Register Company in Vietnam

Register company in Vietnam: Introduction

To register company in Vietnam is hassle-free if you are familiar with the entire incorporation process. With Tetra Consultants at the wheel, you will be able to dedicate your time and resources to other more important channels.

With our lean-and-mean mentality, you can rely on our team of experts to provide you with a seamless experience throughout the whole process of Vietnam company registration Our ultimate goal is for your Vietnam business to be operationally ready within the stipulated time frame.

Our service package includes everything you will require for starting a business in Vietnam:

• Vietnam company registration with the Association of Certified Public Accountants (VACPA)
• Professional Vietnam nominee director service
• Local company secretary and registered address
• Opening of corporate account with a bank
• Annual accounting and tax services

How long to register company in Vietnam and open corporate bank account?

• Tetra Consultants will complete your Vietnam company formation through a seamless and fuss-free procedure.

• Upon receiving the required due diligence documents of the directors and shareholders, Tetra Consultants will incorporate your business within 2 months.

• You can expect to receive your Vietnam company tax number and the documents of your new company including Business Registration Certificate, Investment Registration Certificate, Memorandum of Association (MoA) and Article of Association (AoA).

• Tetra Consultants will then proceed to apply for the Foreign Investment License and complete your company tax registration. Tetra Consultants will also assist you to design and create your company seal. These processes will usually take around 3 months to complete in total.

• After successful company formation, Tetra Consultants will assist in opening a corporate account with a local Vietnam bank of your choice. This will take around 1 month to complete.

• Consequently, you can expect to start operations and issue invoices with your Vietnam within 6 months upon engaging Tetra Consultants.

• Tetra Consultants’ team of Chartered Accountants will ensure that your newly established company will continue to meet regulatory laws set by the Vietnam Tax Department. This includes providing you with monthly bookkeeping, preparation of financial statements and annual tax return filings.

Can a foreigner register company in Vietnam?

• Vietnam’s government offers foreign investors several options on the different types of business entities to choose from when they register company in Vietnam. Tetra Consultants will advise you on the steps and requirements for opening a business in Vietnam.

• Business owners setting up a foreign owned company can choose to set up the following business entities: Limited Liability Company (single-member or multi-member), Joint-Stock Company, Partnership Company, Branch Office and Representative Office.

• Amongst these types of corporations available for set up, Vietnam does not give any notable difference in treatment towards the different structures of enterprises with respect to foreign direct investment (FDI) even as compared to domestically invested companies. 

• Generally, business owners can incorporate a Vietnam business with 100% foreign ownership in most sectors.

• The requirements for business set up for a foreigner include:

• • Minimum paid-up share capital of US$10,000

• • Appointment of a resident legal representative 

• • At least one resident director

• • Registered address 

• For foreign companies that wish to set up a branch office in Vietnam, they must show evidence that they have been conducting business abroad for a minimum of 5 years previously. 

• For foreigners on the lookout for company formation in Vietnam, it is important to note that at least one local resident legal representative is required. The local legal representative can be the resident director. If the company wishes to appoint another legal representative who is a foreigner and not yet a resident in Vietnam, it is required that they travel to Vietnam to obtain their work permit. Appointed foreign legal representatives also need to have at least 1 year of experience in a managing position.

Types of companies in Vietnam

• Tetra Consultants will assist in incorporating your business in Vietnam. There are 5 main types of corporations available for business owners who wish to register company in Vietnam, including the Limited Liability Company, Joint-Stock Company, Partnership Company, Branch Office and Representative Office. It is important for you to give extensive consideration to each type of business structure before you proceed with Vietnam company registration.

Limited Liability Company (LLC)

• A limited liability company is set up through the process of members paying capital contributions to the business. This is the most popular form of incorporation in Vietnam, with a total of 100,000 enterprises newly registered as an LLC per annum. 

• There are two types of legal liability companies: single-member LLC and multi-member LLC. 

• Single-member LLCs are more popular than multiple-member LLCs. For a single-member LLC in Vietnam, there is only one member, however, for multiple-member LLC, at least 2 members are needed, with a maximum of 50 members. The responsibility of members revolves around being responsible within the scope of their contributed capital.

• For single-member LLCs, the owner is entitled to transfer the capital partially or wholly and can raise their capital by increasing charter capital. 

• On the other hand, in multiple-member LLCs, each member is entitled to transfer partially or wholly their capital by offering it to the other members in proportion to their capital in the company. Members can only transfer to non-members if the capital is not fully bought by remaining members within 30 days of the offering date. 

• Multiple-member LLCs can increase their charter capital by increasing the capital of existing members or attaining contributions made by new members.

• An LLC may be established by foreign investors as a 100% foreign-owned enterprise, or as a joint-venture enterprise with at least one Vietnamese investor.

• The advantages of having to register company in Vietnam in the form of an LLC include the ability to decide on all matters in connection with business operation, simple management, higher cost savings, and control over change of members.

• The disadvantages include incited doubt in company capacity by clients or partners due to the limited scope of the capital. This is especially relevant for small-sized companies. Members are not allowed to reduce the charter capital during the operating time. Furthermore, it might be hard to gain trust from partners and clients in case of low charter capital.

Joint Stock Company (JSC)

• A joint-stock company (JSC) is a type of business in which shares of the company’s stock can be bought and sold by shareholders. This would mean that their charter capital is divided into equal portions called shares. Shareholders can be organizations or individuals. 

• A minimum of 3 shareholders is needed, with no cap on the maximum number of shareholders. 

• Again, the responsibility of members revolves around being responsible within the scope of their contributed capital. 

• It is important to note that a joint stock company is the only type of Vietnamese corporation that is able to issue corporate bonds and can be listed on the Vietnamese stock exchanges. 

• Within the first 3 years of establishment, the founding shareholders are permitted to freely transfer their shares to other founding shareholders or transfer common shares to non-founding shareholders if mandated during the General Shareholders Meeting. 

• After 3 years, founding shareholders are entitled to the right to freely transfer shares, with exception of voting and preference shares. Methods of raising capital for the company would be the issuance of either shares or bonds.

• The advantages of incorporating as an SC includes the high capacity in raising capital, the ability to operate in different business sectors, as well as being permitted to transfer shares freely (with some exceptions).

• However, there may be potential bureaucracy in management and operation due to the need for approval by the Board of Management as well as the General Shareholders Meeting. This would adversely affect the company’s rights and obligations to operate. 

• Other disadvantages include more costly administrative fees as compared to other forms of enterprise, as well as more stringent governing under the regulatory framework, especially with regards to the finance and accounting department.

• A joint stock company may be established by foreign investors as a 100% foreign-owned enterprise, or as a joint-venture enterprise with at least one Vietnamese investor.

Partnership Company

• A partnership company is a formal arrangement by two or more general partners to run a business and split its profits. 

• There are multiple types of partnership companies. This is demonstrated by some businesses where all partners share liabilities and profits equally, in contrast to others, where partners have limited liability. 

• However, it is important to note that all partners have unlimited liability for the operations of the partnership. For partnership companies, there must be at least 2 members to co-own the corporation. Partnership members are to be individuals and they may recruit capital contributing members. 

• All partnership members are liable within the scope of all their personal properties, where the responsibility of members revolves around being responsible within the scope of their contributed capital.

• Partnership members are permitted to transfer their shares partially or wholly if given consent by other partnership members. 

• Methods of raising company capital would be through increasing the capital of current members or by enrolling new contributions from new members. 

• The advantages of incorporating as a partnership company would include forging trust and connections easily amongst partners and clients due to the unlimited liabilities within the scope of all properties. Prestige is also usually associated with partnership companies.

• However, setting up a partnership company means being liable within the scope of all properties which may be a huge risk for partnership members. The company is also not allowed to issue securities to raise capital.

Branch Office 

• Foreign companies incorporated outside of Vietnam can choose to incorporate a branch office in Vietnam. 

• The foreign company must have been incorporated and conducting business activities for at least 5 years outside Vietnam.

• A Vietnam branch office must appoint a resident representative, file annual tax returns and submit audited financial statements.

• The Vietnam branch will not be recognized as a separate legal entity from the parent company. No tax will be withheld on transfers of profits from the branch to the parent company. 

Representative Office

• Foreign companies incorporated outside of Vietnam can choose to incorporate a representative office in Vietnam. 

• This type of company is prohibited from performing income-generating business activities.

• Business owners may choose to incorporate a representative office if their main purpose is to conduct market research and promote the activities of their parent company.

How to register a company in Vietnam?

Our team of dedicated consultants has summarized the steps required for company formation in Vietnam. We recommend you to go through the same for an extensive understanding of the registration process that takes place upon engaging Etra Consultants for your plans to expand in Vietnam.

Accounting and tax obligations

• Many international clients engage Tetra Consultants for Vietnam accounting and tax services. Tetra Consultants will timely complete your firm’s financial statements, corporate tax returns and manage auditors on your behalf without the need to travel. It is crucial to meet the deadlines stipulated by the Vietnam Association of Certified Public Accountants (VACPA).

• The company is obligated to make quarterly tax payments, based on income estimates. However, corporate tax income returns only need to be filed on an annual basis with the General Department of Taxation. 

• All companies incorporated in Vietnam are required to pay a Corporate Income Tax rate of 20%, regardless of where the income is derived from.

• Foreign companies that are not incorporated in Vietnam but carry out business activities in Vietnam will be subjected to Foreign Contractor Tax (FCT) instead. The FCT consists of value-added tax (VAT) and elements from the Corporate Income Tax.

• The Capital Assignment Profit Tax (CAPT) = 20%.

• Value-added tax (VAT) will apply to domestic or imported goods and services traded in Vietnam. The VAT is 10% for standard goods and services; and 5% for essential goods and services.

• Companies must also pay a regular tax for their business license every year, beginning from the second year onwards.

• All accounting records must be kept in the local currency (Vietnamese Dong) and the translation must be done by the relevant competent authorities. 

• In addition, the company’s annual financial statements have to be audited by a Vietnamese-based auditing company and are to be filed with the licensing agency, Ministry of Finance, statistics office and tax authorities 90 days before the end of their fiscal year.

• Tetra Consultants will assist you in applying for these tax considerations.

Why register company in Vietnam? 

• Before you register company in Vietnam, it is important to understand the business landscape of the jurisdiction. This is to ensure that your newly established entity will be able to safely and legally conduct business, while striving towards your long-term business goals.

Political

• Vietnam’s Ministry Department of Planning and Investment predicts that Vietnam’s GDP will rise by 1.35 percentage points by 2035 due to the ratification of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) as well as the EU-Vietnam (EVFTA). This would accelerate GDP growth by up to 15%. 

• Vietnam largely benefited from the US-China trade war dated from July 2018. This is seen from the 29% rise in Vietnamese exports to the US in quarter 1 of 2019, which makes the US the largest importer of Vietnamese goods.

Economical

• Vietnam receives one of the highest amounts of foreign direct investments (FDI) in the South East Asia region, which constitutes investments mainly from other Asian countries such as Hong Kong.

• Vietnam boasts a ten-year streak of strong GDP growth averaging about 7% per annum.

• Although Vietnam started as a poorer third world country, economic reforms known as the Doi Moi Reforms have catapulted the country towards the lower-middle income range. Vietnam is also confident that it will reach the higher-middle income tier by 2035.

• The average Vietnamese earns US$275 per month, meaning that Vietnam has one of the lowest labor costs in Asia.

Social

• Manufacturing conglomerates have started operations in Vietnam. These conglomerates include Samsung, LG and Foxconn.

• With a population of 98.16 million, Vietnam boasts the third-largest population in Southeast Asia. The population’s median age stands at 31.8 years, with more than 50% being younger than that.

• Vietnam has high internal penetration levels with literacy rates standing over 95%.

• Vietnam is ranked 70 out of 190 countries for ease of doing business by the World Bank Group, an improvement from past years.

• However, there is a heavy reliance on cash payments in the Vietnam economy, with up to 90% of the transactions done in cash due to a lack of trustworthy cashless systems.

Technological

• Vietnam has a strong e-commerce industry with e-commerce revenue reaching US$11.8 billion in 2020. This accounts for almost 5.5 percent of total retail sales of goods and services in Vietnam.

• Vietnam’s fintech industry is also booming with the number of fintech startups growing almost 180% between 2017 and 2020. Their digital economics landscape seems to be expanding, with companies such as Momo, Money Lover, Kyber Network and TomoChain dominating the industry.

Legal

• The Socio-Economic Development Plan 2016-2020 rolled out by the Vietnamese government focuses on reforms and policy changes that are attractive to foreign investments. Such policies are aimed towards increased transparency in the jurisdictions of business set up.

• Vietnam has signed the Free Trade Agreement (FTA) with the European Union which has commenced in 2018, as well as the Transpacific Partnership (TPP) with China.

• Vietnam is also a member of the ASEAN and World Trade Organization which elevates the ease of doing business with other countries.

• Vietnam has signed more than 80 double tax agreements.

• However, companies that set up in Vietnam may experience some levels of bureaucracy. The lack of financial transparency is high in Vietnam due to the inconsistency in government policies which stems from overlapping jurisdictions within government ministries.

• In addition, there are certain restrictions on foreign investments pertaining to industries that deal with chemicals, drugs, minerals, firecrackers and some biological businesses.

Environmental

• According to the World Air Quality Report by AirVisual, Ho Chi Minh city is one of the most polluted cities in Southeast Asia.

• Vietnam has acknowledged and ratified this issue with a shift of focus on economic development to sustainable development, with the twelfth party congress report stressing sustainable development and environmental protection.

• A waste treatment plant, funded for $520 million, has been planned to be built outside Ho Chi Minh City by Australian company The Trisun Green Energy Co.

• This insinuates business opportunities in Vietnam in the environmental aspect as Vietnam does not have sufficient support in this aspect.

Free Zones in Vietnam

• Vietnam has been extensively developing industrial zones to further boost foreign direct investment into the country. 

• These industrial zones are segregated by the government based on the type of production for industrial goods and services. There are over 250 industrial zones established within 4 key economic zones in Vietnam, all of which become popular investment options for foreign investors. 

• This is seen in how these industrial and economic zones have accumulated more than 7,500 ongoing domestic projects worth over US$40 billion, and more than 8,000 foreign projects with total capital injected exceeding US$145 billion.

• The 4 main economic zones include:

• • Northern Vietnam Key Economic Region (NVKER)

• • Southern Key Economic Zone (SKEZ)

• • Central Vietnam Key Economic Region (CVKER)

• • Mekong River Delta Economic Zone (MeKEZ)

• Benefits of the free zones include:

• • 99-year land lease for businesses

• • Reduced corporate income tax from 20% to 10% for up to 15 years

• • 50% tax reduction on personal income for employees 

• • Up to 4 years of corporate tax exemption on certain approved projects

• • Exemption from VAT and excise tax for goods imported, processed or manufactured within these economic zones

• • Access to cheap labor with a young, working population

Alternatives to company registration in Vietnam

If you would like to do business in Vietnam but do not wish to or are unable to register an entity in the country due to the limitations imposed on foreign business owners, you can consider some alternatives.

Business Cooperation Contract

• This refers to a collaboration between two parties, usually a Vietnamese business entity or investor, and a foreign investor.

Special Purpose Vehicle

• This refers to a type of business cooperation between two business parties, solidified with a contract. It can be used as an alternative to engaging nominee businesses, which are less accepted by local authorities in recent times.

Employer of Record

• This allows foreign investors to employ staff in Vietnam without resorting to setting up a company. Tetra Consultants can act as your business’ employer of record

Importer of Record

• This is suitable for foreign business owners or investors who only wish to trade in Vietnam and do not require company incorporation. An importer of record then will allow you to import goods into Vietnam with ease and speed.

Looking to register company in Vietnam?

• Tetra Consultants will be your one-stop solution for all your concerns regarding how to start a business in Vietnam. Our services include company formation, registered agent, registered address and business bank account opening

• Contact us to know more about how to register company in Vietnam. Our dedicated and experienced team will revert within the next 24 hours and answer all your queries.

FAQ

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