How to Incorporate a Company in Vietnam for Foreigners in 2020

What is a Company in Vietnam?

A company in Vietnam is a legal entity, separate and distinct from its shareholders, except for partnership companies whose partnership members cannot enjoy limited liability protection. In Vietnam, there are 3 main types of companies, i.e. limited liability company, joint-stock company, and partnership company. As a matter of practice, foreigners are only allowed to set up either limited liability companies or joint-stock companies.

Unlike limited liability companies which can have from one (1) to fifty (50) shareholders (members), joint-stock companies must have at least three (3) shareholders during its existence.  

A foreigner wants to run a business in Vietnam must have a Vietnam company duly incorporated and existing under Vietnamese laws.

Why registering a company in Vietnam?

Foreign shareholders of companies (i.e. limited liability companies and joint-stock companies) in Vietnam always enjoy limited liability protection. Companies in Vietnam will have legal identity upon incorporation and are separate from their shareholders (members). Therefore, foreign shareholders are only liable for their Vietnam companies’ debts or financial obligations within the shares (capital contribution) subscribed by such shareholders (members).

The current legal framework for companies in Vietnam provides safe legal protection for foreign shareholders as well as corporate governance mechanisms to run a business like those in developed jurisdictions all over the world.

Pre-registration

  • Directors

Under Vietnamese laws, a company in Vietnam must have a Director and can have as many Depute Directors as you want. Such persons do not need to be local or resident in Vietnam. The Director is not required to be a shareholder as well. The foreign shareholder may be a Director or hire another person to hold such a position.

  • Foreign shareholders

Foreign shareholders of Vietnam companies may be foreigners or foreign companies.

  • Paid-up Capital

There are no requirements on the minimum paid-up capital, except for a limited number of business activities that require legal capital. For instance, a real estate company must have a paid-up capital of at least VND 20 billion.

  • Registered address

Your Vietnam company must have a registered office. As a matter of practice, the virtual office address is acceptable.

  • Corporate Income Tax (CIT)

The common CIT rate in Vietnam is 20%. If your business in Vietnam meets certain regulatory criteria, it may be entitled to a preferential CIT rate.

Registering a Company in Vietnam

  • Reserve a company name

We can help you check online if a reserved company name is available.

  • Company Constitution (Charter)

Constitution (Charter) is an essential part of your application dossier for Vietnam company registration. Unless otherwise instructed, we will provide you with a standard form of Company Constitution.

  • Required documents

Passports of individual shareholders;

Corporate documents (Certificate of Incorporation, and Constitution) of corporate shareholders;

Proof of finance: Certificates of the bank balance of shareholders.

  • Filing & Incorporation Timeframe

The filing of the application and supporting documents must be made online as well as in hard copy thereof. It will take us about 3 weeks to get your Vietnam company registered.

Post-Registration Procedures

  • Opening a direct investment bank account for injecting the registered capital and other transaction accounts and filing a notice of such accounts to the licensing authority.
  • Initial tax registration
  • Registration of electronic VAT invoice form
  • Payment of annual business tax
  • Booking e-signature service
  • Making a company sign


error: Content is protected !!