FAQs

This FAQ section is designed to provide an intensive list of the questions most frequently asked by our foreign clients about the process of establishing a company in Vietnam. If you could not find the right answer to your question here, please do not hesitate to email us at contact@lts.com.vn or call us immediately to get our 24/7 customer support. Please click Vietnam Company Formation for more details.

Set up a company in Vietnam? Here’s the only Vietnam company formation guide you’ll ever need.

What does the Vietnamese company formation process look like?

We will help you apply for an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) and once they have all been issued, your Vietnamese company is operational.

At first, you will send us a scanned copy of passports and other details on a director and shareholders, capital amount, company names, business activities, company address. We will check if your proposed company names and business activities are available before preparing all draft application documents.

We will have the draft application documents sent to you via email. You will have them printed out, signed and returned to us together with other documents prepared by you (notarized copies of passports, proof of funds, and proof of company address).

We will check and establish an application file before filing it to a relevant Department of Planning and Investment (a local government agency of a city/ province that registers Vietnamese companies).

What is an Enterprise Registration Certificate (ERC)?

It is a legal document that every Vietnam company must-have. It states all the particulars of your Vietnam company. It is issued by a provincial Department of Planning and Industry (DPI) without a set validity period.

Do I need a company address in Vietnam?

Yes, of course. All Vietnamese companies must have a local registered address. If you don’t have one already, use our virtual address service. We will help you handle your incoming letters, scan and store them in your LTS LAW account so you have easy access to all your documents.

What is an Investment Registration Certificate (IRC)?

It is a legal document that every foreigner or foreign company must obtain when they want to incorporate a new company in Vietnam. Its term of validity is usually less than 50 years and can be renewed upon its expiry, except for certain special cases where the term could be up to 70 years.

You are not required to apply for an Investment Registration Certificate (IRC) if you acquire shares/ owners’ equity in an existing Vietnam company. In such a case, you must obtain a prior written approval for such acquisition from the local Department of Planning and Investment (DPI).

How long does it take a foreigner to establish a company in Vietnam?

Once all the applications and supporting documents are ready and in order on our end, it usually takes us about 3 weeks in total to set up a Vietnam company.

The breakdown of the timelimit is as follows: the first 2 weeks for obtaining an Investment Registration Certificate (IRC) and another 1 week to get an Enterprise Registration Certificate (ERC).

The sooner you provide us with the required details and documents, the sooner you will be able to form a company in Vietnam.

The starting point of the timelimit much depends on the availability of the the details and documents to be provided by you.

Vietnam Company Formation Services

What is the minimum amount of capital required to form a company in Vietnam?

There is no requirement on the minimum amount of capital to set up a company in Vietnam, except for certain business activities that requires a legal capital. For instance, a real estate company must have a registered capital of VND 20 billion or more.

We will advise you about the minimum capital on a case-by-case basis. If you want to decrease or increase the capital amount in the future, LTS LAW will advise if so required.

Is it compulsory to have a local shareholder for a Vietnam company?

No, it is not, except for certain business activities that require the certain percentage of local ownership in Vietnam companies.

Is it required to have a local director for a Vietnam company?

No. You don’t need to have any local director in order to form a company in Vietnam.

Must a foreigner visit Vietnam to incorporate a Vietnam company?

Not at all! You can remotely handle Vietnam company incorporation by way of hiring LTS LAW for the purpose. All you have to do is to provide us with all company details as well as documents in hard copy as so advised by LTS LAW.

Is it mandatory to open a corporate bank account in Vietnam?

Yes, of course. Your Vietnam company must open a “foreign direct investment account” at a Vietnam bank to receive your capital contribution. It also must open a VND current account as well.

Will my Vietnam company get personalized support from LTS LAW?

Engaging LTS LAW to incorporate a company in Vietnam will get you dedicated support (24/7) from qualified lawyers and professionals assigned to you. Our seasoned staff will help you handle all Vietnam company incorporation issues on a case-by-case basis.

After the Vietnam company incorporation, LTS LAW could further assist you in proceeding with any additional registration if so required by law.

Does LTS LAW provide Vietnam company secretary services?

Yes, we do. LTS LAW does provide Vietnam company secretary services to its clients as part of its consulting services. Unlike other jurisdictions, a company in Vietnam is not required to appoint a qualified company secretary.

We can handle your Vietnam company’s statutory compliance matters by informing the shareholders and the director of the Vietnam company about due dates as well as maintaining statutory registers, company documents and preparing corporate documents if so required.

Will a compulsory registration of change to corporate matters take a long time?

No, it will take not that much time if you hire LTS LAW to help you proceed with the registration. When you want to register a mandatory change to your company’s Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC), send relevant details to us and we will do the rest for you.

Is a Vietnam company allowed to hire foreigner professionals?

Yes, it is. A Vietnam company can hire foreign employees as long as they can qualify for a Vietnam work permit or Vietnam work permit exemption under Vietnamese laws.

Are there other post-incorporation issues a foreign owner should be aware of?

Make a company stamp and file a notice of stamp sample with the relevant Department of Planning and Investment

Conduct the initial tax registration with the local tax authority

Open your Vietnam company’s bank accounts, i.e. a foreign direct investment account, VND current accounts and current accounts in other currencies

File a notice of such corporate account details with the local Department of Planning and Investment

Inject the registered capital into the foreign direct investment account within 90 days of the incorporation date

Make a company sign (company name, tax code & address are required)

Apply for sub-licenses, if your business activities requires them

Apply for Vietnam investment visa or Vietnam working visas for you and foreign employees

Prepare and file periodic tax returns, annual financial statements

Pay taxes, if any (CIT, PIT, VAT, fixed annual license tax)

Make compulsory insurance contributions in Vietnam

And other tasks as the case may be

How much time is required to incorporate a Vietnam company?

It takes us 3 weeks to help you form a Vietnam company. The breakdown of the timelimit is as follows: the first 2 weeks for obtaining an Investment Registration Certificate (IRC) and another 1 week to get an Enterprise Registration Certificate (ERC).

However, the starting point of the timelimit much depends on the availability of the the details and documents to be provided by you.

After incorporating a Vietnam company for us, will you support us with the compliance or periodic filing issues?

Yes, of course. Upon registering a Vietnam company with LTS LAW, we will free advice about relevant periodic compliance issues, mandatory filings as well as corresponding due dates. You will receive emails or notices from us.

Is it possible for a foreigner or a foreign company to hold 100% shares in a Vietnam company?

Yes, it is. 100% foreign ownership is allowed for most business activities, except for certain ones that require certain percentage of local ownership in Vietnam companies. We will advise you about this respect on a case-by-case basis.

What is a Limited Liability Company in Vietnam?

A large majority of foreign-invested companies formed in Vietnam are in the form of the limited liability company. It is ideal for foreigners who want the benefits of limited liability but keep the flexibility of a traditional partnership.

Besides, the form of the single-member limited liability company facilitates foreign companies wishing to establish a company in Vietnam with 100% control.

What is a Joint-Stock Company in Vietnam?

This is also a common company structure for foreign owners in Vietnam because it allows the sharing of profits between shareholders as well as keep shareholders restricted from financial liability. The shareholders will only bear responsibility for the Vietnam company’s debts and financial obligations to the extent of their shares and thus, their personal assets will be protected.

In addition to various ways of fundraising such as debts/ loans, and private equity (PE) fundraising that a Limited Liability Company can do, a Joint-Stock Company can raise funds by selling stock in public offerings (initial public offering (IPO), secondary public offering).

How many Directors are required for a Limited Liability Company (LTD)/ Joint-Stock Company (JSC)?

Only 1 Director and you can hire as many Deputy Directors as you deem necessary. The Director is not required to be a local person and must be at least 18 years of age or above. Vietnamese citizens or foreigners can hold this position.

What is the Vietnam Company Formation?

When incorporating a company in Vietnam, you create a legal entity that has certain rights and obligations under Vietnamese laws. It has a distinct identity from its shareholders.

The process of Vietnam Company Formation always has two steps: registration of investment project (to obtain an Investment Registration Certificate) and registration of Vietnam company (to obtain an Enterprise Registration Certificate).

Can a foreigner be a director and a shareholder of a Vietnam company?

Yes, of course. Like other jurisdictions, Vietnam permits foreigners to become shareholders and directors of companies established in Vietnam. As a foreigner, you can be the only director or hire another person to hold the position. There is no requirement to have any local directors.

You can be a shareholder as well. A Vietnam company must have at least 1 shareholder (and as many as 50) if it is a limited liability company or at least 3 shareholders if it is a joint-stock company. A shareholder can be an individual or a corporate entity.

How long does it take a foreigner to establish a company in Vietnam?

Once all the documents are ready, it takes us less than three (3) weeks to set up a Vietnam company. The starting point of the time-limit mostly depends on when you are comfortable with providing all the company details, and documents in hard copy as required by us.

Tax Reporting Services

What is the timeline for filing of quarterly tax returns and compiled financial statements for a fiscal year?

A company in Vietnam has to prepare and file quarterly tax returns within 30 days of the end of the relevant quarter.

It has also to prepare and file an audited annual financial statement within 90 days of the end of the relevant fiscal year.

What is the Fiscal Year in Vietnam?

The fiscal year in Vietnam is the fiscal accounting period of a company which is up to 12 months. In Vietnam, you can choose from four fiscal year periods:

  • January 1 to December 31
  • April 1 to March 31
  • June 1 to May 31
  • October 1 to September 31
What is an annual financial statement in Vietnam?

By April 1 each year, companies in Vietnam must file their annual financial statements of the previous year. An annual financial statement must include:

  • Balance sheet
  • Profit & loss report
  • Cash flow report
  • Note of financial statement

Of note, an annual financial statement of a foreign-owned company must be audited by an independent auditing company licensed to operate in Vietnam. The accounting records must be kept in the currency of VND and written in Vietnamese.

What are the deadlines for the most important tax and legal compliance in Vietnam?
  • Deadlines for tax declaration and payment
  • Deadline for filing of annual audited financial statements
  • Deadline for filing of statistics reports
  • Deadline for filing of FDI reports
  • Deadline for filing of labor-and-salary-related reports
What happens if you don’t meet compliance deadlines in Vietnam?

Failure to do this can result in a fine or non-monetary penalties imposed by the relevant State agencies. The seriousness of your breach will partly depend on the number of days during which the filings are delayed.

How to file tax returns and annual financial statements?

All foreign-invested companies incorporated in Vietnam have to file their tax returns and audited annual financial statements using softwares licensed by the General Department of Taxation of Vietnam.

Does LTS LAW supply bookkeeping, accounting, payroll, taxation, and auditing services?

Yes, of course. LTS LAW is an active member of a unified group consisting of a law firm, a bookkeeping & accounting company, and an auditing company. We do provide these services at very competitive prices. We have built a strong client database and they are completely pleased with the readiness and quality of our services.

Why do I need to outsource the accounting tasks?

For the following reasons:

  • You are an expert in your own industry and very unlikely have experience and training as our accountants
  • You will have time to focus on what you are good at
  • You can save up to 35% of the costs in comparison of the cost of hiring a full-time accountant
  • You can minimize the risk of making mistakes when preparing accounting reports
  • You can get valuable accounting & tax advice from us
  • We can help you lower your tax burden because our accountants have many years of experience and training
Is it safe to outsource my tax-reporting & accounting tasks?

You have to select a trustworthy Vietnam tax-reporting & accounting service provider, like LTS LAW. You will have more time and save more money when you don’t have to hire and train your employees to be an accountant for your Vietnam company.

Our team of seasoned accountants at LTS LAW helps you submit accurate and timely reports. We always use the latest licensed accounting software to process your reports and data securely confidentially.

Can my Vietnam company remit funds from Vietnam to other countries?

Yes, of course. It is possible to send money overseas from Vietnam in many legal ways, such as for payments for legally imported goods, services provided abroad, repayment of loans or interest on the loan, payment of dividends, and disposal of capital. The appropriate documentation proving the remittance purpose must be duly obtained and presented to your bank in Vietnam.

Are there any donations that are accepted by the Vietnam tax authority as deductible expenses?

Yes, there only are certain types of donations that are accepted as deductible expenses, i.e. those for education, health care, natural disaster or building charitable homes for the poor or for scientific research.

Such deductible expenses must be properly supported by appropriate documentation (including bank transfer slips where the invoice value is VND20 million or more).

Vietnam Immigration Services

Can I and my family members obtain residence cards to live and study in Vietnam?

Yes, you and your family members can obtain Temporary Residence Cards which are valid for 1 to 2 years and can be renewed afterward. These Temporary Residence Cards will also serve as long-term visas during the terms thereof.

You must have Vietnam investment visa or Vietnam working visa and your dependents must have Vietnam dependent visas which are all sponsored by your Vietnam company in order to apply for Temporary Residence Cards.

You cannot obtain dependent visas for your dependents unless and until you already have your own Temporary Residence Card.

It will take us about 1 week to help you get a Temporary Residence Card.

Can I move to Vietnam if I have a company there?

Yes, you absolutely can. Your Vietnam company can sponsor your Vietnam Investment Visa or Vietnam Working Visa. Upon obtainment of the Vietnam Investment Visa or Vietnam Working Visa, you can apply for a Temporary Residence Card (TRC) with the term ranging from 1 year to 2 years and it can be renewed upon its expiry. This Temporary Residence Card (TRC) will also serve as a long-term visa as well.

Can I transfer the Work Permit Exemption and Temporary Residence Card I have to my new Vietnam company?

No, you cannot. Work Permit Exemption and Temporary Residence Card are issued per one specific company. You can only work for an employer (your Vietnam company) that has sponsored your visa.

Do I need a Vietnam Work Permit to work for my Vietnamese company?

No, you don’t. An individual shareholder like you does not need to obtain a Vietnam work permit to work for your Vietnamese company. However, you need to apply for a Vietnam Work Permit Exemption instead. It’s a type of special Vietnam working visa issued to foreign shareholders of Vietnamese companies. It allows you to work exclusively for your company. It’s valid for 1 to 2 years and can be renewed afterward.

What is a Vietnam Work Permit Exemption?

If you are a shareholder of a Vietnam company, you are not required to apply for a Vietnam Work Permit to work for your Vietnam company. Instead, you must apply a Vietnam Work Permit Exemption with the term of up to 2 years and can be renewed upon its expiry.

In what case does a foreigner have to obtain a Vietnam Work Permit?

Your Vietnamese company must obtain Vietnam Work Permits for any other foreigners who work for your Vietnamese company, except for cases where such employees are also exempt from Vietnam Work Permits as well (in that case, they must obtain Vietnam Work Permit Exemptions instead).

What is a Vietnam Investment Visa?

It’s a type of investment visa just issued to a foreign shareholder of a Vietnam company whose name appears on an Investment Registration Certificate (IRC) or an Enterprise Registration Certificate (ERC). Since July 1st, 2020, only foreign shareholders of a company with the paid-up capital of VND 3 billion or more are eligible for investment visas.

What is a Vietnam Working Visa?

It’s a working visa sponsored by a specific Vietnam company so it enables such a company to invite foreign professionals to enter Vietnam and work for the inviting company. It allows you to work exclusively for that company, live and bring your family to Vietnam. Its duration is determined by the length of the labor contract but in any case, no more than two (2) years long.

What are the requirements to get a Vietnam Working Visa?

If you are a shareholder of a Vietnam company with a paid-up capital of VND 3 billion or more, you are qualified to get an Vietnam Investment Visa. Otherwise, you must obtain a Vietnam Work Permit Exemption before applying for a Vietnam Working Visa.

If you are not a shareholder and want to work for a specific Vietnam company, you must have an offer of employment to fill a genuine job vacancy of that Vietnam company. The sponsoring company must apply for a Vietnam Work Permit for you before you can obtain a Vietnam Working Visa

In order to get a Vietnam Work Permit, you need to qualify for the job, which means your health, background, experience, and education in the relevant field and clean criminal record must meet the requirements of the Vietnamese laws.