork) wasn’t the real owner.

  6. Visitor
    Chris
    01/11/2018

    I have a question. How to legally protect yourself from greedy landlords once they have seen your business is successful and how to stop copycats stealing your ideas and using them for profit? Eg someone copying your business?

  7. Visitor
    Join
    01/11/2018

    hi, it is 2017 now. any update on this issue – starting a small coffee shop in ho cm city. Is it still so trouble-some and risky about being scammed?

  8. Visitor
    Vincen Tan
    01/11/2018

    My friend a legal citizen of Singapore wanted to open a Used Piano musical instrument shop or store in Viet Nam and would require importing via container (the pianos) from Singapore. We would like to ask what are the requirements. Thank you and kind regards. Vins

  9. Visitor
    Assems
    02/11/2018

    Set up a new company in Vietnam Hello, My name is Assem. Im present company based in USA. We are looking for a lawyer or company which will provide us services: 1) setting up a LLC in Vietnam 2) the first tax registration The business lines need to include the trading business and tourism development management consulting services. Please advise if you can help us with that. Thanks in advance

  10. Visitor
    Koki nin
    03/11/2018

    We want to Setup a company in VietNam with trading, pls send me the Quotation and Fee ? Thanks

  11. Visitor
    denis
    05/11/2018

    Hi, Denis Voight is my name from Uc. I live in VN just on 10 years. I have a Work Permit and Resident Card here in Dong Nhi. I work as an Native Speaking English tutor for a Language Center (and some private students) My income is enough for my living but not for accumulating wealth. I am 66 years old in good health In my 10 years here I have had 10 residential addresses!!! Some places i signed for I was not permitted to move into! You see people do not want to Register me with the police. It is the Law and makes things safer for me too - but... Resident Card expires next November 2019. I have had enough of the 'gypsy life' and will give up going home. However I prefer to live in Viet Nam, its safe, people are kind (well to me) even 3 cats moved into my house! BUT with out a place to stay.... A friend suggested I look at setting up a private Company (or even with a trusted family here) The Vietnamese Company can buy a land for its business (a house where I can live) I would be the Director. Could the company also heir me out to teach? I guess I would need to have a work permit being a foreigner employed by my company??? So my company would exist to provide Native Speaking people to work or tutor in English. Now some months i earn 5 mill VND, others 10 depending and occasionally 12 million. As I am retired in Aust I use a self funded 'pension' investment trust, It 'pays me' just under $2000 Aust per month from my investments, rent from my house, drawing on my Super Fund. while Becoming a Company will permit me to 'settle down, how will it effect my residency? If the Company does not succeed in hieing myself or others out what will happen, I mean if it generates no income! In effect can it be a means to retire here? Can the Company also 'invest' in other areas say buy and sell art, invest in friends business, even buy and later sell land! I would be lost complying with tax regulations requirements so look for a company to do that but at what costs? It may cost more than my retirement income would permit. The final question is what happens when some day I 'sell up' to return to Australia? Can my money be sent back? I will need it to pay for the retirement hospital! Or should I die while here how will the company be wound up and the funds returned to my estate to be distributed according to my Last Will ? Thank you for your consideration, it may not be practical but a close friend suggested I ask the professionals. Viet Nam is a good place to live regards denis

  12. Visitor
    David Bil
    22/11/2018

    We recently allowed our rep office license to lapse as we are changing to a Vietnam registered company. I was informed recently the max % of foreign owner was 35%. I have always been told by my people we needed to have majority shareholding by Vietnam national. 51% by Vietnamese and 49% by an Australian passport holder has been the plan. Hearing only 35% was possible was a surprise. Can you please advise what would be the steps and approx costs for a 100% foreign owned company. We are a small team with annual revenue of A$600k so we are by no means a multi-national. Hence a massive investment to set this up would not be possible. We are a software company and only have the offices in hcmc to hire development staff. We are up to date with all social insurances and taxes. Many Thanks

  13. Visitor
    Kevin
    19/12/2018

    Dear Sirs, We are investors from Hong Kong and we would like to set up a Cayman private equity fund investing in Vietnam real estate market. We plan to buy land with great appreciation potential, build residential or commercial building on the land and resale it in few years time. We have following questions would like to seek your advice:- Investment Registration Certificate (IRC) and Enterprise Registration Certificate(ERC) We understand that we are required to apply for Investment Registration Certificate and Enterprise Registration Certificate in order to establish a foreign owned entity in Vietnam. We have the following questions regarding to this issue:- 1. Can we set up a wholly foreign owned enterprise in real estate industry? 2. We understand that real estate is a conditional sector. Is there any foreign ownership limit for wholly foreign owned enterprise investing in Real estate? 3. Which corporate structure and company forms do you recommend us to use in Vietnam for our PE fund? Should we use joint stock company? Or a multiple member limited liability company? Or other company forms? We would appreciate if you can give us some reasoning behind your recommendation as well. 4. What other licenses do we need to apply for in order to conducting Real Estate business? How long does it take for applying such license? Land ownership restriction for foreign enterprise We understand that foreign invested enterprises cannot receive assignments of land use rights from existing land users except by way of capital contribution from a Vietnamese enterprise or as part of the purchase of residential housing or transfer of an entire real estate project. 5. Is our understanding correct? If yes, would it be possible if one of our partner (Vietnamese) set up a Vietnamese enterprise and use enterprise to acquire the land and set up a joint venture with us? What if our PE fund consist of a Vietnamese General partner, would this help us acquiring land use rights? 6. According to your experience, how can we overcome this limitation and acquire land usage right from existing land users? Can use appoint our Vietnamese partner to hold the land on behalf of us and sign a trust agreement with our Vietnamese counterpart and become the beneficial owner of the land like in common law countries? 7. In addition, what other ways can we acquire land for residential or commercial purpose? Transfer of Funding in and out of Vietnam We understand that Vietnam has foreign exchange control. 8. Can you explain on the process of transferring fund from our offshore bank account into Vietnam and how can we remit our revenue to our offshore bank accounts after exiting the current projects? Is there any restrictions that we need to aware of? 9. For our fund raising process, we often obtain initial drawdown and capital commitment from our limited partners. But we do not ask our limited partners to deposit the remaining commitment until we identify project and make capital calls. Can we transfer our funds into Vietnam via different phrases? Or is it compulsory for us to have the whole capital payment ready when we apply for IRC or ERC? Bank loans We understand that we can obtain loan from onshore and offshore lenders. 10. Is there any restrictions or important regulations that we should be aware of when obtaining loan for our fund? Taxation 11. What kind of tax will be applicable to our fund? 12. Is there any corporate structure that we can used for tax planning purpose? Costs 13. Can you advise on your costs and timeline for setting up our Vietnam investment vehicles, applying the IRC, ERC and other relevant licenses and any relevant advice for our PE fund? Thank you for your patient and we look forward to your reply. Best regards, Kelvin Co-Founder of Vhub

  14. Visitor
    Kilin
    02/01/2019

    I want set up a company in Viet Nam with manor it services ! Help send to us the Quotation

  15. Visitor
    Kilin
    02/01/2019

    I want set up a company in Viet Nam with manor it services ! Help send to us the Quotation

  16. Visitor
    Kilin
    02/01/2019

    I want set up a company in Viet Nam with manor it services ! Help send to us the Quotation

  17. Visitor
    Kilin
    02/01/2019

    I want set up a company in Viet Nam with manor it services ! Help send to us the Quotation

  18. Visitor
    Kilin
    02/01/2019

    I want set up a company in Viet Nam with manor it services ! Help send to us the Quotation

  19. Visitor
    Tesol
    26/02/2019

    Good Morning LHD Hooe you well. I would like to start an English Language centre in Saigon,Vietnam. I already have the premises,i just need to apply for the Business license and also get some insight about the laws on owning my own company and rights for me to work in Vietnam on Business License? Also regarding taxes,etc. Can you please give me all aspects and information!!!

  20. Visitor
    musa idris ibrahim
    02/03/2019

    I am looking for establishing a limited liability company in Vietnam on wood logs processing. I am doing timber business, teak and afzelia Africana wood logs, in South Sudan now.

  21. Visitor
    Arel
    19/03/2019

    Hi, I am planning to secure a license (100% Foreign Own) for a small Day Care English Language Center. If possible that I could include on business scope like of wholesale, retail Sale, Export

  22. Visitor
    Ceo Seyano
    21/03/2019

    Dear LHD Law Firm I have received the go-ahead from a client, a niche German med tech company, to do the groundwork for them to set up an own subsidiary in Vietnam. They already have an own rep office in HCMC. I would like to see if your firm can assist my client to set up an own subsidiary in VN. Specifically, I am looking at the following for my client: 1. Closure of their representative office 2. Setting up an own 100% subsidiary responsible for importation, marketing/sales, wholesaling 3. Requirements and estimated costs of the above I will be in HCMC from 25-27 March and would appreciate to meet you. In the meantime, can you kindly share your company’s profile and presentation please, including also work you have done in healthcare? Thank you

  23. Visitor
    Jenifer
    02/04/2019

    Hi, I came across your company from the website. As I will be in Hanoi next week, I would like to check if I could meet with someone at your office for the above matter. I would like to find out more on the types of set-up possible for foreign companies, the applicable taxes, time for new company set-up registration and the fees that your company charged for these services.

  24. Visitor
    Liu Xin
    22/05/2019

    Dear LHD Law Firm We have a company in China 1,Can we establish a limited liability company with 100% foreign investment funds in Vietnam under the name of Shenzhen Company of China? Need any investment projects? The conditions which related to the establishment of the company (such as regulatory funding requirements, bank deposits, rental contracts, etc.), time of registration company, management regulations and matters needing attention in the process of operation? Whether we establish a limited liability company with 100% of foreign investment funds under the name of our Shenzhen company in Hải Phòng Anyang Industrial Zone (this industrial zone is an industrial zone which cooperated by Shenzhen and Vietnam)has additional preferential policies? How long does it take to register a company and complete opening a company bank account? 2,As we mentioned, we have Hongkong company as well, we want to know whether there are some differences between 100% of foreign investment funds under our Shenzhen company and 100% of foreign investment funds under our Hongkong company? Which one can get more benefits and preferential policies? How long does it take to register a company and complete opening a company bank account? 3, We are also considering that Whether we can register this company by a Vietnamese and then we acquiring corporation with 100% foreign captical? Is there any advantage in this terms of conditions and schedule? Is there any additional risk? Do we need an investment project when acquiring by 100% foreign captical? If yes, how about the relevant conditions, schedule, operation management and points of attention? 4, At present, there is no production involved, but we are also considering that we may will build an assembly factory in the future in Vietnam, Whether we can set the office and warehouse in this industrial zone? Whether we can get some preferential policies in this industrial zone or in this province? 5, We want to seek advice of the appropriate way for our company to make business in Vietnam? 6, Whether your company has the person who can speak Chinese well for better communication? We are looking forward to receive your reply related to the initial consultation and the offer of company establishment consultation. We plan to visit your office to get the detail consultation and implementation by the end of May. Thank you!

  25. Visitor
    Natraja
    22/05/2019

    i am an indian national married to a vietnamese. if i want to setup a 100% foreign owned business in vietnam, what would be the minimum requirement on capital? and if i do it as partnership with my wife, what shud be the min capital?

  26. Visitor
    Mark Beaucy
    08/10/2019

    Good Day, I would like to enquire about the fees related to registering a 100% Foreign-Owned LLC (Trading) using your services and expertise. We are in the Fashion Supply Chain industry so the main role of the registered business in Vietnam (HCMC) would also need the appropriate licenses for: Import of Fabrics Export of Finished Garments Travel for work permit, opening of bank accounts, etc are not a problem as well. Please do let me know if you need more information. Many Thanks!

  27. Visitor
    Mark lee
    15/10/2019

    I'm am an indian national married to a vietnamese. if i want to setup a 100% foreign owned business in vietnam with scope of business import and export -> trading, what would be the minimum requirement on capital? and if i do it as partnership with my wife, what shud be the min capital?

  28. Visitor
    ALex Pin
    17/01/2020

    I AM AN UKRAINIAN ADVOCATE AND AN OFFICIAL REPRESENTATIVE OF UKRAINIAN INVESTORS IN VIETNAM. WE PLAN TO REGISTER FEW COMPANIES IN HO CHI MINH, AND LAUNCH A PROJECT - LENDING TO THE POPULATION. AS PART OF THE PROJECT, WE NEED TO GET ALL THE NECESSARY APPROVALS AND PERMITS IN VIETNAM. BELOW I HAVE LISTED THE NECESSARY STEPS FOR COMPLETING THE TASK: 1)CREDIT BROKER INCORPORATION (FOUNDER 100% FOREIGN LLC) PREPARING THE DOCUMENTS REQUIRED FOR CB INCORPORATION 1. PREPARING CB DOSSIER 2. PREPARING DOCUMENTS OF LEGAL REP 3. GETTING THE INVESTMENT REGISTRATION CERTIFICATE FOR CB (CB IRC) FROM THE DEPARTMENT OF PLANNING AND INVESTMENT (DPI) OF HO CHI MINH CITY 4. SUBMITTING CB DOSSIER TO DPI 5. GETTING THE RECEIPT OF APPLICATION FROM DPI 6. PREPARING THE DPI REQUEST FOR APPROVAL OF MINISTRIES: · INFORMATION AND COMMUNICATIONS, · INDUSTRY AND TRADE 7. GETTING APPROVALS AT MINISTRIES 8. ISSUING CB IRC BY DPI 9. GETTING ENTERPRISE REGISTRATION CERTIFICATE FOR CB (CB ERC) FROM PEOPLE’S COMMITTEE (PC) 10. PREPARING APPLICATION FORM FOR CB ERC 11. SUBMITTING CB DOSSIER TO PC, ISSUING CB ERC BY PC 12. GETTING CB TAX CODE 13. GETTING CB COMPANY SEAL 14. PROVIDING CB INITIAL TAX REPORTING 16. GETTING FOREIGN CONTRACTOR TAX FOR CB (CB FCT) CODE FROM TAX DEPARTMENT 17. MAKING THE CB RED INVOICE BOOK 2) DEBT COLLECTION COMPANY (FOUNDERS: 49% FOREIGN LLC, 51% 3 LOCAL INDIVIDUALS - THE SAME PROCEDURE AS CREDIT BROKER 3) POWN SHOP INCORPORATION (FOUNDER: DEBT COL COMPANY) 1. PREPARING THE PS DOSSIER 2. GETTING ENTERPRISE REGISTRATION CERTIFICATE FOR PS (PS ERC) FROM PEOPLE’S COMMITTEE (PC) 3. SUBMITTING PS DOSSIER TO PC 4. GETTING THE RECEIPT OF APPLICATION FROM PC 5. ISSUING PS ERC BY PC 6. GETTING PS COMPANY SEAL 7. PROVIDING PS INITIAL TAX REPORTING 8. OPENING PS BANKING ACCOUNTS (CURRENT, BUSINESS CARD) 9. GETTING SECURITY CERTIFICATE FOR PS (PS SC) FROM POLICE 10. PREPARING THE PS SECURITY CERTIFICATE DOSSIER 11. SUBMITTING PS SECURITY CERTIFICATE DOSSIER WITH POLICE 12. GETTING THE RECEIPT OF APPLICATION FROM POLICE 13. PASSING BY THE PS OFFICE CHECK BY POLICE 14. GETTING SC FOR PS (PS SC) FROM POLICE 15. GETTING FOREIGN CONTRACTOR TAX FOR PS (PS FCT) CODE FROM TAX DEPARTMENT 16. MAKING THE PS RED INVOICE BOOK QUESTIONS: - HOW MUCH TIME DO THESE PROCESSES TAKE FROM THE MOMENT OF SUBMISSION? - PLEASE GIVE AN ANSWER ON THE TIMING IN THE CONTEXT OF EACH PROCESS? - WHAT IS THE APPROXIMATE COST OF YOUR SERVICES FOR THE IMPLEMENTATION OF THESE PROCESSES?

  29. Visitor
    Mostafa Badr
    21/04/2020

    Hello, My boss is thinking about starting up an import/export company based in Vietnam. We would like to know if you could help us know more about the registration process and the paperwork. Thank you

  30. Visitor
    Chan
    09/06/2020

    Dear Sirs, We are considering two options of establishing company: 1. Establish Subsidiary under current Vietnam Office, location in Ho Chi Minh City. Business in airfreight, with little portion of sea freight. The current Vietnam office is a joint venture, 55% owned by us and 45% owned by the local partner. Our question is: - Does the taxation and Profit & Loss are independent from parent company? Or count under parent company? - To sign the official document, does it require all shareholder present at the same time? Is it acceptable if we sign the document separately and send via courier? - set up lead time and estimated cost 2. Establish foreign owned company, location in Ho Chi Minh City. Business in airfreight, with little portion of sea freight. Our question is: - To sign the official document, does it require all shareholder present at the same time? Is it acceptable if we sign the document separately and send via courier? - set up lead time and estimated cost If we hire the manager locally, what is the social security and medical insurance in % we need to provide? While if we provide the housing allowance, the amount will be calculated for personal income tax or corporate income tax? Please let us know the prelima

  31. Visitor
    Katie Nguyen
    09/06/2020

    Hi Sir/Madam, This is Katie from Sofeast. We are planning to set up a company in Ho Chi Minh City and hire 1 project manager, to start our services operations there. We’ll need advisory service at the start and probably along the way. Here is the situation: · We are a Hong Kong company with subsidiaries in mainland China. Owners are 2 French with a working visa in mainland China. · Our customers are foreign companies buying products from Asia. · Our activities in mainland China are (1) contract manufacturing on various hard goods including electronics, (2) import & export of materials and related project management, (3) consulting services. · More and more of our clients ask us about Vietnam, so we need to have a presence there very soon. Preferably in HCMC. · The plan would be to start with a small office and 1 employee, providing consulting services. It might grow quickly. · Within 6-12 months, we might start to do import & export of materials and manufacturing. It will have to be within the scope of activity of the company. · We also would like to know whether we can widen our business scope for example, electronic products in general + pet products + toys · We are planning to hire a lady who happens to have some experience in filing the paperwork for setting up the company, but we’d need a lawyer to set the action plan first and then a lawyer or a paralegal to review all this along the way. · The French CEO never have plan to relocate permanently to Vietnam. Please let us know if your firm can help. Thank you. Katie Nguyen

  32. Visitor
    Daniel
    17/06/2020

    Dear Sir, We are interested in setting up a company Wholly foreign (HK)-owned enterprise (WFOE) in Vietnam’s city of Ho Chi Minh City District 1 and it will be subsidiary of AdTech Innovation Ltd. in Hong Kong. New company in Vietnam is an innovative technology-driven company and a provider of cloud-based software-as-a service (SaaS) solutions for local and regional businesses and agencies in maximizing digital marketing performance. We also provide performance-based digital marketing services to marketers in Vietnam. Moreover, in order to enhance our cloud-based AI powered tools, we will setup in-house R&D department to develop features and functions of the existing software and also develop new software in Vietnam. Our businesses in Hong Kong: (1) AdTech Innovation Ltd. Industry: IT AdTech Innovation Ltd. is an innovative technology-driven company and a provider of cloud-based software-as-a service (SaaS) solutions for local and regional businesses and agencies in maximizing digital marketing performance throughout Hong Kong, the PRC, Taiwan and Thailand. Websites: https://www.adtechinno.com/ (2) AsiaPac Net Media Ltd. Industry: Digital Marketing / Online Advertising A digital marketing agency head-quartered in HK, providing performance-based digital marketing service to marketers. Website: https://www.asiapac.com.hk/ We are looking for information about the followings, it would be grateful if you can advise on them. Many thanks! - What are the requirements and company formation procedure, how long does it take to incorporate the company? - Do we need apply for any license to operate a business of (1) IT & (2) Digital marketing / online advertising in Vietnam? How to apply it and what is the procedure, how long does it take to apply and which department shall I contact? - Can we request the financial year to end on 31 March? - Does the Vietnam government launched any promotion policy for supporting Wholly foreign (HK)-owned enterprise (WFOE) in Vietnam? E.g. tax promotion - Could our new company fulfil incentives for Research and Development? - How much do we set up a company wholly foreign (HK)-owned enterprise (WFOE) in HO Chi Minh City District 1? Best regards,

  33. Visitor
    Paris Tris
    25/09/2020

    Hi, I have some questions regarding licensing for a wholly foreign-owned LLC. They are: 1) Is more than one Licence is permitted upon incorporation (ie. Import / Export and E-commerce)? 2) Does E-commerce include/allow an online education business? Please email responses and we can talk further. Thanks,

  34. Visitor
    Green
    29/12/2021

    Hi LHD Law Firm We are from Malaysia and have been referred by Get from ... International Sdn Bhd to engage your service. Currently, we have a client that would like to setup a company in Vietnam As such, we would like to get a quotation from you on incorporation including the local regulation requirement on foreign owned entity in your country. Below are information that our client have communicated and would want to clarify before they proceed with the incorporation as follows: Was there any restriction in setting up peer-to-peer (“P2P”) company in Vietnam which includes licensing requirement, minimum paid up and any other requirement; What is the % of shares that the local shareholder required to hold for a foreign entity; Any local director requirement in Vietnam, if yes please include a quote on nominee director; and The company is looking into transferring shares time to time, will you be able to provide this service seamlessly?. Please do not hesitate to contact me at +6012-9274455 (Whatsapp) if you have any further clarification required.

  35. Visitor
    Zhao Mei
    29/12/2021

    Hi there, could you please explain your needs and goals for setting your business in Vietnam? So I can assist you accordingly. Kindly buzz me if you need any advice and help on this :)

  36. Visitor
    Verron
    29/12/2021

    How do I start a business in Vietnam as a foreigner? Originally Answered: How do foreigners open a company in Vietnam? Is is VERY difficult for a non-national to start a company in Vietnam & the rules & regulations attached to it are “mind-blowingly” convoluted & complex. Do your due diligence & research, research, research, then do some more research…! Then plan, plan, plan & do some more planning. If you don’t speak the language, you are increasing the difficulty even more. If you are not good at networking, forget it. Whereas in the west it’s; “Lets do some business & along the way we’ll get to know each other” “In Vietnam it’s, lets get to know each other, then maybe well do some business” Get used to the term “facilitation” payments In regard to setting up, there are different rules that apply to different types of companies/industries. In some cases certain business types are not permitted if you are a foreigner & in other cases it is a legal requirement to have a Vietnamese business partner, who has to have 51% ownership. Also if you intend to send profits off-shore it gets more complicated. Salaries paid to a foreigner attracts about a 30% tax rate, taking dividends from a company will also attract a higher tax rate Creating a company in Vietnam is way more complex than in countries like the US, Australia or Singapore. Vietnam requires multiple layers of restrictions, verification and review. Please heed my words; you either have to be one of the bravest entrepreneurs on the planet, the type of person that can overcome ANY & EVERY obstacle known to man, or you are certifiably insane. I have listed some of the general requirements below, this is by no means an exhaustive list It may take up to 3 months for the creation of a new foreign-owned company. In practice, much of this time may be required to get the necessary documents. Certain documents will need to be authorized both in your home country and locally in Vietnam. A typical foreign entrepreneur will seek assistance to identify the relevant type of company to register, gather and translate any documents, and engage with authorities throughout the application process. Foreigners also tend to need assistance to open the required bank accounts. Company registration costs depend on the specific type of business you are opening in Vietnam. The Department of Planning and Investment will review your application and will consider the capital necessary for the business to be established. The minimum capital requirements vary depending on the type of business you intend on opening. Some businesses may require licenses to operate. Total costs can vary, but for a foreign entrepreneur seeking a new software development company, assume you’ll incur up to $5,000 USD in fees, with a minimum capital value of $10,000 USD. This capital needs to be settled into a bank account in Vietnam and you can then start using it for company expenses once the registration is complete and local bank accounts have been set up. Taxes Your startup company in Vietnam will need to pay several types of tax: Business license tax. This is charged right after your company is registered, and then paid on an annual basis thereafter. For a typical small-capital company, the business license tax is 2m VND per year ($85 USD). Value Added Tax (VAT): generally assume 10% on most transactions, but the actual rate depends on the product or service your company is using. This can be debited and credited. Company income tax (CIT): the tax rate is 20% on company profits, but there are some exemptions. For example, software development companies may gain an incentive tax rate and there is discussion of lower tax rates for SMEs. If you’re purchasing services from a foreign contractor, you will also need to consider Foreign Contractor Tax (FCT). The specific tax rate depends on the service and your company will pay directly to the government on behalf of the foreign contractor. Don’t forget labor taxes paid by employers. Each month, an employer is required to pay several forms of social security related to its employees. Social insurances are 17.5% of their gross monthly salary. A further 3% is charged for health insurance, 1% for unemployment insurance and 2 % for trade unions. Finally, your employees are also obligated to pay personal income taxes and insurance. These are separate and additional to the labor taxes paid by the employer (mentioned above), but there can be an expectation by employees that the company will also bear the cost of their obligations. Employees will often negotiate on the basis of a net pay. While this attitude is changing, beware of this expectation during salary negotiations. I do hope this helps…?

  37. Visitor
    Jack lee
    29/06/2022

    Dear LHD Law Firm To whom it may concern I have visited LHD Law Firm website, and overall understand the services provided for Foreign Companies to enter the Vietnam Market. We need your professional advice on doing business in Vietnam. Firstly we need to know for FDI foreign company can have the business license for trading and distribution for Tobacco products (Cigarette, Cigar, etc) and Alcohol products (wine, beer, liquor etc) For eg : a) can import b) can trading and distribution locally Please kindly provide us service fees as followed: 1) Incorporate services company including import and export. 2) Incorporate distribution company for consumer products (cosmetic and food supplement) 3) Products imports documentation (cosmetic and food supplement) 4) Pattern / trademark / brands name registration 5) Virtual Office registration 6) Accounting services (including tax submission) 7) HR services -Payroll If I have missed out important information needed please kindly advise me. Regards

  38. Visitor
    Alerona
    28/06/2022

    Dear LHD Law Firm I would like to register an LLC in Vietnam. I have perused your website and seen some of the costs of setting up a foreign company in Vietnam but would like a full quotation. My company will be a social media startup located in Ho Chi Minh City, a single member company. I do not have a registered office at the moment nor a legal representative. I am presently based in Lagos, Nigeria. Regard, Alerona

  39. Visitor
    Laura
    28/06/2022

    Dear LHD Law Firm Further to our meeting this morning, discuss about establish a new business on each item of service charge :-. Apply investment registration certificate Ø Invest capital in USD30,000 Ø Viral office Ø Accounting services Apply for enterprise registration certificate Apply for business license Ø such as retailer, wholesaler, import & export trading Application & registration period : about 2-3 months Please share your partner information in Hong Kong & Singapore You will email the above cost & detail by email tomorrow. Thank you so much & hope to cooperate with your company soon.

  40. Visitor
    Alex J
    05/07/2022

    Can foreigners start a business in Ho Chi Minh?, can they open a bar or coffee shop/restaurant in HCM ? Alex J

  41. Visitor
    Paul A
    13/07/2022

    Hi LHD Law Firm After looking your company website www.en.luathongduc.com we lookup and read content - Our company is now looking at setting importing and distribution of the food supplements products (Vitamins) 100% FDI. We will import the food supplements products to Vietnam and do distribution locally. Please kindly advise us on the cost of setting up the company and any license requirements. Regards

  42. Visitor
    Lewis Grey
    14/07/2022

    Dear LHD Law Firm Ellip Capital is interested in Setting up a company in Vietnam to do Business and investment in the financial sector. Request you to please guide us as to the legal framework and the cost of setting up the company.The cost should also include rentals for office and any other hidden cost. Regards,

  43. Visitor
    David Mei
    29/08/2022

    We want starting a business in Vietnam, As a Foreign with scope of buisness Education Ha Noi VietNam ? Guide and Prices ? Times for setup and Tax ?

  44. Visitor
    gopaly
    20/09/2022

    Name: Gopaly Email: go@hotmail.com Điện thoại: 78292401119000 Tiêu đề: Mr Nội dung: Hello, I'm from India. We are planning to setup IT-Company in Vietnam. In this regard, can you help us with the process and time it takes to complete the process. Our preferred locations : HCMC / HaNoi. Our nature of work : IT When are we looking at this : This July month

  45. Visitor
    Victor
    20/10/2022

    Hello Dears I am looking to open my own company in Hanoi (LLC), can you help me with that? Which information do you need and what is the cost?

  46. Visitor
    David Jame
    22/11/2022

    Hi LHD Law Firm I want to make Vietnam my home. I am interested in starting a business (LLC) particularly in trading but open to ideas. However, now also seems to be a good time for me to build a strong foundation in the country as I have few responsibilities, can take the opportunity to wait for markets to recover, and prepare for investment by learning the Vietnamese language and economy, as well as meeting other personal goals. But I need time and stability to do this and temporary visas make this difficult. I would like to get a TRC or other long term visa so I can get a stable residence and build lasting connections. And so I am contacting you to see if you can help me explore my options. I have sold my house and left my job in the US and am on a tourist visa in Vietnam currently. The visa expires the 27th. I am in Da Nang this week and will return to HCMC at the weekend for the remainder of my visa. I am open to making an investment soon if that is the best way and the opportunity is good. But as I say, I want to consider all options. Thank you in advance for your advice.

  47. Visitor
    Kim
    29/11/2022

    Hi, I am currently in UAE so please contact me in zalo number +84 925139355.My partner comes from UAE who wants open company with me - I am Vietnamese living in Vietnam. We want to form LLC company.

  48. Visitor
    Lee San Hoo
    24/06/2022

    I'm Korea Lee San Hoo I have office for housing design and drawing cad in Japan. I stay HCMc now. Establish a company in Ho Chi Minh. ・ A consultant whose CAD and drawing company in Vietnam receives orders for CAD drawing work from Japanese housing companies and design companies. ・ I am the only employee at the time of establishment ・ I am the only shareholder at the time of establishment ・ Registration at the rental office Please tell me the cost and period when requesting the establishment of a company here.

  49. Visitor
    Frans
    08/12/2022

    frans11:51 AM hello i want to setup 100% foreign company in vietnam for the purpose of : - trading company and import export - marketplace operator

  50. Visitor
    2373445166
    08/12/2022

    I am looking to establish a whole foreign owned company in vietnam ,can you help me? it is business compay .our company is registered in singapore

  51. Visitor
    Me Me
    08/12/2022

    Dear LHD Law Firm I want to start a business in Vietnam. I am translating my message into English for you. I do not speak English and my speaking Vietnamese voice is not good. But I type, slowly be okay. I want to start an IT computer online business in Vietnam. I am a middle-aged physically disabled Vietnamese woman. I live in my wheelchair. I cannot use my legs and one arm is mostly useless. My mind is good but my speech is poor because of childhood polio. My abusive parents did not vaccinate me. But I have now been full covid-19 vaccinated with the help of my boyfriend to transported me. The business model is an online service: Possibly an LLC business? My business will be a computer programming service, and computer design for websites. I am a an adequate ColdFusion programmer. I had plenty of time to learn doing nothing in a wheelchair but study and learn. I have designed and maintained websites for the last few years. Now I want to be paid. My disability does NOT keep me from creating functional websites and using Microsoft SQL databases, SSMS, Dreamweaver to code, and an assortment of other software and hardware. I am not anywhere near perfect but I am a decent programmer using ColdFusion and setting up Windows Servers and designing SQL databases. There will be only me in the company and possibly one employee. I believe I will not need additional capital to open the business. Just me and my computer and software. I have all software and hardware. I have a good Wi-Fi connection. I was told and also read that this kind of company can be registered and authorized for less than vnd 12 million or about $500 US or less, not including your fee. Less would be very good! The location of the business is a home office in Dalat, Vietnam. All work will be done online by me and in the future, maybe one employee. I will have no partners so this will be a 100% owned Vietnamese company. I have all my legal Vietnamese government documents, photo ID, birth certificate, and health papers if needed. My business will use a dedicated domain website such as at "www.code1.vn" (currently available to register so the domain does not yet exist). You can best contact me by replying to this email. I think that is the only way. Talking on a phone is very difficult. 1. How do I get started? 2. Do you have any questions about me? 3. What do you expect will be your cost? 4. And what is the cost of registering and filing this business in Vietnam? 5. What do you imagine the total cost will be?

  52. Visitor
    KAZ
    09/12/2022

    Dear Sirs, We are Kai LLC, headquartered in Hong Kong, with offices in Beijing, Shenzhen, Shanghai, Taipei, Singapore, New York, London, Tokyo and Kuala Lumpur. We are helping our clients in the areas of company formation and registration, tax filing and planning, audit and assurance, merger and acquisition, intellectual property, human resources management, visa and immigration services and many others One of our clients is planning to set up a company/subsidiary in Vietnam, and the shareholders of the proposed Vietnam company are a HK local company and a Chinese national. The main business of the proposed Vietnam company: (1) sales of medical devices; (2) use of AI medical devices (including hardware fundus camera and software) to screen for chronic diseases (cataracts, glaucoma, hypertension, diabetes, arteriosclerosis, etc.) and issue health assessment reports. As we have no local office in Vietnam and would like to set up cooperation relations with local trustable law firms like yours. We are writing to inquire if you could assist our client to handle the company formation, apply for medical devices registration and other permit if required? If yes, please share with us your detailed quotation and the time frame for the registration process, thank you very much! Furthermore, below are the key concerns of the client, we appreciate if you could check and let us have your comments: Client’s business will involve AI medical device registration and operation in Vietnam, please advise if such business activities are allowed to be conducted by 100% foreign owned/invested companies in Vietnam? Client’s business operation will involve the collection and storage of users’ data, including users’ name, mobile number and retinal image used for forwarding health assessment reports, can these business activities be conducted by 100% foreign owned/invested company in Vietnam? Any special license/permit is required for data collection and usage, i.e. ICP license? Is it a must to set up server in Vietnam locally? Must the data be kept in Vietnam locally? As the ultimate beneficiary will be Chinese company or nationals, is there any limit on the company formation and special license/permit application in Vietnam? Thank you very much and look forward to having a chance to work with you! Best Regards,

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