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Vietnam

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    VIETNAM COMPANY FORMATION

    Vietnam is one of the nations actively participating in international and bilateral free trade agreements, which has provided numerous economic benefits. By joining these agreements, Vietnam has opened up its economy, reduced trade barriers, and attracted foreign investment.

    This has created a more favorable business environment for domestic and international companies investing in the country. The signing of these agreements has helped to increase trade and investment, create jobs, and stimulate economic growth in Vietnam.

    Additionally, it has given Vietnamese businesses access to a wider market, allowing them to expand their reach and compete in the global marketplace. In conclusion, the signing of free trade agreements has been a key factor in the development of Vietnam’s economy and its integration into the global economy.

    KEY REQUIREMENTS FOR VIETNAM INCORPORATION

    Vietnam Company Incorporation

    REQUIREMENTS FOR SETTING UP A COMPANY IN VIETNAM

    Shareholder and Shares

    In the majority of industries, Vietnam permits 100% foreign ownership of a business. These include manufacturing, IT, trade, and education. Some industries do, however, limit foreign ownership such as tourism, logistics, and advertising.

    Foreign investors will require a Vietnamese joint venture partner in such circumstances. At least one shareholder is required to set up a limited liability company, and the maximum of fifty members is allowed. Foreign investors must apply for an investment registration certificate before vietnam company incorporation.

    Minimum capital

    For the majority of business categories, there are no minimum capital requirements for starting a business in Vietnam. 

    The capital contribution for Vietnam company registration will be evaluated by the Department of Planning and Investment, the authorities will check if the share capital is appropriate for the company’s business plans. Most businesses will require a share capital of US$10,000. However, it is possible to start a company in the service industry with just US$3,000.

    Resident director

    It is mandatory to appoint at least one local director to set up a company in Vietnam. The individual nominated for the role is not required to have a residency status at the time of incorporation. However, the person must have a residential address in Vietnam.

    If the director is also a shareholder, a work visa is not necessary. The individual will need to apply for a work permit exemption instead. Foreign directors who are not the company’s shareholders must apply for a work permit in Vietnam.

    Business address

    It is mandatory to have at least a registered office address for company registration in Vietnam. A virtual office address can be used by service-based enterprises, such as consulting firms. Some business sectors such as manufacturing, eating establishments, and retail business.will require a physical office to open a company in Vietnam. 

    TIMELINE OF VIETNAM COMPANY INCORPORATION

    Incorporation of a Vietnam Company
    4 Weeks
    Corporate Bank Account Opening
    2 Weeks

    TYPES OF LEGAL BUSINESS ENTITIES IN VIETNAM

    Limited Liability Company

    The limited liability company structure is an option for foreign investors who want to have 100% ownership. Due to its straightforward organizational structure, which requires just one founder, it is a perfect choice, especially for small and medium-sized businesses in Vietnam company formation. Additionally, since each shareholder’s responsibility is restricted to the value of their shares, personal assets are protected.

    The following requirements should be met while establishing an LLC in Vietnam.

    • Registered business address and legal representative.
    • Legalised financial document.
    • Notarised copies.
    • Capital requirement (from US$10,000 USD depending on the field of business).

    Joint Stock Company (JSC)

    A joint stock company (JSC) is a type of business structure in Vietnam that combines elements of a partnership and a corporation. In a JSC, owners (shareholders) contribute capital in exchange for shares in the company, and profits are distributed to shareholders based on their ownership percentage.

    A joint stock company formation in Vietnam is generally suitable for bigger businesses. Due to the ability of owners to issue shares and list them on the Vietnamese stock exchange, large enterprises frequently establish joint stock companies in Vietnam. Depending on the industry, this type of structure also allows for 100% foreign ownership.

    In Vietnam, a joint venture between international and local investors is allowed via a joint stock company. This type of legal body must have a minimum of three shareholders. The maximum number of shareholders is unlimited. Additionally, a shareholder is solely responsible for the debts and other responsibilities of the Joint Stock Company up to the amount of money they have invested in the Joint Stock Company.

    To establish a JSC in Vietnam, companies must meet certain legal requirements, including a minimum registered capital and the completion of various legal and regulatory procedures. Additionally, JSCs are subject to annual reporting and auditing requirements, as well as tax obligations.

    Representative office (RO)

    Representative Offices (ROs) can be an attractive option for companies that want to explore the Vietnamese market with a lower initial investment. These offices allow companies to gain valuable insight into the local business environment, understand the local market and regulations, and build a network of contacts and partnerships that can support future business growth.

    Representative Offices in Vietnam have specific operational limitations and are restricted to performing certain activities, such as:

    • Market research: ROs can conduct market research and gather information to help their parent companies make informed business decisions.
    • Liaison function: ROs can act as a liaison between their parent company and local entities, helping to facilitate communication and coordination.
    • Promotion: ROs can promote their parent company’s activities and build brand awareness through various marketing and promotional efforts.

    It’s important to note that ROs in Vietnam cannot engage in commercial activities or earn revenue. However, they can provide a valuable stepping stone for companies that are seeking to establish a larger presence in the country in the future.

    Branch office

    A branch office represents an overseas extension of the parent company. The parent company’s branch office is allowed to engage in all permitted commercial activities and make a profit. A branch office can enter into contracts or agreements as needed, issue VAT invoices on its own, and maintain accounting and financial records jointly or separately from its parent company.


    DETAILED TABLE COMPARISONS OF COMPANY FORMATION OPTIONS IN VIETNAM

    TYPE COMMON PURPOSE ADVANTAGES DISADVANTAGES
    Representative Office Not a separate legal entity. Market evaluation connection with the foreign parent firm Simple registration process cannot engage in profitable activities. The parent company is accountable for the liabilities
    Limited Liability Company separate legal entity Liability is limited to the capital contribution. No restriction on the scope of business Maximum 50 shareholders allowed. Cannot issue shares
    Joint stock company intention to list the company on a public exchange. Separate legal entity Liability is limited to the  capital contribution here are no limitations on the type of business able to sell shares and IPO required three or more shareholders. Most joint stock businesses are required to have a supervisory board.
    Branch office Not a separate legal entity. Commercial ventures permitted by the parent firm able to send revenues abroad Limited to certain industry sectors. Parent company responsible for the liability

    STEP-BY-STEP COMPANY FORMATION PROCESS OF VIETNAM COMPANY REGISTRATION

    Step 1: Apply for an Investment Registration Certificate

    The applicant must apply to the Department of Planning and Investment and obtain investment approval. The process will usually take around 3 to 4 weeks. Relin Consultants will prepare all the necessary documents for the submission of the Investment Registration Certificate. 

    Step 2: Apply for Enterprise Registration Certificate

    An enterprise registration is a document containing information about a company establishment issued by the government’s business registration agency. This document confirms that your Vietnam company is legally registered. 

    The applicant will need to submit a full application to Vietnam’s business registration agency. The required documents vary according to the types of business to be registered.

    Subsequently, the agency shall examine your application and grant you an enterprise registration certificate.

    Step 3: Post Incorporation 

    Depending on the business activities, the applicant must apply for any necessary sub-licenses or licenses after securing the business formation in Vietnam. The company can proceed to open a Vietnam Corporate Bank account. 

    Refer to Vietnam Accounting and Audit for additional information on annual compliance requirements that is applicable after opening a company in Vietnam. 

    DOCUMENTS REQUIRED FOR VIETNAM COMPANY FORMATION

    The following legal documents are required for a foreign investor to incorporate a company in Vietnam. 

    Corporate Investor

    • Incorporation Certificate
    • Company Extract on Director & Address Register
    • Constitution/Charter and all amendments thereof

    Individual Investor

    • Passport of the Individual Investor
    • Passports or ID cards of the legal representative(s)
    • Passports or ID cards of authorised representative(s) of the Corporate Investor
    • Bank letter from the Investor showing a balance equal to or greater than the value of the proposed company’s charter capital
    • Lease Contract or Memorandum of Understanding for the company’s head office, along with related landlord documentation.

    Foreign Ownership Restriction in Vietnam

    In Vietnam, foreign ownership in certain sectors is restricted or prohibited under both domestic law and international treaties. The Vietnamese government has put certain limitations on foreign ownership in certain industries to ensure that the country’s national interests are protected and to maintain a balance between foreign and domestic investment. Some of the sectors where foreign ownership is restricted or prohibited include:

    • Defense-related industries: Foreign ownership in defence-related industries is strictly prohibited in Vietnam.
    • Media and publishing: Foreign ownership of media and publishing companies is restricted and subject to government approval.
    • Banking and finance: Foreign ownership in the banking and finance sector is capped at 30%.
    • Retail and wholesale: Foreign ownership in the retail and wholesale sector is limited and subject to government approval.
    • Agriculture and forestry: Foreign ownership in the agriculture and forestry sector is restricted and subject to government approval.
    • Fishing: Foreign ownership in the fishing sector is restricted and subject to government approval.

    It’s important to note that these restrictions and limitations can change over time, and it’s advisable to consult with a local lawyer or business consultant such as Relin Consultants to determine the latest rules and regulations. Additionally, some of these restrictions may also be subject to negotiation and relaxation under international treaties such as free trade agreements.


    TYPES OF COMPANY REGISTRATION CERTIFICATES IN VIETNAM

    • Investment Registration Certificate (IRC) – This license is issued by the Ministry of Planning and Investment and is required for all types of investment projects in the country, including foreign investment and joint venture projects.
    • Enterprise Registration Certificate (ERC) – The Department of Planning and Investment issues this certificate and confirms establishing a business in Vietnam. The ERC includes information about the company’s legal structure, business activities, and registered capital.
    • Business Registration Certificate (BRC) – This certificate is issued by the Department of Planning and Investment and is required for businesses operating in the domestic market. 
    • Certificate of Business Registration for Foreign Investment Enterprises (BRFIE) – This certificate is required for foreign investment enterprises operating in Vietnam. The BRFIE includes information about the company’s legal structure, business activities, registered capital, and foreign investment.

    FREE TRADE ZONES IN VIETNAM

    Free Zone Vietnam is a special economic zone in Vietnam that provides tax incentives, streamlined regulations, and other benefits to companies operating within its boundaries. The goal of these zones is to attract foreign investment and encourage economic growth in Vietnam.

    There are currently 8 Free Zones in Vietnam: Hanoi IZ, Haiphong IZ, Quang Ninh IZ, Ba Ria-Vung Tau IZ, Ho Chi Minh IZ, Binh Duong IZ, Dong Nai IZ, and Long An IZ. You can refer to Free Zones in Vietnam for additional information.


    CORPORATE COMPLIANCE REQUIREMENTS IN VIETNAM

    • Accounting and Tax Compliance

    To start a business in Vietnam under Vietnamese accounting standards, maintaining the company’s accounting and tax compliance and reporting includes filing annual and quarterly returns for corporate income tax, value-added tax, and personal income tax. Ad hoc or periodic fillings related to import and export taxes and business license taxes are likely to arise.  

    • Annual Audit Compliance

    For business registration Vietnam, LLC and Representative offices must timely file their annual audit reports within Vietnam’s annual finalization calendar; however, RO audit requirements are less stringent. After each fiscal year, an impartial Vietnamese auditing firm must examine the financial statements.

    • Employment Compliance

    To employ people, one must follow Vietnam’s labor and human resources regulations and observe the country’s public holidays. There are many requirements, including limitations on the kinds and numbers of workers, making sure foreign workers obtain and keep the required work permits and visas, and registering and paying social insurance as part of payroll.  

    • Business License Tax and Special License Compliance

    After company formation in Vietnam, the annual payment of the business license tax, starting with the second year of business for the company. Requirements for special business licenses may also apply to compliance and renewals.

    • Foreign Investment Report Compliance

    Reports on foreign investments, such as the Report on Investment Implementation (which must be submitted quarterly and annually) and the Report on Investment Supervision and Assessment (which must be submitted semi-annually and annually), must be submitted on a quarterly, semi-annual, and annual basis.

    PROS AND CONS OF BUSINESS REGISTRATION IN VIETNAM

    PROS

    Favourable business climate - how to open a company in vietnam

    Favorable business climate

    Vietnam’s rapidly growing economy is continuously improving its business environment, making it an attractive destination for foreign investment.

    Low labour costs - foreign company incorporation vietnam

    Low labour costs

    The cost of labour in Vietnam is lower compared to many other countries, which can help companies reduce operating costs.

    Access to regional markets - open company in vietnam

    Access to regional markets

    Vietnam is a member of the ASEAN Economic Community, giving companies access to a market of over 620 million consumers.

    Government incentives-vietnam

    Government incentives

    Vietnam offers various tax and investment incentives to attract foreign investment, including tax holidays and exemptions, reduced tariffs, and subsidies.

    Skilled workforce-vietnam

    Skilled workforce

    Vietnam has a large and growing pool of skilled and educated workers, providing companies with access to a capable and motivated workforce.

    CONS

    Bureaucratic barriers-vietnam

    Bureaucratic barriers

    Despite recent improvements, Vietnam’s business environment can still be bureaucratic and challenging, particularly for foreign investors. This can result in lengthy processes, unclear regulations, and challenges in obtaining necessary permits and licences.

    Infrastructure limitations vietnam

    Infrastructure limitations

    Although Vietnam has made significant investments in its infrastructure, it still faces challenges in some areas, such as transport and logistics. This can result in increased costs and difficulties in efficiently moving goods and materials.

    CHOOSE RELIN CONSULTANTS TO SET UP A BUSINESS IN VIETNAM

    Relin Consultants have a team of professionals who will help you choose the appropriate structure for your business. We will handle all the paperwork and documents of the company incorporation. Our team is well aware of the laws and regulations in Vietnam and help you get the required licenses and permits for your business activities.

    Reach out to us at Relin Consultants to know more about our company incorporation services in Vietnam.

    FAQs

    How long does it take to register a company in Vietnam?

    The time it takes to register a company in Vietnam can vary depending on various factors, such as the type of company, the business activities it will engage in, and the complexity of the registration process. On average, it can take from 4 to 8 weeks to register a company in Vietnam, although this is just an estimate, and the actual time may be longer or shorter. 

    The registration process involves obtaining various approvals and licenses from government agencies and completing other formalities, such as registering with the tax authority and obtaining a business licence. The assistance of a local consulting firm can help streamline the process and reduce the time required to complete the registration.

    Can foreigners start a business in Vietnam?

    Yes, foreigners can start a business in Vietnam, but the process and requirements will depend on the type of business and the specific industry in which it will operate. Some types of businesses may require foreign ownership to be limited to a certain percentage, while others may have restrictions on the types of activities that can be conducted.

    Foreigners are required to obtain an investment registration certificate and a tax code and register for value-added tax (VAT), corporate income tax, and other relevant taxes. They may also be required to obtain licenses and permits specific to their business activities.

    How to start a business in Vietnam as a foreigner?

    To start a business in Vietnam as a foreigner, the following steps can be followed.

    • Submitting an application for Investment Registration Certificate
    • Submitting an application for  Business Registration Certificate
    • Applying for specific business licences if applicable and corporate bank account opening.

    How much is company tax in Vietnam?

    The corporate income tax rate in Vietnam is 20%. However, there are also other taxes that a company may be required to pay, such as value-added tax (VAT) and personal income tax for employees. The specific tax rates and obligations will depend on the type of business and the income earned.

    Is Vietnam tax free?

    No, Vietnam is not tax-free. Vietnam has a tax system in place that includes corporate income tax, value-added tax (VAT), personal income tax, and other taxes. Companies operating in Vietnam are required to pay these taxes and comply with the country’s tax laws.

    However, Vietnam has implemented some tax incentives, exemptions, or reductions to encourage foreign investment in certain sectors or regions. These incentives can result in lower corporate tax rates or exemptions from certain taxes for a certain period of time.

    How do I check if a company is registered in Vietnam?

    You can check if a company is registered in Vietnam by accessing the Enterprise Information Portal of the Ministry of Planning and Investment. This portal provides information on registered businesses, including the name of the company, registration number, business type, and other relevant details.

    You can also check with the Department of Planning and Investment in the province where the company is located. Another option is to consult with a local legal or accounting firm that can assist with this information.

    Can foreigners register a company in Vietnam?

    Yes, foreigners can register a company in Vietnam. Foreigners can establish 100% foreign-owned companies or joint ventures with Vietnamese partners. However, there are restrictions on the types of business activities that foreign investors can engage in, as well as requirements for minimum capital investment and local partnerships.

    It is advisable to seek the guidance of a local lawyer or accounting firm to ensure that the company is registered in accordance with all applicable laws and regulations.

    How much does it cost to register a company in Vietnam?

    The cost of registering a company in Vietnam can vary depending on various factors, such as the type of company, the business activities it will engage in, and the amount of capital invested. On average, the cost of registering a company in Vietnam can range from $3,000 to $5,000, although this is just an estimate, and the actual cost may be higher or lower.

    This cost typically includes fees for legal and accounting services, government fees, and other expenses associated with the registration process. It is important to consult with a consulting firm to get a more accurate estimate of the cost of registering a company in Vietnam.

    What are the risks of doing business in Vietnam?

    Intellectual property protection in Vietnam can be weak, and enforcement of existing laws and regulations can be inconsistent. This can pose a risk for companies that rely on the protection of their intellectual property rights, such as patents, trademarks, and copyrights. Companies should take steps to protect their intellectual property and monitor for potential infringement.

    It is important to note that these are general risks and may not apply to every business in Vietnam. Companies should conduct a thorough risk assessment and take appropriate measures to minimise their exposure to risk.

    Is it easy to open a business in Vietnam?

    The ease of opening a business in Vietnam can vary depending on various factors, such as the type of business, the business activities it will engage in, and the complexity of the registration process.

    While the Vietnamese government has made efforts to improve the business environment and make it easier for foreign investors to set up operations, there are still challenges that can make the process time-consuming and bureaucratic. This can include obtaining approvals from various government agencies, complying with local regulations, and navigating the local business environment.

    In general, having the assistance of a consultant can help streamline the process and reduce the time and effort required to open a business in Vietnam. However, it is important to be prepared for some challenges and be patient as you navigate the local business environment.

    What is the Vietnamese company structure?

    Business entities are divided into four main categories under Vietnam’s Enterprise Law: private enterprises, limited liability companies, partnership companies, and joint-stock companies. Every structure has a unique set of characteristics that satisfy various business requirements.

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