How to set up a company in Vietnam? Here are all requirements and processes for Vietnam company registration.
Step 1: Choosing the structure for company registration
Vietnam Government allows foreign individuals and foreign companies to establish a 100% foreign-owned capital company in Vietnam under the form of:
- Limited liability company (“LLC”); or
- Joint stock company (“JSC”).
Both structures limit the company owner’s liability in the registered capital amount. In which, LLC looks more common in Vietnam due to:
- Simple structure for internal management;
- Simple compliance procedures
- JSC shall require at least 3 owners for company registration meanwhile LLC establishment just requires 1 owner.
Step 2: Checking requirements for Vietnam company registration
Establishment of a new company shall require the following things:
- Company office
Vietnam Government allows company establishment with its head office in almost all cities around Vietnam, except for some prohibited areas due to national security.
However, Ho Chi Minh City is highly preferred in light of the economic centre and financial hub of Vietnam. The company registration procedures and other legal procedures here are simple, transparent, and improved regularly.
A physical office is required for company registration. The Authority will assess the office and location before approving the company registration. However, the virtual office can be used as a temporary option if your business plan is simple.
Depending on your business plan, Henrison Law will advise the proper office and helps you connect with the lessor directly to avoid the brokerage cost.
- Business lines of your Vietnam company
All Vietnam companies are required to select and register detailed business line codes. Vietnam companies are only allowed to do business within the scope of registered business line codes.
– Almost all business lines are simple and allowed for registration freely;
– Some business lines are restricted and conditional. The owner has to meet conditions when registering them in the company registration dossier;
– Some business lines are allowed to register them in the company registration dossier, but the registered company has to fully meet conditions before starting the business.
The Vietnam Government has complicated regulation systems governing business lines and business conditions.
Therefore, our team will be always available to assist you in scrutinizing the law and preparing all required conditions in advance.
- Investment capital
The owners have to register the initial investment capital and shall be obliged for doing capital injection to the registered Vietnam company within a required deadline.
Basically, the company owner can register any amount as long as it can reflect the investment capability except for some business lines that have the required minimum capital. Investment capital amount could be concerned as an important factor due to its consequent implication. It can decide how long the company owners can stay in Vietnam in terms of visa regulation and it is deemed the exclusive source for Vietnam company’s expense payment during some first years after establishment.
- Resident director
Vietnam Laws require all companies to have at least 1 director to have a residential address in Vietnam and he/she must stay stably in Vietnam to ensure the legal liability of the company.
Finding a proper resident director is not easy at all. Understanding that issue and we can provide the best offer to you for resident director services.
- Operational license
Depending on the business line, the operation license can be required case-by-case.
Step 3: Preparing the required documents for Vietnam company registration
Subsequently to each business plan, Henrison Law will provide the best advice that fits your plan and represent you to prepare, implement all things for your Vietnam company establishment.
Step 4: Kick off the Vietnam company registration’s project
After collecting all required documents from your side, we shall start the project together. Normally, the Vietnam company registration processes will take around 6 to 8 weeks. Nevertheless, Henrison Law team shall be able to shrink the timeline.
Step 5: Investment registration certificate
Henrison Law will represent you to work, liaise with the Vietnam Authority to obtain the investment registration certificate.
This step will take around 4-5 weeks for completion.
Step 6: Business registration certificate
After completing step 5, Henrison Law is able to obtain the business registration certificate for your Vietnam company.
Step 7: Preparing equipment for the new Vietnam company
After completing step 6 and 7, the Vietnam company basically established. Henrison Law will help you to prepare the equipment for your new company, including:
– Company stamp;
– Electronic signature;
– Electronic invoice;
Step 8: Opening bank account and initial tax registration
All Vietnam companies are required to open the company bank account in Vietnam after completing step 8.
Each bank will have different policies and regulations to open a bank account. Henrison Law will support you to open the bank account and do initial tax registration with the tax authority.
Step 9: Capital injection to registered Vietnam company
The owner(s) has to inject the investment capital sufficiently into the Vietnam bank account of your registered Vietnam company as mentioned in Steps 2 and 5 above.
The deadline for capital injection normally is 90 days from the date of step 5 completion.
Step 10: Preparing conditions for some business lines
As mentioned in Step 2 – Business lines, some business lines will have conditions and require the registered Vietnam company to meet all conditions before starting a business.
The condition normally relates to sub-license. It means the subsidiary license(s) that the registered Vietnam company will obtain after establishment and before starting the business.
Company registration in Vietnam is not simple. Unsure about what you should do? Schedule a free 30 minutes consultation with us and let our specialists help with our proper advice. We can help you with anything relating to company registration in Vietnam.
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