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Company Incorporation

Top-rated Company Incorporation Service in Vietnam.

Company Formation in Vietnam

The competent authority to grant a business establishment license includes the Department of Planning and Investment of the province where the company is headquartered and the District Economic Department.

  • For business registration certificate: After the Department of Planning and Investment receives and appraises the valid business dossier, it will issue the business registration certificate.
  • For individual business licenses, individual businesses will go to the District/County economic department to register.

 This is the Company Registrar and governs the process to incorporate a company in Vietnam. It is as per the Companies according to Law on Enterprise Establishment , the content of the enterprise establishment license usually contains information about:

  • Business name and business tax code.
  • Company headquarters address.
  • Business line.
  • Registered capital level and corresponding number of shares/charter capital.
  • Full name, address, nationality, legal document number of the company's legal representative, members of the board of directors/management.
  • Limited liability companies include private companies and joint stock companies.
  • In addition, the license can also certify other information such as phone number, website, email, tax code and other information related to the company's operations.

Vietnam Business Structures that Get You Maximum Benefits

Any individual over the age of 18 can form a company in Vietnam. Even foreigners can own 100% shares in a company.

In Vietnam, you can use the following business structures or entity types to register a company in Vietnam and maximise tax benefits.

  • Private Limited Company
  • Joint stock company
  • Partnership (reserved for certain specific fields).
  • Limited liability company includes: Limited liability company with one member or two or more members
  • Foreign invested company
  • FDI company establishment
  • Subsidiary Company
  • Branch Office

Vietnamese State Law stipulates that any individual or organization, before starting a business, must make a specific choice about the business model of their company. Based on these types of businesses above, it is necessary to choose the appropriate form.

In fact, the license to establish a company is the authority of the State in deciding whether or not to allow the establishment of a business. Although some individuals and organizations submit complete documents, the State still rejects them if the field or industry registered to establish a company adversely affects the common interests of society. At the same time, the State will also limit the number of industries established by the business after being permitted to operate.

Vietnam Company Incorporation Services

Private Limited Company

Local and foreign individuals prefer to opt for . It is a tax-efficient and dynamic structure most suitable for business growth.

  • It can have 1-50 shareholders.
  • At least one director must be ordinarily resident (Vietnam citizens, Permanent Resident).
  • Vietnam corporate income tax is in the range of 20%
  • It has a separate legal identity from company shareholders.
  • It has perpetual existence.
  • It is a legal person having rights of a natural person.
  • It can buy or sell property in its name.
  • It can sue or be sued in its name.
  • The company is responsible for its losses or debts.
  • Transfer of ownership of shares is easy.
  • It is credible to investors, financial institutions, suppliers, & customers.
  • As a tax resident, a local private limited company gets all tax benefits and incentives offered by the authorities.

Joint stock company

Local and foreign individuals prefer to opt for private limited company registration. It is a tax-efficient and dynamic structure most suitable for business growth.

  • It can have 1-50 shareholders.
  • At least one director must be ordinarily resident (Vietnam citizens, Permanent Resident).
  • Vietnam corporate income tax is in the range of 20%
  • It has a separate legal identity from company shareholders.
  • It has perpetual existence.
  • It is a legal person having rights of a natural person.
  • It can buy or sell property in its name.
  • It can sue or be sued in its name.
  • The company is responsible for its losses or debts.
  • Transfer of ownership of shares is easy.
  • It is credible to investors, financial institutions, suppliers, & customers.
  • As a tax resident, a local private limited company gets all tax benefits and incentives offered by the authorities.

  • Shareholders are individuals or organizations that own shares. Shareholders are only responsible within the scope of the capital they commit to contribute.In general, the joint stock company has more advantages in the issues of transferring shares, issuing shares, trading securities and the ability to mobilize capital because there is no limit on the number of shareholders contributing capital. However, these advantages are also the reason why the organizational structure of a joint stock company is quite complicated, leading to stricter legal regulations for this type. However, this is still a popular type and is chosen by many businesses to establish.

Subsidiary Company

A foreign corporate entity can set up a subsidiary company to expand its business activities to Vietnam or local parent company.

  • It has a separate identity from its parent company.
  • The parent company can own 100% shareholding in its Vietnam subsidiary.
  • A subsidiary is treated as a local company. It gets the tax benefits, exemptions, and rebates provided by the authorities.
  • A subsidiary is liable for its debts and losses. The parent company’s liability is limited to its share capital.

Branch Office

The foreign or local companies can also register their branch office in Vietnam

  • The branch office has no separate identity from its foreign parent company.
  • It is taken to be the extension of its parent company.
  • The parent company is liable for its branch’s debts and losses.
  • The management of the Vietnam branch office deals with issues regarding shareholding, business activities, and structure by referring to the Memorandum & Articles of Association of the parent company.
  • It is not treated as a local Vietnam company. It cannot claim the tax benefits, exemptions, and rebates offered by the local authorities.
  • Before company incorporation in Vietnam, discuss your needs with your agent. Because, with the right business structure, you can manage the risk, liability, growth, & branding of business effectively.

Key Requirements to Register a Company in Vietnam

You need:

  • Minimum paid-up capital
  • At least one shareholder
  • At least one local or resident director
  • At least one company secretary
  • Registered local address

Incorporating a Business in Vietnam for Foreigners

Registered Filing Agent: You, as a foreign individual or a corporate entity, can simplify your task by appointing a registered filing agent. A number of Vientammese accounting firms, law firms, or Vietnam secretarial services act in this capacity.

Local Director: Most importantly, you need to appoint a local directo who is ordinarily resident of Vietnam. Vietnammese, Permanent Residents are eligible to act a local director for a new Vietnam company formation.

3 Steps for Company Registration in Vietnam

Step 1: Apply & get your company’s name approved from the Department of Planning and Investment

Supply a list of 3-5 names to the agent. They will check them for availability in Department of Planning and Investment

For the quick approval of the company name:

  • Choose a unique name that will hint at the nature of your business
  • The Department of Planning and Investment rejects names containing vulgar or obscene words
  • It should not violate copyrights or trademarks
  • If your application gets referred to the higher authorities, the approval can take up to 2 months.

The approved company name is reserved for 60 days. The agent can extend the period by another 60 days by applying to Department of Planning and Investment.

Step 2: Documents for Company Incorporation in Vietnam

Following is a list of documents that you need to submit at the time of forming a Vietnam company.

  • Approved Company name
  • Description of business activities
  • Registered local address
  • Particulars of shareholders, directors, company secretary
  • Foreign Individuals: a copy of passport & proof of residential address (overseas)
  • Foreign Companies: Memorandum & Articles of Associations, Certificate of Incorporation
  • Vietnam Residents: A copy of their Vietnam identity card

Step 3: Submit an application to Department of Planning and Investment

The process to incorporate & company formation in Vietnam is online. Submit your documents to your agent who can visit online portal BizFile+ for the task.

Vietnam Company Incorporation

  • Bank Account Opening Documents (E.g. Constitution, BizFile)
  • Government Incorporation Fees
  • Registration with Department of Planning and Investment by payment of Department of Planning and Investment fees
  • Checking of company name availability and reservation of desired name
  • Company Profile/Company Constitution (M&AA)
  • Preparation of Vietnam incorporation documents
  • Company profile/extract from Department of Planning and Investment with Tax ID Number
  • Electronic Certificate of Incorporation
  • Minutes of first board meeting
  • Share certificate(s)
  • Preparation of company kit
  • Email Reminders for Government Filing Deadlines
  • Advisory for Tax, GST

Official Documents Available Post Company Registration

Company Constitution

At the time of company formation in Vietnam, you need to adopt a company constitution (Memorandum and Articles of Association). It is a document that details the rules and procedures that govern the working of your company. It also details the purpose and the rights and responsibilities of the company.

You can either use generic or model company constitution by Department of Planning and Investment or hire experts to prepare a custom one to fulfil your needs. The document addresses issues like:

  • Company name
  • The limited liability of its members
  • The full names, addresses, and occupations of company’s founder shareholders
  • A statement expressing the wish of the first shareholders to form a company as per the Constitution and to own a stated number of shares in its capital

The company constitution also details rules to run the company on a daily basis and how to handle issues that are listed below:

  • Issuance and sale of shares
  • Company meetings
  • Company directors
  • Company secretary
  • Company seal
  • Financial statements
  • Dividends
  • Winding-up

Documents Issued by Department of Planning and Investment to You on Successful Company Registration

Certificate of Incorporation

After the successful incorporation of the company, Department of Planning and Investment sends an email. It contains the registration number of company, date, etc. The email is good enough as a certificate of incorporation in Vietnam. The agent can apply to Department of Planning and Investment for its hard copy.

Company’s Business Profile (BizProfile)

The business profile contains details of the company. It can be downloaded in PDF format after paying a small fee.

  • Company name
  • Registration number
  • Previous names for the company, if any
  • Registration date
  • Principal Business Activities
  • Paid-up capital
  • Registered address
  • Particulars of Shareholders/Directors/Company Secretary

You need a business profile for opening a corporate bank account, signing documents for office lease, subscribing to utilities.

Post-Incorporation Tasks

First Board Resolution

After incorporating a company, its shareholders meet and pass resolutions to hire directors, company secretaries, or company secretarial services, auditors, etc.

Get Licenses and Permits

If your company needs licenses or permits, apply and get them before starting the business activities.

Goods and Service Tax (GST) Registration

If you expect to cross S$1 million in annual turnover, register your company for GST.

Company Seal & Stamp

The company seal and stamp lends credibility to the documents. You need the company seal if your company constitution says so.

Share Certificates

The share certificates are proof of shareholders’ ownership in the company. The company secretary issues them to the shareholders of the company.

Tips for Vietnam Company’s Compliance

Accounting:

Vietnam companies need to keep accounting books in order. It means updating general ledgers, accounts payable and account receivables, or fixed asset ledger, etc. And filing of annual financial statements with Department of Planning and Investment in XBRL format.

Annual General Meeting:

The providers of company secretarial services assist companies in conveying their annual general meeting in every calendar year. The companies need to table their financial statements for the shareholder’s scrutiny.

Annual Returns Filing:

It must file Annual Returns within a month of its AGM.

Corporate Tax:

The due dates of company tax filing are 30 November (paper-filing) and 15 December (e-filing).

Determine Financial Year:

The company can choose any month to start its financial year.

Unique Entity Number:

Corporate secretary Vietnam has to make sure that company’s name and Tax ID is on all of its official documents, correspondence, and business letters.

Global Wits Consultancy Services is a reliable registered filing agent.

We assist our clients in Vietnam business incorporation. If you have any queries about it, call us on +84 707 578386 or send an email at info@gwcs.com.vn to know more.