Vietnam Company Incorporation Services
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.
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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.
HOW MUCH CAPITAL IS NEEDED TO PUT UP THE BUSINESS IN VIETNAM?
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.
IS IT MANDATORY TO REGISTER A LOCAL DIRECTOR 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.