From company setup to post-compliance(math.) genus
Helping you to successfully explore the emerging markets of Southeast Asia
What are the advantages of registering a company in Vietnam?
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Rapid economic growth and huge market potentialVietnam is one of the fastest growing economies in Asia, with a population of nearly 100 million and a young age structure, and a huge potential consumer market. The stable political environment and the continuous deepening of the innovation and opening-up policy have created favorable conditions for foreign investment. -
Strategic geographic location and trade networksLocated in the center of Southeast Asia with a long coastline, Vietnam is the gateway to the ASEAN market. As a member of a number of free trade agreements (CPTPP, EVFTA, RCEP), setting up a company in the country offers tariff preferences and facilitates the export of products to major global markets. -
Competitive labor costsVietnam has a large number of young, learning labor force, labor costs are more competitive compared to China and many Southeast Asian countries, especially suitable for manufacturing, processing and export and labor-intensive industries. -
Active foreign investment incentivesIn order to encourage foreign investment, the Vietnamese Government has provided a variety of preferential policies in terms of taxation (corporate income tax exemption, import tariff exemption), land rentals, etc., especially in key encouraging areas such as high technology, auxiliary industries, education and training, as well as in economic parks and industrial zones. -
Deep integration into the global supply chainVietnam is increasingly becoming an important link in the supply chain of global electronics, textile and garment, machinery manufacturing and other industries. Setting up a local company helps companies to stay close to resources, optimize costs and improve supply chain resilience.
What are the requirements for registering a company in Vietnam?
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Company Name Requirements
The name must end with the words "Limited Liability Company" ("Company Limited" or "Co., Ltd.") or "Joint Stock Company" ("JSC"). "Joint Stock Company" in English. The name must be checked to ensure that it is unique throughout Vietnam. -
Registered Address Requirements
Must have a legal registered address (office address) in Vietnam, which has a legal land use or lease document ("Pink Book" or lease contract). A residence cannot normally be used directly as a registered address for a foreign company. -
Investment capital requirements
Authorized capital: There is no uniform minimum, but it needs to match the scale of the company's operations and the industry, and needs to be set out in the Investment Registration Certificate. Certain industries (e.g. real estate, finance) have specific minimum capital requirements.
Paid-in capital: It is required to be in place within 90 days after the establishment of the company and the capital verification report is issued by a legal accounting firm in Vietnam. -
Shareholder and Legal Representative Requirements
Shareholders: Foreign companies or individuals may hold shares in 100%. At least 1 shareholder is required.
Legal Representative: The company must appoint a legal representative based in Vietnam. This person must have a valid long-term visa for Vietnam and be primarily responsible for the legal operation of the company. -
Business Scope Requirements
The business scope needs to be clear and specific and in line with Vietnam's National Industry Classification Standard. Some industries (e.g. education, healthcare, logistics, etc.) need to obtain relevant industry licenses before operating.
What are the main types of Vietnamese companies?
Limited Liability Company (LLC)
Joint Stock Company (JSC)
Representative Office (RO)
Branch
Basic information to be prepared for Vietnam company registration
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1. Documents on the qualifications of investment entities
Certificate of incorporation, articles of association and certificate of good standing for foreign shareholders (to be notarized and certified by the host country and consular authentication by the Vietnamese embassy or consulate). Individual shareholders are required to provide certified copies of their passports.
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2. Company registration information
Drawing up 3 alternative company names in Vietnamese; clear business scope; registered address in Vietnam and lease documents; amount of registered capital and the plan to put it in place.
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3. Personnel information
Copy of passport, CV of legal representative, board members (if any) and general director, Vietnam long term visa/temporary residence permit (can be followed up).
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4. Investment plan (feasibility study)
It describes the project objectives, scale, location, technical program, environmental assessment, labor plan and financial budget. This is the core document for applying for the Investment Registration Certificate.
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5. Statutory forms and application documents
Includes standardized forms prescribed by the Vietnamese government such as Application Form for Investment Registration, Application Form for Business Registration, etc.
Registration time: about 1-3 months in total for the entire standard process
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Phase IPre-preparation and notarized certification (about 2-4 weeks)
Prepare home country documents and complete the procedures of notarization, certification and consular certification by Vietnamese embassies and consulates abroad. At the same time, find and finalize the registered address in Vietnam. -
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Phase IICore license application (approximately 4-8 weeks)
Submit an application to the Vietnam Department of Planning and Investment (DPI) to obtain two main core licenses:
Investment Registration Certificate (IRC): authorizes specific investment projects.
Enterprise Registration Certificate (ERC): authorizes the incorporation of a company as a legal entity.
This stage takes the longest time and involves multi-departmental review. -
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Phase IIISubsequent statutory registration (approximately 1-2 weeks)
After obtaining the ERC, it is necessary to publish the company establishment announcement in the designated media and complete the following in sequence: engraving the company's official seal and filing it with the public security department. Declare registration with the Tax Bureau and obtain a tax ID number and license to print invoices. Complete the relevant registration with the Customs and Labor Departments, etc. -
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Phase IVBank account opening and capitalization
With the full set of registered documents, open a corporate account with the Commercial Bank of Vietnam and remit the registered capital to the account and have the capital verified by an accounting firm.
Q&A Frequently Asked Questions
Q1: Can a foreigner 100% own a Vietnamese company?
A: It is possible in most industries. According to the Investment Law of Viet Nam, foreign investors can set up 100% foreign-owned companies in most sectors. However, there are a few "conditional access" sectors (e.g. media, postal services, some transportation, etc.) where there are restrictions on foreign shareholding or specific conditions to be met.
Q2: What is the minimum registered capital required to register a company in Vietnam?
A: The law does not set a uniform minimum registered capital. The amount of registered capital must be "commensurate" with the company's scope of operation, size and business plan, and be evaluated by the Office of Planning and Investment. It is advisable to work out a reasonable capital plan that is acceptable to the approving authority under the guidance of a professional advisor.
Q3: When registering a company in Vietnam, do I have to hire a local employee as the legal representative?
A: Not necessarily. The legal representative can be a foreigner, provided that the foreigner has a valid Vietnamese long-term work visa and temporary residence permit. In practice, many foreign investors choose to hire a trusted person based in Vietnam (either Vietnamese or foreign) for this position.
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