Are you planning to move your business operations to Vietnam? Are you looking for a comprehensive guide on how to register a company in this thriving Southeast Asian country? If so, you have come to the right place. In this thorough blog post, we will provide international investors and entrepreneurs with the essential information they need about how to Set up a company in Vietnam. From understanding local regulations and customs to selecting the correct legal structure and fulfilling paperwork requirements; this guide is designed to cover every aspect of setting up a business in Vietnam. So read on if you want all the details needed for the successful registration of your business in this country!
Establishing a company is uncomplicated - so long as you are 18+ and not prohibited from entering the business arena, you can register your own enterprise in any province of your choice with no limitations. Except for rare cases, there are no stipulations on how many businesses an individual person may set up.
Before diving into the company registration process in Vietnam, you must first understand the basic requirements for establishing a business in this country.
In Vietnam, opening a business as a foreigner is a breeze since you're allowed to own up to 100% of any company in the majority of industries. However, there are some sectors with restrictions on foreign ownership. These include advertising, logistics, and tourism. In such situations, foreign investors must seek the assistance of a Vietnamese joint venture partner.
International businesses must adhere to World Trade Organization (WTO) agreements, which govern foreign ownership in most industries. Nevertheless, there are certain areas that do not fall under WTO regulations or local legislation--in these cases, approval from the corresponding ministry is essential for business operations and growth.
The minimum capital requirement for registering a company in Vietnam depends on the type of business entity you are setting up.
For instance, the minimum capital requirement for registering a limited liability company (LLC) is VND 10 million (~USD 440). However, if you are looking to register a joint-stock company or foreign-owned enterprise (FOE), the minimum capital requirement increases to VND 30 million (~USD 1,320).
It is essential to keep in mind that certain business lines may require a minimum capital investment. These include:
Language centers
Vocational schools
Real estate companies
Banking
Insurance
Finance and Fin-tech
Before registering a company, you must have a physical office space in Vietnam. This can be either in the form of virtual offices or residential buildings. Any building used for business purposes must be registered with the local authorities and recorded in the company registration documents.
During the incorporation process, The Department of Planning and Investment may require verification of your address. You can submit documents to confirm that you are going to use this specific location for your business after incorporating it. This proof must explicitly state such intentions in order to be accepted as valid evidence. (Virtual office in Vietnam > Quotation)
To register a company in Vietnam, a foreigner must obtain a valid visa. Depending on the type of business entity you are planning to form, the process for obtaining a visa may vary.
For instance, if you are looking to register a foreign-owned enterprise (FOE) in Vietnam, you must obtain a work permit (and visa) before the incorporation process begins. For setting up a joint-stock company, you must apply for an investor visa. And finally, if you are registering a limited liability company (LLC), you must obtain an ordinary visa.
Once the visa is secured, you must obtain a temporary residence card which will be used to register your business.
Every company registered in Vietnam must have at least one resident director. This director must be a Vietnamese national and hold a valid ID card. A resident director is also responsible for managing the company’s daily operations as well as fulfilling the requirements set by the local authorities.
How much does it cost to start a business in Vietnam? The cost of forming a company in Vietnam depends on the type of business entity that you choose. The most popular business entity is a limited liability company (LLC). The standard cost of LLC formation in Vietnam is around $2,700. How does this fee break down? It covers the costs of legal and accounting services, the registration fee for establishing a business in Vietnam's national business registry portal, as well as the cost of obtaining a Vietnam business registration certificate.
The next step to setting up a business in Vietnam is selecting the correct legal structure. The most popular option is an LLC, as it is the easiest to register and offers entrepreneurs a simpler reporting system. It is important to note that there are other legal structures available, such as branch offices and representative offices.
Once you have selected the appropriate legal structure for your business, you can proceed to the next step: registering with Vietnam’s national business registration portal. This process involves submitting an application and receiving your company registration number. How long this process takes depends on the type of business entity that you’re registering, but it usually takes up to 10 days.
Before you can register your business, you need to decide on a company name and register it with the national business registry. To register a company name, you must submit an application to the registry and pay a fee of around $50. How long it takes to register a company name in Vietnam can vary depending on the complexity of your chosen name, but it typically takes around three days.
Once a company name has been registered and approved, the next step is to obtain a business registration certificate. This is a document that confirms the legitimacy of your business. How much does it cost to obtain this certificate? The fee can range anywhere from $100-$300 depending on the type of business entity and the complexity of your business.
If you're looking to officially open a business in Vietnam that is owned by foreign investors, you must obtain an Investment Registration Certificate from the Department of Planning and Investment. This certificate will provide the necessary permissions for your company's operations.
How long does it take to obtain this certificate? The application process usually takes around 30 days.
However, if no WTO regulations or local laws govern foreign ownership in that sector, obtaining the certificate may require extensive time and effort. Your business must obtain authorization from one or more ministries at an executive level for this to occur.
Business Registration Certificate
| No | Filename | Amount | Notarization in foreign countries | Request for consular legalization | Made in Vietnam |
| 1. | Certificate of establishment / Business license for institutional investor
Passport/identity card for investors is and n |
02 | Have | Have | Translated into Vietnamese, Notarized |
| 2. | Audited financial statements for the last 2 years of the investor; or the parent company’s financial support commitment; or a financial institution’s commitment to financial assistance; or guarantee for investor’s financial capacity; or Confirm the investor’s bank account balance relative to the intended capital to invest in Vietnam. | 01 | Have | Are not | Translated into Vietnamese, Notarized |
| 3. | Passport / ID card notarized representative of company law in Vietnam | 02 | Have | Have | Translations into Vietnamese, the c hun g |
| 4. | Office lease contract, Document proving the lessor’s right to lease in Vietnam (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents ) | 01 | Notarized | ||
| 5. | Legal investors need to provide:
– Passport of investor’s legal representative. |
01 | Have | Have | Translated into Vietnamese, Notarized |
The management boards of industrial parks, export-processing zones, hi-tech zones and economic zones shall be responsible for the issuance, revision, and revocation of investment registration certificates relating to all investments within their respective areas.
The Planning and Investment Service is responsible for receiving, issuing, adjusting, and revoking Certificates of Investment Registration for projects located outside industrial parks, export-processing zones, hi-tech zones, and economic zones; with the exception stated in the following case.
The Planning and Investment Service of the provincial jurisdiction where the investor intends to set up their head office or operating outlet for executing the investment project must receive, issue, modify and revoke Certificates of investment registration:
Any venture that requires expansion into multiple provinces;
Any investment venture executed in industrial parks, export-processing zones, hi-tech zones, and economic zones alike can be highly profitable.
A formal request for authorization to carry out the investment project;
If you are an individual investor, please provide a copy of your ID card or passport. On the other hand, if you're investing on behalf of an organization, submit a copy of its Certificate of Establishment or any other document that can validate its legal status.
This investment proposal provides detailed information on the project, such as: who is investing in it, what the objectives are and how much money they plan to raise; where it will take place and for how long; estimated labor needs, requested incentives from investors and expected socio-economic effects.
To confirm financial stability, the investor must present copies of their last two years' financial statements, a letter from their parent company vouching for financing support, an assurance from any affiliated banks that they are willing to provide funding assistance when necessary, and further documentation outlining the investor's creditworthiness.
This office lease agreement requires that the lessor present documentation to prove their right (such as a Certificate of Land Use Right, Construction Permit, and Certificate of Business Registration with real estate business function or similar documents) before they can be approved.
To complete this project, it is essential to obtain permission from the state government for land use. If the leased or allocated land by the State has not been used or its purpose changed with a permit, then investors must submit a copy of their lease agreement along with other documents as proof that they have the authority to utilize these premises.
The law on technology transfer restricts the application of certain technologies, which includes providing names and origins; a process diagram; specifications of machinery, equipment, and primary technological line; as well as conditions for their use. This is all outlined in the List of Technologies section.
If the project is conducted under a business cooperation contract, then this document will act as a formal agreement.
To begin, the investor must register their investment project information on the National Foreign Investment Information System in order to declare it online.
Within 15 after submitting an online application, investors must present their file to the Investment Registration Authority in order to secure their Investment Registration Certificate.
Following receipt of the application, investors will then have access to an online account and be able to utilize the National Foreign Investment Information System which allows them to monitor their application's progress and results.
If your investment registration is successful, the investment registration agency will issue a code through this account to complete your project;
Should the application end up being denied, this agency must provide written notification to the investor and elucidate why it was rejected.
Once obtaining the Investment Registration Certificate, the investor may then proceed with registering a business. This can be achieved by establishing:
A Limited Liability Company (LLC)
Joint Stock Company (JSC)
Partnership
Sole Proprietorship
For LLCs, it is necessary to open an online business registration portal and submit the required documents, such as a copy of the Investment Registration Certificate and the applicable legal documents.
The company must also have at least two founders who are either Vietnamese citizens or foreign investors with valid identification cards. Theoretically, each founder can hold up to 50% of ownership in the company; however, this percentage is usually limited to 49% for foreign investors depending on the size of their investment.
The company's name must be registered with the National Business Registration Portal and is subject to approval from the Department of Planning and Investment. Once approved, a ‘Business Registration Certificate’ will be provided to confirm the registration. The certificate must include information about the company such as its name, address, and business code.
The registration process is relatively simple if all documents are completed correctly; however, the processing time can take anywhere from 7 to 30 days depending on the complexity of the project.
Finally, investors should bear in mind that costs vary depending on the size and type of their businesses in Vietnam.
A business registration application form;
The company’s charter;
A list of members (for limited company) or stakeholders (for joint-stock company);
Certified copies of:
Copies of the ID card or other ID papers of members being individuals;
Decision on Establishment, Business Registration Certificate, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of members being organizations. If a member is a foreign organization, the copy of the Certificate of Business registration or an equivalent document must be consular legalized;
The Investment registration certificate of the foreign investors as prescribed by the Law on Investment
To finalize your business registration, you must submit the application dossier to the National Business Registration Portal within 03 – 05 days. Once approved, a Business Registration Certificate will be issued.
Afterward, it is mandatory that an announcement is published on the same portal within 30 days of being granted a said certificate in accordance with set procedures and regulations.
Should the Company decide to retail goods or open a shop, its establishment shall be subject to certain applicable laws:
As per Decree 09/2018/ NĐ-CP which stipulates the rules for goods trading and activities associated with the purchase and sale of commodities by foreign investors as well as organizations having foreign investment capital in Vietnam, retail is defined as a process of selling merchandise to individuals, households, or other businesses for consumption. Consequently, investors are not obliged to acquire a business license if they wish to export, import, or wholesale goods that do not belong in the categories of oil, lubricant, rice, sugar; video items; books; newspapers, and magazines. However, when it comes to retailing goods at commercial establishments and selling them through physical stores setting up shop is essential in order for one to be granted proper permission.
For any foreign investors seeking to conduct inbound international travel, their scope of business must be contained solely in bringing tourists from abroad into Vietnam.
If the enterprise carries out foreign language training, Investors must gain authorization from the Department of Education and Training when obtaining Investment Registration Certificates. Before commencing operations, an enterprise is required to register for a License of operation of a foreign language training center at the Department of Education and Training.
When launching a business, it is essential to be aware of the legalities associated with it. By doing this, you can ensure that your venture remains reputable and sustainable in both the short term and the long-term. These notes will help give your organization an optimal start so that you can focus on building a successful future for yourself and your team.
Company headquarters must be located in a single-family dwelling and cannot be situated within an apartment or multi-unit building.
To guarantee successful business operations for those renting or borrowing a house for their company's headquarters, customers must sign a rental/borrowing contract and request two copies of the land use right certificate from the landlord. This is essential to ensure your rights are protected and that everything runs smoothly.
To ensure that your company is contactable, it's of utmost importance to have someone readily available who can receive any notices. Otherwise, the tax office or business registration agency will list the head office as inactive and consequently result in locks for pertinent codes like Business Code and Tax Code.
Companies should take extra precautions when relocating their head offices to a different district. This is because the business must first adhere to and complete all necessary procedures in order to close the tax district before making any changes to its registration.
According to the Enterprise Law of 2020, customers in search of business formation have a range of options available. These include single-member limited liability companies, multi-member LLCs, joint stock corporations, sole proprietorships, and partnerships. If a customer is managing an ordinary business, they have three fundamental options: one-member limited liability companies, two or more members LLCs and joint stock companies. All of these choices cover the majority of their needs while guaranteeing secure investments.
Notably, the primary distinction between a joint stock company and a limited firm is that the former has access to flexible funding and can engage in trading on the stock market. A joint stock company requires at least three shareholders, but there is no limit to the maximum number of shareholders. Additionally, once a founding shareholder leaves the business it is easy for their stake in the business to be transferred. The greatest advantage that limited companies offer lies in its tight member participation; they can have anywhere from one to fifty members.
Besides, it is prudent to form a joint-stock company if the business needs to participate in stock market trading down the line. Although there are complex activities and internal regulations associated with a joint-stock company, any negligence can result in legal repercussions concerning its operations. Thus, one must be extremely careful when dealing with such matters regarding this type of enterprise.
Due to the sheer number of companies on the rise, finding a unique company name becomes more difficult. Fortunately, with clever prefixes and suffixes attached to your desired company name, you can easily land that perfect title and excitingly launch your business.
Naming a company can be tricky - you must avoid proper names with popular elements such as Samsung, Nokia, Honda, or any other trademarked name to ensure your business is not at risk of being asked to change its name due to duplication. This includes any trademarks that were registered and protected in Vietnam prior to the establishment of your enterprise.
Furthermore, when naming the company, you should make sure that it is trademarkable and able to secure a domain name. This will ensure your business brand can be readily identified in the future with an appropriate and professional encasing.
As stated in the Law on Enterprises, companies will be held accountable for their charter capital and need only to declare that they have met the legally stipulated level - regardless of whether or not it is necessary to pay fees. That being said, enterprises are not obligated to provide evidence or confirm where this money has come from.
When deciding on the appropriate amount of charter capital, operational needs, and contractual obligations must be taken into account. This includes assessing factors such as level of contract signed with a partner, participation in the project, the necessary capital to cover some specific industries, and the license tax rate that enterprises wish to pay. By taking these responsibilities seriously when committing their capital business/company owners ensure they are making reasonable and practical decisions regarding their charter capitals.
If you are an individual establishing a business, within 90 days of receiving your Enterprise Registration Certificate, you may contribute capital to your company in the form of money or by transferring funds into its account.
For organizations that are shareholders of the organization, however, the capital contribution must be made through a transfer to the business's account registered with their local registration authority. Referring to Decree 222/2013/ND-CP and Circular 09/2015/BTC dated January 29, 2015, is necessary in order for this process to take place accurately.
By law, the process of increasing a company's charter capital is relatively straightforward; however, decreasing it can be more complex and time-consuming depending on the shareholders or members. It should also be noted that there are exceptions to this rule in certain cases involving members and shareholders.
Shareholders must fully contribute capital within 90 days or the company will be required to operate for two years before it is able to reduce its charter capital with certain restrictions. To ensure all shareholders are contributing their fair share and that the interests of each member/shareholder in the company remain balanced, companies should consider how much capital they need prior to declaring a charter capital amount in their establishment documents.
Currently, corporations are able to conduct business in any sector that has not been explicitly prohibited by law. That being said, organizations must stay within the fields of expertise they have registered for when registering their business lines in the company profile application. To maximize potential and ensure future success, enterprises should select a wide range of applicable industries during registration.
The current Enterprise Law has a distinct benefit - enterprises are not required to provide documentation for occupations that call for practicing certificates. This means that businesses can expand their operations at will, without having to go through any extra processes afterward due to the business line being omitted from registration when it was first established.
As per Decision No. 27/2018/QD-TTg of the Prime Minister, LHD Law will adhere to and apply industry codes up to Level 4 as stated in Vietnam's System of Economic Sectors when carrying out the implementation of your organization's business line code. With our support, you can have peace of mind knowing that we are applying the correct industry codes for your company.
In conclusion, registering a company in Vietnam can be a complex and time-consuming process. It is important to understand the legal requirements for setting up a business and the necessary procedures that must be followed in order to register it successfully. Additionally, businesses should consider their charter capital needs before declaring an amount in the establishment documents. Lastly, when selecting business lines, companies should ensure that they are selecting an appropriate range of industries that adhere to the economic sectors system.
Everything we do at LHD Law Firm is focused on assisting your business through our investment law expertise and local business experience in Vietnam.
So that your enterprise can grow and expand quickly and avoiding the costly traps that many start-up investors fall into at the hands of unscrupulous lawyers and agents.
How we accomplish this.
We offer the best investment legal service in Vietnam, as well as a wide choice of INDIVIDUAL AND ECONOMIC EFFECTIVE SOLUTIONS for starting a business in Vietnam or managing an existing one.
What we can do ...
Lawyer: Thanh Thuy (email: all@lhdfirm.com)
Lawyer specializing in advising on setting up foreign capital companies in Ho Chi Minh City
LHD Law Firm is here to support you through the company registration in Vietnam process with our expertise and knowledge of the regulations and laws involved. Contact us today for more information about business registration in Vietnam. We look forward to hearing from you. Thanks for reading! Contact us now > free Quotation 🔻
The answer is yes. As of 2018, foreigners are allowed to own businesses in Vietnam, with certain restrictions. Foreigners and foreign-owned businesses are subject to a number of regulations and fees, so it's important to understand them before you begin the business registration process.
The business registration process for starting a business in Vietnam as a foreigner is not overly complicated, but it does require knowledge of Vietnamese business laws and regulations. You’ll need to have a clear business plan and understand the different types of businesses you can register in Vietnam. You should also be familiar with the required documents and fees associated with business registration in Vietnam.
Finally, you’ll need to know the Vietnam business registration number format and how to check company registration in Vietnam. It is important to ensure that all business information is accurate, as mistakes can cause delays or even lead to business closure.
Establishing a presence in Vietnam provides foreign entities with numerous options for setting up their business, such as forming a Limited Liability Company (LLC) with one or more members, developing a Joint Stock Company, creating a Partnership, constituting a Branch Office, and/or opening Representative Offices. Additionally, investors can also contribute capital to existing local companies by purchasing shares/stakes in the organization.
The required documents depend on the type of business and whether it is owned by foreign investors. Generally, you will need the following documents when registering your business in Vietnam: enterprise registration application form; Company’s Charter; list of founding shareholders; list of shareholders that are foreign nationals; business registration or equivalent documents; certified copy of the granted investment registration certificate; and authorization letter for LHD Law Firm.
Prior to receiving the Investment Registration Certificate, investors are required to declare project-related information online via the National Foreign Investment Information System. Only one document is then submitted for review by the designated Investment Registration Authority.
Within 15 days of receiving a valid application, the Investment Registration Authority shall be issuing an investment registration certificate to the investor.
If an investor wishes to register a business, all they need is one document that can be submitted either in person or through the National Public Service Portal online. This simple process with Business Registration Authority will ensure their venture is up and running quickly.
The business registration authority will assess the validity of your submitted documents and decide whether to grant a Business Registration Certificate within three working days.
Prior to any venture into the realm of conditional investment, an investor must acquire a qualified business license. This is required in order for them to operate within this sector and make profits from their activities therein. Therefore, procuring such a license should be one of the first tasks undertaken by would-be investors before they start doing business.
Certain business activities such as retailing goods, logistics services, postal services, educational services, and e-commerce require obtaining a valid business license.
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