Vietnam Company
Incorporation Services

Vietnam Enterprise Setup Expertise

Using our profound legal acumen and years of experience in facilitating Vietnam-based company registrations, we’re committed to offering our clients an all-encompassing solution for the establishment of foreign-owned businesses.

Grounded on our vast business acumen and prowess, our dedicated team aids clients in aspects such as market analysis, advisory on market entry, initiation, operations, governance, reformation, structuring, and execution of business and investment endeavors in Vietnam. Our primary focus remains to comprehend the specific needs and aspirations of every client, ensuring we provide maximum value under any situation.

For the incorporation of companies in Vietnam, investors must procure two essential certificates:

1. Investment Registration Certificate (IRC)

2. Enterprise Registration Certificate (ERC)

Moreover, for businesses under conditional operating criteria, a specific sub-license is mandated. Hence, providing accurate details about the core activity is crucial for proper guidance.

Regarding the registration and incorporation process, there’s no requirement for the investor to be physically present in Vietnam. Our dedicated team at Premia TNC can draft and dispatch the necessary paperwork to you. Once signed, they can be sent back to us for the submission process.

Further Details for Prospective Investors:

Required Documentation:

    • Individual Investor: Notarized copy of Passport and legalized Bank Balance Account Confirmation Letter.
    • Institutional Shareholder: Legalized copies of Establishment Documents, , Bank Balance Account Confirmation Letter, or Audited financial reports from the previous two years, and Notarized copy of the Legal Representative’s passport (complete). Note: Some sectors or regions might necessitate supplementary documents.

Company Address Specifications:

    • The registration address must be precise and clear.
    • Residences are generally not permissible. In certain scenarios, proofs like land usage rights, office lease agreements, or factory rental contracts might be essential.

Representative Criteria:

    • The upcoming enterprise can appoint single or multiple legal representatives. However, at least one representative should reside in Vietnam.
    • If there’s only one designated representative, they must live in Vietnam and nominate another individual through a written agreement to exercise the representative’s rights and responsibilities during their absence.

Capital Stipulations:

    • The majority of business sectors don’t stipulate a minimum capital threshold. However, capital is one of the factors that prove financial capacity to state agencies for effective company operations and project implementation. In addition, certain sectors like banking, financial services, or manpower services may have specific legal capital requirements. Hence, clarity on the primary business activity helps in providing tailored advice regarding the requisite investment capital.

Lastly, a detailed table highlighting the varied business types for incorporation in Vietnam will be provided.

Features / Entity Type Joint Stock Company Single- member Company Limited Multi-member Company Limited Branch Representative Office
Applicable All investors All investors All investors All institutional investors All institutional investors
Minimum Capital No specific limit but should align with the investment project's scope. Some business sectors shall have capital mandates. Same as Joint Stock Company Same as Joint Stock Company Sufficient for establishment costs. Some businesses have capital mandates. Not applicable
Minimum Number of Shareholders Minimum of 3 (individuals or entities) 1 (individual or corporate) 2 to 50+ (individuals or corporates) Head office ownership Head office ownership
Management - General Meeting of Shareholders.
- Management Board elected by GM.
- Director/General Director appointed by MB or hired.
-Board of Controllers (depeding on numbers of shareholdersand their shares)
- At least 1 legal representative in Vietnam.
- Chairman (sole authorized person) or Members Council (MC) with 3-7 authorized members; Chairman of MC.
- Director/General Director for daily operations.
- At least 1 legal representative in Vietnam
- Members Council (MC) including all investors.
- Chairman decided by the MC.
- Director/ General Director can be a member or hired.
- At least 1 legal representative in Vietnam.
Minimum of 1 Branch Manager Minimum of 1 Chief of Representative Office
Limited Liability Protection Yes Yes Yes No No
Voting Rights 1 voting right per share Complete control over all company activities Voting rights proportional to capital contribution N/A N/A
Operate Business Yes Yes Yes Yes No
Import & Export Activities Allowed if licensed Allowed if licensed Allowed if licensed Allowed if licensed No
Be a Shareholder of Another Entity Yes Yes Yes No No
Open a Bank Account Yes Yes Yes Yes Yes
Issue Stocks to Public Yes No No No No
Conversion to other entity type Yes Yes Yes No No
Statutory Audit Requirement Needed for FDI, public, and listed companies Needed for FDI Needed for FDI For independent branches of FDI companies No
Value-Added Tax (VAT) Varies (5%-10%) based on business line Varies (5%-10%) based on business line Varies (5%-10%) based on business line Varies (5%-10%) based on business line No VAT filing required
Corporate Income Tax Rate 20% 20% 20% 20% N/A
Withholding Tax Rate on Distribution of Earnings Up to 15% Up to 15% Up to 15% N/A N/A
Capital Gains Tax on Share/Interest Transfer Yes Yes Yes N/A N/A
Capital Gains Tax on Share/Interest Transfer Yes Yes Yes N/A N/A
Transfer of Shares / Interest Restrictions within 3 years of incorporation. Allowed with General Meeting of Shareholders' approval. Freely transferable Requires member approval N/A N/A

What advantages come with opting for Premia TNC’s offerings?

  • Access a team of committed professionals with multifaceted expertise.
  • Enjoy consultancy services without any associated fees.
  • Experience competitive pricing with optimal value.
  • Benefit from a streamlined and efficient procedure.
  • Receive unparalleled service quality at all times. 

For further queries or legal guidance on Company Incorporation, reach out directly or complete the subsequent form.

What’s the required investment to launch a business in Vietnam?

While Vietnamese legislation doesn’t set a minimum capital requirement for most sectors, certain specialized industries have exceptions. Nevertheless, investors should earmark an adequate operational budget for their venture. This entire registered capital should be deposited in the company within 90 days from the issuance date of ERC via a Vietnamese direct investment capital bank account.

Is appointing a local director in Vietnam a necessity?

Vietnamese regulations permit both nationals and foreigners to serve as a company’s legal representative. This representative, regardless of their nationality, needs to be stationed in Vietnam during the company’s operational phase. If they’re overseas, they must delegate their responsibilities to another authorized individual.

Frequently Asked Questions

As per the current Vietnamese regulations, there is no mandatory minimum capital requirement for most business lines, with the exception of certain special industries. However, it is essential for investors to ensure a reasonable amount of capital is available to effectively operate the newly established business. The entire registered capital must be contributed to the company within 90 days from the date of establishment, and the contribution should be made through a bank account opened in Vietnam.

The law permits the appointment of either a Vietnamese or a foreigner as the legal representative of the company. However, it is crucial that this designated individual remains present in Vietnam throughout the operation of the enterprise. In the event that the appointed representative is outside of Vietnam, they must provide written authorization to another person, allowing them to carry out their duties on their behalf.

Premia TNC has the optimal solutions for all your business needs.

Get in touch today for a FREE consultation.
No hidden costs, no obligations.

Feel free to drop us an email too!
[email protected]

Premia TNC has the optimal solutions for all your business needs.

Get in touch today for a FREE consultation.
No hidden costs, no obligations.

Feel free to drop us an email too!
[email protected]