Set Up Limited Liability Company in Vietnam: A Step-by-Step Guide

A limited liability company in Vietnam is a business structure created by the capital investments made by each member. An LLC in Vietnam is limited to a maximum of 50 members.

The capital contribution of an LLC member, not his or her personal assets, would determine that member’s culpability for the financial liabilities of the organisation.

The foreign investor might select one of the following business formats of an LLC in Vietnam depending on the specific business sector:

• A company that is entirely foreign-owned and whose members must all be foreigners; 
• A joint venture business that is primarily foreign-owned and has at least one Vietnamese partner as well as international investors as members.

FORMS OF LIMITED LIABILITY COMPANIES IN VIETNAM

Single-member limited liability company

• corporate organisation with just one member
• In a single-member LLC, the owner is in charge of all business decisions.
• Only the charter capital of the business is subject to owner liability.

Multi-member LLC

• To the extent that they contributed capital, each member is liable for the company’s debts and other liabilities.
• Managers can readily control the capital given by members because the purchase and transfer of capital between members are rigorously governed by law.
• There are few outsiders who can enter the business.

KEY FEATURES OF A LIMITED LIABILITY COMPANY IN VIETNAM

Member’s Liability

In Vietnam, a limited liability corporation is created based on the capital investments of its members. The entire assets that were contributed to make up the company’s charter capital are referred to as capital contributions.

As a result, the members of a limited liability corporation are only liable for the debts and liabilities of the firm up to the amount of capital they invested in its formation.

Similar to this, a one-member or single-member limited liability company has just one member who also serves as the business’s owner.

As a result, to the extent of his or her capital contribution to the firm, this person must be liable for any pertinent debts and liabilities of the company.

Right To Issue Shares And Bonds

A limited liability corporation, whether it has one member or two or more, is NOT permitted to issue shares in Vietnam, unlike a joint-stock company.

There is no provision in the VIETNAM ENTERPRISE LAW 2014 that permits a Vietnam limited liability company to issue bonds.

Corporate structure

In Vietnam, a limited liability company with two or more members normally consists of the following elements:

The Member’s Council

This group holds the ultimate authority to make choices for the business. The Member’s council is required to hold at least one meeting each year.

The Chairperson Of The Member’s Council

The head of the council must be chosen by an LLC, who may be either the director or general director of the business. The chairperson’s applicable tenure is no longer than five years.

Director/ Director General

The director/director general’s primary duties include managing the limited liability company’s day-to-day activities and holding the responsibility for exercising his/her rights to the Members’ Council.

Supervisory Board

According to Article 54 of the Law on Enterprise 2020, if your multi-member LLC in Vietnam is a state firm or a subsidiary of a state enterprise, owners must set up a Supervisory Board.

A one-member limited liability company’s corporate structure can take one of the two following forms, with the roles and responsibilities of each component being comparable to those of multi-member LLCs as indicated above:

• President of the business and Director/Director General (applied for the one-member LLC of both individual owners and organisational owners)
• Council of Members and Director/Director General (only available for the one-member LLC of organisational owners)

Capital Contribution And Business Licence Application

The limited liability company incorporated in Vietnam can be subject to the submission of a business licence to operate in Vietnam legally. Depending on the business sector, business owners may be required to apply for a licence from the relevant authority.

Regardless of conditional or unconditional business lines, the business licence, if required, can only be obtained after the IRC and ERC applications have been successfully issued.

Furthermore, an LLC in Vietnam must make its capital contribution as stated in the company registration process within 90 days after the receipt of its Enterprise Registration Certificate.

DOCUMENTS REQUIRED TO REGISTER AN LLC IN VIETNAM

• A certificate stating the needed investment amount; 
• Certificate of the Articles of Association; 
• Proof of Registered Address; 
• Details on the LLC’s owners or members;
• Business Plan stating the investment project and the amount invested; and
• information about the legal representative or board of directors of the company.

PROCESS OF SETTING UP A LIMITED LIABILITY COMPANY IN VIETNAM

Step 1: Company name reservation – The first step is to reserve a name for the LLC with the Ministry of Planning and Investment. This can be done online or in person, and the reservation is valid for 60 days.

Step 2: Prepare documents – The applicant must prepare and submit the above documents to register an LLC in Vietnam.

Step 3: Obtain a business licence – Once the documents are prepared, they must be submitted to the DPI along with the application for a business licence. The DPI will review the documents and issue a business licence if everything is in order.

Step 4: Obtain a tax code – After obtaining a business licence, the LLC must register for a tax code with the tax authority in the district where the company is located.

Step 5: Seal and bank account registration – The LLC must then register its seal with the DPI and open a bank account. For more information, refer to our page Vietnam Corporate Bank Account Opening. 

Step 6: Post-registration procedures – After completing the above steps, the LLC must carry out post-registration procedures, such as registering for social insurance, health insurance, and unemployment insurance for its employees.

BENEFITS OF A LIMITED LIABILITY COMPANY IN VIETNAM

A limited liability company (LLC) is a popular business structure in Vietnam due to the various benefits it offers. Some of the key benefits of an LLC in Vietnam are:

• Limited Liability – One of the biggest advantages of forming an LLC in Vietnam is that the liability of the members is limited to the amount of capital they contribute to the company. This means that the personal assets of the members are protected in case of any financial losses incurred by the company.
• Flexible ownership structure – An LLC in Vietnam can be owned by one or more members, and the ownership structure can be changed easily by transferring ownership shares. This provides flexibility to the company in terms of ownership and management.
• Lower tax rates – LLCs in Vietnam are subject to lower tax rates compared to other business structures. This can help the company save money on taxes and improve its profitability.
• Easier to attract investors – An LLC in Vietnam can issue ownership shares to attract investors and raise capital. This can help the company to grow and expand its operations.
• Simplified compliance requirements – LLCs in Vietnam are subject to simplified compliance requirements compared to other business structures. This can reduce the administrative burden on the company and allow it to focus on its core business activities.

TAXATION OF LIMITED LIABILITY COMPANIES IN VIETNAM

Vietnamese taxation is applied to all local businesses, whether they were founded by domestic or international investors. Vietnam has a basic corporate tax rate of 20%. Vietnamese LLCs organised as joint ventures or regarded as starting businesses are exempt from corporate tax during their initial years of operation.

The business licensing tax, which must be paid annually, and the VAT, which has one of the lowest standard rates (10%) in the region, are the additional taxes that must be taken into account when running an LLC in Vietnam. When formed by international investors, the LLC is eligible to take advantage of Vietnam’s double tax treaties regarding the taxes of the foreign owners.

INITIAL COSTS FOR OPENING AN LLC IN VIETNAM

The fees associated with the company’s incorporation process make up the majority of the expenses that must be taken into account when creating an LLC in Vietnam. The first fee is the notary fee, which must be paid when the incorporation documents are prepared and notarized.

They are subject to the region of Vietnam and the notary doing the service. Yet, comprehensive business incorporation services are available in Vietnam at a lower cost for foreign investors.

Governmental start-up costs in Vietnam

Along with the charges listed above, government fees must also be taken into account while registering an LLC in Vietnam.

When forming a limited liability corporation in Vietnam, the following government fees are due:

• The publication of the registration certificate with the National Business Registration Portal; 
• The cost of the business license; 
• The company name certificate; 
• The company seal; 
• The registration charge for the company seal; 
• The purchase of the VAT invoices.

TIMELINE FOR OPENING AN LLC IN VIETNAM

It typically takes one month to complete the business registration process from start to finish. 

• The registration of the company with the Business Register takes between three and six working days; 
• the approval of an investment project that must adhere to an investment policy takes between five and ten days; 
• the approval of an investment project that is not subject to any investment policy takes fifteen to twenty working days.

Relin Consultants has a team of professionals who will assist you in preparing all the necessary paperwork. Our team knows the legal requirements for setting up a company in Vietnam.

Reach out to us at Relin Consultants for more information.