Complete Guide To Company Registration In Vietnam

Company registration in Vietnam is a straightforward process, but there are specific guidelines for foreign-owned businesses. It鈥檚 important to understand the requirements and process of establishing a foreign-owned company in Vietnam.

The two most common types of legal entities in Vietnam are:

An LLC can have 1 to 50 members, also known as founders or owners. Note that LLCs in Vietnam do not have shareholders. On the other hand, a JSC must have a minimum of 3 shareholders. There is no limit to the number of shareholders a JSC can have.

Watch this video to learn more about legal entities in Vietnam available to foreign investors:

Below, you will find the process to register an LLC in Vietnam. Learn more about setting up a joint-stock company in Vietnam by reading our other articles. You can also get in touch with Emerhub鈥檚 consultants by filling out the form below.

Learn more about the cost of company registration in Vietnam

Vietnam allows 100% foreign ownership of a business in most industries. These include trading, IT, manufacturing, and education. However, some industries restrict foreign ownership. Examples of these include advertising, logistics, and tourism. In such cases, foreign investors will need a Vietnamese joint venture partner.

World Trade Organization (WTO) agreements regulate foreign ownership for most business lines. However, there are some business lines not regulated by WTO agreements or local laws. In such cases, you will need approval from the ministry involved in that industry.

There are no minimum capital requirements in Vietnam for most business lines. However, it must be enough to cover expenses until the business becomes self-sustaining. 

The Department of Planning and Investment will assess if your capital contribution is in line with your business. A lot of businesses set capital of USD 10,000. However, from our experience, it is possible to open a business service company with USD 5,000.

Some business lines have minimum capital requirements which includes:

Note that your capital should exceed setup and equipment expenses. Also, your Business Registration Certificate (BRC) and Investment Registration Certificate (IRC) state the amount of your capital. Changing your capital will require changing your company鈥檚 documents.

You must have a business address to set up a company in Vietnam. Service-based businesses, like consulting companies, can use a virtual office address. However, some business lines must have a physical location or office. These include manufacturing, restaurants, and retail trading, among others.

The Department of Planning and Investment may check the address during the registration process. You can submit documents to serve as proof of your address. It must say that you will use the location for your business after incorporation.

All companies in Vietnam must have at least one resident director. He doesn鈥檛 need to have residency status at the time of company set up. However, they will need a residential address in Vietnam.

Note that if the director is also a founder, he or she will not need a work permit. Instead, he or she will have to apply for a work permit exemption. A director who is a foreign national and not a founder of the company will need a work permit in Vietnam.

Company registration in Vietnam.

Set up a company in Vietnam through Emerhub.

The procedure below details the process of registering a foreign LLC in Vietnam.

When registering a foreign-owned company in Vietnam, you need an investment registration certificate. The Department of Planning and Investment issues this certificate. It usually takes about a month to receive the certificate.

However, if no WTO agreements or local laws regulate foreign ownership in that business line, it will take longer to get the certificate. Your business will need Ministry-level approval from one or more ministries.

Companies in Vietnam must also get a business registration certificate (BRC). The Department of Planning and Investment also issues this certificate. The BRC is also known as the Enterprise Registration Certificate (ERC).

The business registration certificate number is also the company鈥檚 tax number. All companies must pay taxes through an online system. Companies also submit tax declarations and reports through this system. To gain access to this system, businesses must get an electronic token.

Emerhub can assist in the process to gain access to this system and maintain compliance with tax regulations.

After receiving the BRC, you have 90 days to make the capital contribution. Failure to do so will result in fines.

Company registration in Vietnam typically takes about one month. However, depending on the business line, some companies need to apply for sublicenses. In such cases, the registration process will be longer. 

Such examples of business lines that need sublicenses include:

Certain types of businesses may need to apply for additional permits. For example, companies that will engage in the sale or distribution of cosmetics must register their products. This can take anywhere from a couple of weeks to several months.

Aside from company registration, Emerhub will also take care of sublicenses or permits you need. We will also assist in completing any procedures necessary.

Corporate compliance in Vietnam involves the following:

Emerhub鈥檚 consultants will advise and assist in maintaining compliance in Vietnam. Get in touch with us by filling out the form below.

In some cases, foreign investors cannot set up a business due to foreign ownership restrictions. Therefore, some partner up with a local nominee to proceed with their intended business plans.

Some foreign investors use nominee companies to dodge restrictions in certain industries. However, the Vietnamese government is cracking down on nominee companies. It is imposing heavier sanctions on nominee companies with the new Investment Law.

A safer alternative is to conduct business through a special-purpose vehicle. It will allow you to protect and maintain control over your investment without setting up a company in Vietnam. Get in touch with us by filling out the form below. Our consultants will tell you more about this structure.

In some cases, it is not necessary to set up a company in Vietnam. There are alternative ways to enter the Vietnamese market.

Representative offices in Vietnam can act on behalf of a foreign parent company. A representative office cannot generate income locally, but it can perform tasks in support of the parent company.

With the representative office in Vietnam, you can have supporting roles towards the parent company to:

– Conduct market research

– Find investment partners

– Find investment opportunities

– Promote the parent company

– Supervise the contract signing process with Vietnamese partners

No, the company registration procedure in Vietnam is the same for companies with any amount of foreign ownership.

If your business does not need to get ministry-level approval, it takes about one month. Note that this time frame does not take into account any sublicenses necessary to operate your business.If your company needs additional licenses the process can take up three or four months. Some examples of businesses that need additional licenses are trading or tourism.

A company founder can be an individual or a company. The documents needed by an individual founder are not the same as the documents needed by a company.An individual founder must submit a notarized copy of his or her passport. He or she must also provide a bank statement bearing his or her name. On the other hand, a company must submit an incorporation certificate, articles of association, and a list of its directors. It must also submit financial statements from the last two years or a bank statement if the company is less than two years old.Note that if the above documents were issued abroad, you will have to legalize and notarize them in the issuing country.

Ready to register a company in Vietnam? Fill out the form below and our consultants will get in touch with you.