Vietnam Company Incorporation Services

Vietnam incorporation service

With our professional legal knowledge and experience of handling Vietnam Company Incorporation, we will strive to provide our clients with one-stop services in foreign-owned company establishment.

On the basis of our extensive business insights and expertise, our team assists customers in market research and entry advice, establishment, operation, management, restructuring, organization and implementation of their business and investment projects in Vietnam. We always seek to understand the demands and desires of each customer to be fully able to bring benefits to them in any circumstances.

For Company Incorporation, there are 2 kinds of Certificates which the investor need to apply for new company set up in Vietnam, including:

1. Investment Registration Certificate (IRC)
2. Enterprise Registration Certificate (ERC)

In addition, in case of operating in conditional business the sub-license shall be required. So the information of principal activity is very important for having some comprehensive guidelines.

For the company registration/ incorporation part, the investor doesn’t need to physically stay in Vietnam; the Premia TNC team can prepare and send you the requisite documents, then you sign and mail to us for filing.

We are here for you.
Have some questions?

CONTACT US

For setting up the investor shall provide the following documents.

  • Individual Investor: Legalized copy of Passport and Confirmation Letter on Bank Balance Account.
  • Corporate Shareholder: Legalized copy of Incorporation Documents, Legalized/Notarized copy of Legal Representative passport (all pages), Confirmation Letter on Bank Balance Account, or Audited financial statements for latest 2 years.

Depending on the business lines and investment locations, the authority may require additional documents.

Location of company’s address requirement

  • The address is used for company registration must be accurate and obvious
  • Apartment is not accepted In some cases we need the evidence to prove the ownership or right of use such as: land use right certificate, office leasing agreement, factory rental agreement.

Designated Representative requirement:

  • The company to be established may have one or multiple legal representatives. In which, at least one legal representative must reside in Vietnam.
  • If the enterprise has only one legal representative, such person must be resident in Vietnam and authorized another person in writing to perform the legal representative’s rights and obligations when leaving Vietnam.

Minimum capital requirement:

  • Most of the business lines shall not require the minimum capital to operate. There is some business such as banking, financing, manpower services,… that requires the minimum capital.
  • So the information of principal activity is very important for us to give some advice to the investor on the investment capital.

Then, please find the summary of business type to be incorporated in Vietnam as below table:

Entity Type

Joint Stock Company

 

One member Limited Company

Two members or more Limited company

 

Branch Representative Office
Applicable All investors All investors All investors All investors All members of WTO
Minimum Capital

Not limit but shall be reasonable with implementation of investment project.

Except for some business require legal capital

Not limit but shall be reasonable with implementation of investment project.

Except for some business require legal capital

Not limit but shall be reasonable with implementation of investment project

 

Except for some business require legal capital

No limit, but must be sufficient for setup costs.

 

Except for some business require legal capital

N/A
Minimum Number of Shareholders At least 3 shareholders (individual or entity) 1 corporate or 1 individual From 2 to 50 or more corporate or individual Owned by head office Owned by head office
Management

Including:

A President being sole authorized person or Members Council (MC) with 3 to 7 authorized persons and one person being the Chairperson of the MC;

A (General) Director, who is managing the daily operations of the LLC.

At least having 1 legal representative regularly stay in Vietnam

Including:

A Members Council (MC) including all investors; 

A Chairperson of the MC as decided by the MC; and

A (General) Director who can be one of the members or another person hired by the Company.

 

At least having 1 legal representative regularly stay in Vietnam

Including:

A General Meeting of Shareholders (GM)consisting of all shareholders;

A Management Board (MB) as elected by the GM; and

A (General) Director who is appointed by the MB or another person hired by the Company

 

At least having 1 legal representative regularly stay in Vietnam

At least 01 Branch Manager At least 01 Chief of Office
Limited Liability Protection Yes Yes Yes No No  
Voting Rights 1 voting right per share The owner of company has all power for the entire company activities The voting rights based much on portion of capital contributed in company capital N/A N/A  
Operate Business Yes Yes Yes Yes No  
Carry-out Importing and Exporting Activities Yes if permitted in the license Yes if permitted in the license Yes if permitted in the license Yes if permitted in the license 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 Required for FDI, public company and listed company Required for FDI Required for FDI independent branch of FDI company No  
Business Tax Rate (VAT) Base on business line (from 5%-10%) Base on business line (from 5%-10%) Base on business line (from 5%-10%) Base on business line (from 5%-10%) Do not need to file VAT  
Income Tax Rate 20% 20% 20% 20% N/A  
Withholding Tax Rate on Distribution of Earnings Yes (maximum 10%) Yes (maximum 10%) Yes (maximum 10%) N/A N/A  
Tax Rate on Undistributed Retained Earnings N/A N/A N/A N/A N/A  
Capital Gains Tax on Share/Interest Transfer

Yes

 

Yes Yes N/A N/A  
Transfer of Shares / Interest

Within 3 years from incorporated, founder can and only transfer to other founders; or approved by

General Meeting of Shareholders

Can be transferred freely Must be approved by members. N/A N/A  
   

What are the benefits of using Premia TNC services?

  • Provide a dedicated and professional consultant team are experienced-experts in many other majors.
  • Provide services with completely free of consultant fee.
  • Reasonable and competitive service costs.
  • Quick and hassle-free process.
  • Always ensure the highest quality of service.

Should you need further legal assistance regarding Company Incorporation, feel free to contact us or fill out the following form.

Currently, Vietnamese law does not require minimum capital for most business lines, except for some special industries. However, investors need to secure a reasonable amount of capital to operate the established business. The entire registered capital needs to be contributed to the company within 90 days from the date of establishment through a bank account opened in Vietnam.

The law allows the legal representative of the Company could be Vietnamese or a foreigner. However, that person must be present in Vietnam during the operation of the enterprise. If that person is abroad, he/she must perform the authorization of another person to carry out their duties.