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Southeast Asia Company
Vietnam Company Registration
Vietnam Company Registration
After Vietnam's accession to the WTO, its market gradually opened up. Now, foreign investors can generally invest 100% in various projects of Vietnamese companies. The economy is steadily growing, fueled by abundant labor resources. With the expansion of the middle class and a population of nearly 100 million, Vietnam's purchasing power is increasing, creating a huge domestic demand market. This has made Vietnam a rapidly growing consumer goods market. There are also business opportunities in infrastructure, healthcare, and agriculture, attracting foreign investors to set up companies and invest directly in Vietnam. As China's economy slows down and labor costs continue to rise, Vietnam is gradually becoming a "must-visit" destination for various industries.
I.Vietnam's Investment Environment Introduction and Advantages
Vietnam is one of the most promising and dynamic economies in Southeast Asia. Its stable political environment, open market economy, and abundant natural resources have attracted numerous global investors. The Vietnamese government has implemented a series of laws, regulations, and policies to encourage foreign investment, ensuring the rights of investors and providing tax incentives.
Location | located in Southeast Asia, is a vital hub for regional trade and investment due to its proximity to China, Cambodia, the Philippines, and major shipping routes. | |
Economic Growth | Strong economic GDP growth, including sustained annual GDP growth consistently outperforming the average. | |
FTA Network | Signed over 18 free trade agreements, providing trade advantages to countries in the Asia-Pacific region, ASEAN, Europe, and other parts of the world. | |
International law | Member of the World Trade Organization and signatory to most major global intellectual property protection conventions, protocols, and agreements. |
Brief Introduction of Major Cities in Vietnam
Hanoi:
Hanoi is the capital of Vietnam and the country’s second-largest city. It is also the largest economic entity in the Key Economic Region (KER) of the northern part of Vietnam. Hanoi continues to experience comprehensive and in-depth development in various sectors. Its economy is growing rapidly, while its spatial planning, infrastructure systems, and urban architecture are progressing towards a civilized and modern direction.
Ho Chi Minh City:
Ho Chi Minh City, formerly known as Saigon, is the largest city in Vietnam and one of the country’s five centrally governed cities. It serves as Vietnam’s economic, trade, transportation, and cultural center. When multinational and technology companies enter Vietnam, they often choose Ho Chi Minh City. The city boasts the country’s top research institutions and the largest international airport. As the most developed city in the country, Ho Chi Minh City has always been the economic hub of Vietnam.
II.Main Types of Foreign Investment Companies in Vietnam
During the investment process in Vietnam, one of the key considerations for investors is choosing the appropriate business entity. According to the regulations of the 2020 Investment Law, there is no distinction between domestic and foreign investors in the choice of company types. Foreign investors can choose from the following company types:
- Limited Liability Company (LLC)
Limited Liability Company (LLC) is most suitable for small and medium-sized enterprises (SMEs) and is the most common legal entity type in Vietnam. It is an excellent choice for small and medium-sized businesses. With its simple company structure, a single investor can establish an LLC with only one founder, and the maximum number of members is 50. Different contribution amounts can be allocated to members, and members have rights and responsibilities similar to shareholders in practice. Unlike Joint Stock Companies in Vietnam, whether it is an LLC with one member or an LLC with two or more members, the issuance of shares is not allowed, and the liability of members is limited to the capital amount stated in the company’s charter.
- Representative office
A representative office is a suitable solution for foreigners who want to observe the local market and gain market share before expanding. A representative office may not engage in business activities that generate income. Only conduct related business on behalf of the foreign parent company. Through a representative office in Vietnam, it is possible to do the following:
> Conduct market research.
>Find an investment partner.
>Find investment opportunities.
> Promote parent company.
>Supervise the contract signing process with Vietnamese partners.
The representative office license is valid for 5 years (except as stipulated on the expiry date of the parent company’s business license or registration certificate), and an application for extension is required one month before the expiration date.
III.Basic requirements for registration of foreign companies in Vietnam
- 1.Foreign Shareholding Regulations in Vietnam
Vietnam allows 100% foreign investment in most industries. These include trade, IT, manufacturing, and education. However, there are limited equity ratios for certain activities/services, such as:
．Fully restricted: military, related printing, etc.
．Partial restrictions: need to have joint ventures with Vietnamese partners, such as tourism, advertising, logistics, etc.
．Special requirements and restrictions: Additional personnel certification conditions such as licenses: real estate brokerage, accounting services, etc.
World Trade Organization (WTO) agreements govern foreign ownership of most businesses. However, some projects are not regulated by WTO agreements or local laws. In this case, approval from the relevant authorities of the industry is still required.
- 2.Minimum Capital Requirements
Most projects in Vietnam have no minimum capital requirements. However, the amount of capital must be sufficient to cover the initial expenses of the company. The Department of Planning and Investment will assess whether your contribution is in line with your business. Generally speaking, it is recommended to register the capital of foreign service or trading companies at least 80,000 US dollars, and if it is a production factory, it is recommended to register at least 100,000 to 150,000 US dollars. Also, some franchises have minimum capital requirements. For example language centers, real estate companies, finance, fintech, etc.
- 3.Registered Address
You must have a business address to set up a company in Vietnam. Service-based businesses such as consulting or trading companies can use the Business Center anchor address. However, certain businesses must have physical offices, such as manufacturing, restaurants, and retail trade.
- 4.Legal Representative
All companies in Vietnam must have at least one legal representative (director). It can be held by foreigners and does not need to have resident status.
IV.Documents required for company registration in Vietnam
For foreign investors to register a company in Vietnam, the required registration documents, procedures, conditions, and regulations for business projects are mainly handled in accordance with the provisions of the Vietnam Investment Law. The documents to be prepared for the Vietnam company registration application are as follows:
- Legal documents of foreign investors. (subject to local verification).
- Bank letter from the foreign investor.(the balance must be equal to or greater than the charter capital value of the new company).
- The English name of the company registered in Vietnam.
- The address, telephone number, fax number, and e-mail address of the company’s head office.
- Register the specific business items of the Vietnamese company.
- The legal capital of an enterprise operating an industry that requires legal capital design.
- The share capital and shareholding ratio of each shareholder member of the company.
- Name, signature, household registration address, nationality, national ID number or passport number, or other legal personal documents of the person in charge of the company.
- Contents of Articles of Association.
- Office lease agreement.
V.Basic process of setting up a company in Vietnam
- Confirm the investment information
Including company name, registered capital of Vietnam company, business items, shareholder
certification documents…. - Apply for Investment Registration Certificate (IRC)
To register a foreign company in Vietnam, you need to apply for an investment license from the Department of Planning and Investment (DPI). It takes about 25 working days to get it. - Apply for Enterprise Registration Certificate (ERC)
Vietnamese companies must also apply for a Business Registration Certificate (BRC) from the Investment Planning Department. BRC is also known as Enterprise Registration Certificate (ERC). It takes about 7 working days to apply for a business license. - Tax registration
After receiving your license, you can apply for tax registration. Remember, you must submit this application within 30 days or penalties will apply. - Bank account opening
Choose a suitable bank to open VND and foreign currency capital accounts. - Capital investment
The registered capital must be remitted within 90 days of obtaining the license. If the remittance cannot be made in time, a separate application for extension is required, and the capital injection must be completed within one year at the latest.
Vietnamese laws and regulations change from time to time, and the gap between words and languages often results in unnecessary waste of time and information gaps. It is recommended to find a professional agency for the details of practical establishment.
1.Confirm the investment information
Including company name, registered capital of Vietnam company, business items, shareholder certification documents….
2.Apply for Investment Registration Certificate (IRC)
To register a foreign company in Vietnam, you need to apply for an investment license from the Department of Planning and Investment (DPI). It takes about 25 working days to get it.
3.Apply for Enterprise Registration Certificate (ERC)
Vietnamese companies must also apply for a Business Registration Certificate (BRC) from the Investment Planning Department. BRC is also known as Enterprise Registration Certificate (ERC). It takes about 7 working days to apply for a business license.
4.Tax registration
After receiving your license, you can apply for tax registration. Remember, you must submit this application within 30 days or penalties will apply.
5.Bank account opening
Choose a suitable bank to open VND and foreign currency capital accounts.
6.Capital investment
The registered capital must be remitted within 90 days of obtaining the license. If the remittance cannot be made in time, a separate application for extension is required, and the capital injection must be completed within one year at the latest.
Vietnamese laws and regulations change from time to time, and the gap between words and languages often results in unnecessary waste of time and information gaps. It is recommended to find a professional agency for the details of practical establishment.
VI.Taxes and tax rates in Vietnam
Foreign investors doing business in Vietnam, regardless of the business structure they choose, must bear the relevant tax obligations. After obtaining a Vietnam company business license, monthly, quarterly, and annual returns will be required, such as Value Added Tax (VAT), Personal Income Tax (PIT), and annual corporate income tax returns, as well as foreign contractor withholding tax returns.
- Corporate income tax CIT 20% (Corporate income tax)
The taxable object is any organization that conducts business in Vietnam and obtains taxable income, and a 20% tax rate is levied on the net profit; exemptions are provided, and some expenses can be deducted from the taxable income.
- VAT 10% (Value-added tax)
VAT is levied on value-added at all stages of the production and distribution supply chain.
The amount levied depends on the type of goods, 10% for general goods and services, 0% for export goods and services related to agriculture, water, food, etc., and the tax is deductible.
- Personal income tax 5% to 35%
Tax residents levied personal income tax according to their global income, and personal income tax rates range from 5% to 35%; non-residents tax 20% according to their income from Vietnam.
級別 | 應稅收入/月 | 稅率 | 計算方法 | ||
第一方法 | 第二方法 | ||||
1 | ≤5,000,000 VND | 5% | 0+5%應收收入 | 5% 應收收入 | |
2 | >5,000,000 | 10% | 250,000 VND+多餘 5,000,000 VND的10% | 10% 應收收入 | |
3 | >10,000,000 | 15% | 750,000VND+多餘 | 15% 應收收入 | |
4 | >18,000,000 | 20% | 1,950,000VND+多餘 | 20% 應收收入 | |
5 | >32,000,000 ≤52,000,000 VND | 25% | 4,750,000VND+多餘 32,000,000VND的25% | 25% 應收收入 | |
6 | >52,000,000 | 30% | 9,750,000VND+多餘 | 30% 應收收入 | |
7 | >80,000,000 VND | 35% | 18,150,000 VND+多餘 80,000,000 VND的35% | 35% 應收收入 | |
- Foreign contractor tax FCT (Foreign Contractor TAX) 2%-15%
What is Foreign Contractor Tax (FCT) in Vietnam?
Foreign Contractor Tax (FCT) in Vietnam refers to the requirement under Vietnamese tax law for foreign enterprises conducting engineering or business activities in Vietnam to withhold a certain percentage of tax from their income payments. This tax measure aims to ensure that foreign contractors comply with Vietnamese legal provisions and pay the corresponding taxes.When is Foreign Contractor Tax (FCT) applicable in Vietnam?
Foreign Contractor Tax (FCT) applies to foreign contractors engaged in engineering or business activities in Vietnam and transactions with Vietnamese companies or individuals. It is also applicable when Vietnamese entities purchase goods and services from foreign suppliers. Based on the relevant service or procurement contracts, the buyer is obligated to declare, withhold, and remit the foreign contractor tax on behalf of the seller to the local tax authorities.
Foreign enterprises conducting engineering or business activities in Vietnam are required to withhold a certain percentage of tax from their income payments. The specific tax rates and applicable regulations are determined by Vietnamese tax laws. The Foreign Contractor Tax includes value-added tax (VAT) and corporate income tax (CIT) and can range from 2% to 15% of taxable income. This tax measure aims to ensure that foreign contractors comply with Vietnamese legal provisions and pay the corresponding taxes.
- Employee Social Insurance
The Social Insurance Agency (SIA) in Vietnam is responsible for managing the government’s social security policies. Social security for Vietnamese citizens is based on three funds: the Social Insurance Fund (SI), the Health Insurance Fund (HI), and the Unemployment Insurance Fund (UI).
Employers contribute 17.5% to the Social Insurance Fund, 3% to Health Insurance and Maternity Insurance, and 1% to Unemployment Insurance. Employees contribute 8% to the Social Insurance Fund, 1.5% to Health Insurance, and 1% to Unemployment Insurance. Please note that the translation provided is for informational purposes only and may not be an exact representation of Vietnamese legislation.
Annual Audit:
The Company also needs to submit annual audit financial statements to relevant national institutions, including:
- Tax authority.
- Planning Department.
- Market management agency.
- Finance department.
Tax application forms and audited financial statements need to be submitted in time to avoid any penalties. Therefore, before the audit, you will need an accountant to prepare account books and financial statements for the company.
VII.Notes for Vietnam company establishment
- The investment document certification acceptable to the Vietnamese government is valid for half a year.
- The registered capital in Vietnam must be transferred from the overseas shareholder’s account to the special capital account. In addition, investors must pay the registered charter capital within 90 days from the date of issuance of the business license.
- After obtaining the business license, you need to start tax registration and declaration.
- After opening a bank account, it needs to be filed with the Planning and Investment Department within 10 days.
Southeast Asian company related services
オフショア会社（Offshore Company）は、海外法人としても知られており、OBU会社と呼ばれることもあります。一般的に、オフショア会社の登録地としてよく選ばれる場所には、英領バージン諸島（BVI）やサモア（Samoa）などがあります。オフショア会社を選ぶ際や運営する際には、まず各国の会社の特性を理解することが重要です…続きを読む >>
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Overseas companies are also called offshore companies, and some people call them OBU companies. Common places to register offshore companies are the B.V.I. and Samoa companies. As for how to choose and operate overseas companies, we should first understand the characteristics of companies in each country…Receive the best>>
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境外公司也称为离岸公司(Offshore Company)，也有人称做OBU公司，常见注册离岸公司的地点如英属维京群岛BVI、萨摩亚Samoa公司。对于境外公司如何选择以及运作，首先应对各国公司特性有所了解…阅读更多>>
其实办理境外公司的程序并不复杂也十分迅速，重要的是后续的操作及维护，如何因应符合最新政策法规，以最便利并符合成本效益的方式运作，建议企业仍须寻求有经验的代办公司协助。
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境外公司也稱為離岸公司(Offshore Company)，也有人稱做OBU公司，常見註冊離岸公司的地點如英屬維京群島BVI、薩摩亞Samoa公司。對於境外公司如何選擇以及運作，首先應對各國公司特性有所了解….閱讀更多>>
其實辦理境外公司的程序並不複雜也十分迅速，重要的是後續的操作及維護，如何因應符合最新政策法規，以最便利並符合成本效益的方式運作，建議企業仍須尋求有經驗的代辦公司協助。
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フィリピン政府は現在、外国投資家がフィリピンで株式会社、支店、または事務所を設立することを許可しており、ネガティブリストに含まれていないプロジェクトについては100%外資所有が可能です。
フィリピンに会社を設立する際、外資系企業の最低登録資本金額は20万米ドルです。小売業に関わる場合は、資本金額が50万米ドル以上必要です。また、資本金額は現地の実際のニーズに応じて調整可能です。続きを読む>>
フィリピンは英語圏の国ではありますが、その政策基準と各部門が確実に連携していないため、手続きの効率や書類がやや複雑です。さらに詳細な情報が必要な場合は、いつでもご連絡ください。 +886-2-2557-5607。
日本政府は、外国資本が日本で株式会社を設立することを許可しており、投資プロジェクトに対する特別な制限もありません。ただし、日本の会社設立には資本金を実際に注入する必要があるため、株主の資金をどのように調達し、どのように資金の流れを確保するかが、投資家が最も直面する困難です。資金の流れや銀行口座の開設を円滑にするためには、一般的に現地の住民またはパートナーを会社の株主として迎えることが推奨されます。これにより、初期の申請手続きをスムーズに進めることができます。
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The Philippine government now allows foreign investors to set up joint stock companies, branches or offices in the Philippines. As long as the projects are not included in the negative list, they can be 100% wholly owned.When establishing a Philippine company, the minimum registered capital of a foreign-funded company is US$200,000; if a retail project is involved, it must be more than US$500,000; the capital amount can be allocated based on actual local needs. Receive the best>>
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The Japanese government allows foreign entities to establish limited liability companies (LLCs) in Japan, with no specific restrictions on investment projects.
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The Japanese government allows foreign entities to establish limited liability companies (LLCs) in Japan, with no specific restrictions on investment projects.
However, since Japanese companies are required to have their registered capital actually paid in, the process of securing the funds from shareholders is a common challenge for investors.
To facilitate the flow of funds and the opening of bank accounts, it is generally recommended to have a local resident or partner as a company shareholder to streamline the initial application process.
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菲律宾政府现已允许外国投资者菲律宾设立股份有限公司、分公司或办事处，只要是在负面清单以外的项目皆可100%独资。
设立菲律宾公司时，外资公司的最低登记注册资本额为20万美元；若是涉及零售项目则须50万美金以上；资本额并可依据当地实际需求到位。阅读更多>>
菲律宾虽为英语系国家，但其政策与各部门未能确实联动，因此办事效率与文件显得较为复杂，进一步相关资讯可与我们联系确认。
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日本政府准许外资在日本成立有限公司，对于投资项目也没有特别的限制。
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日本政府准許外資在日本成立有限公司，對於投資項目也沒有特別的限制。
不過因為日本公司的註冊資金要求實際注資到位，因此股東資金如何到位的金流走向是投資者最常遇到的困難。為便利資金流以及銀行帳戶的開立，一般建議需要有當地的居民或是合夥人作為公司股東，以利前期的申請作業。閱讀更多>>
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菲律賓政府現已允許外國投資者菲律賓設立股份有限公司、分公司或辦事處，只要是在負面清單以外的項目皆可100%獨資。
設立菲律賓公司時，外資公司的最低登記註冊資本額為20萬美元；若是涉及零售項目則須50萬美金以上；資本額並可依據當地實際需求到位。閱讀更多>>
菲律賓雖為英語系國家，但其政策與各部門未能確實聯動，因此辦事效率與文件顯得較為複雜，進一步相關資訊可與我們聯繫確認。
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菲律宾政府现已允许外国投资者菲律宾设立股份有限公司、分公司或办事处，只要是在负面列表以外的项目皆可100%独资。
设立菲律宾公司时，外资公司的最低登记注册资本额为20万美元；若是涉及零售项目则须50万美金以上；资本额并可依据当地实际需求到位。閱讀更多>>
菲律宾虽为英语系国家，但其政策与各部门未能确实联动，因此办事效率与文件显得较为复杂，进一步相关信息可与我们联系确认 +886-2-2557-5607。
菲律賓政府現已允許外國投資者菲律賓設立股份有限公司、分公司或辦事處，只要是在負面清單以外的項目皆可100%獨資。
設立菲律賓公司時，外資公司的最低登記註冊資本額為20萬美元；若是涉及零售項目則須50萬美金以上；資本額並可依據當地實際需求到位。閱讀更多>>
菲律賓雖為英語系國家，但其政策與各部門未能確實聯動，因此辦事效率與文件顯得較為複雜，進一步相關資訊可與我們聯繫確認 +886-2-2557-5607。