Company Incorporation in Vietnam: Essentials Every Foreign Investor Must Know

Incorporating a company in Vietnam as a foreigner can be a difficult process. Read through the essentials you need to know.

So you are ready to invest in Vietnam, but the thought of investing in a developing country with an antiquated bureaucracy seems daunting?

Changes are made regularly to rules and regulations, especially in Vietnam, where economic and social growth is on the rise. However, the pace of development opens up profitable opportunities. Foreign investors need to be kept up to date with the constant changes in the business world to ensure the company incorporation in Vietnam is completed efficiently on the road to success.

Investing in Vietnam? See Cekindo’s A-Z Company Registration Services

In order to dodge those newcomer mistakes, we have devised an essential guide for foreign investors to follow when incorporating a company in Vietnam.

IRC and ERC

An investment registration certificate (IRC) is the first step to establishing a company in Vietnam. Within this project, foreign investors have to have an ‘approval’ as such to reach their company’s incorporation in Vietnam.

The foreign investor must then proceed to an enterprise registration certificate (ERC) which usually takes around one week. Once both certificates have been awarded, the company can move on to the further, mandatory stages like tax registration for example.

Legal representative in Vietnam

In Vietnam, it’s a requirement that every company has to have at least one legal representative in the country. Their role is to ensure that laws and obligations are followed and the company is engaged in transactions that may take place between other parties. The legal representative’s full name and details need to be present in government documents as they are the primary person representing the company.

vietnam company incorporation essentials

A Business address in Vietnam

It’s a binding requirement that all companies in Vietnam require a fixed, business address for their company. For convenience purposes, companies are allowed to use Virtual offices as a fixed business address by the investing company. Lawyers and other service providers can lease out offices at a cost for their clients. A certificate of the Land Use Right of the leased property will be issued.

The issuing process of an IRC and ERC

For an IRC to be issued, it usually takes 15 days from the date of the approved application to be completed. Upon the completion of the application forms, the ERC will be processed by the Business Registration Division of the Department of Planning and Investment. This usually takes three working days from the completed application. Both are subject to delays in the collation of documents and the completion of forms.

Establishing 100% Foreign-owned company

In Vietnam, it is possible to establish a company that is 100% in your name and under your control as a foreigner. However there are some restrictions according to industries/Tourism and advertising companies, for example, must be established with a local partner. Regarding minimum capital requirements, in Vietnam, there is no official minimum capital requirement.

Contact one of our consultants now to find out if your business line can be 100% foreign-owned.

Documents required in order to establish a company

In Vietnam the specific documents that are required for a corporate investor are as follows:

  • Certificates of the company’s legal documents
  • Original bank statements
  • Passport or ID card of the legal representative
  • Passport or ID card of a representative who is authorized by the investing company
  • Lease contract
  • Documentation of the leasing right of the landlord

Regarding an individual investor, the documents that are required are:

  • Passport of the owners
  • Original bank statements
  • Lease contract
  • Documentation of the leasing right of the landlord

Related article: What are the Benefits and Challenges of Registering a Company in Vietnam?

Investors contribution to Charter Capital

For foreign investors, it is expected that they contribute their Charter Capital within 90 days from the date of ERC being issued. The Charter Capital is the amount that shareholders contribute within a prescribed time limit. Upon approval from the local licensing authority, investors cannot increase or decrease the amount. It can either constitute 100 percent of the total investment capital or can be used in combination with loan capital to produce the total investment of the company.

Post-registration of a company in Vietnam

Once the company has been established in Vietnam, additional procedures need to be fulfilled. The post-licensing procedure includes purchasing a company seal, registering tax reports, opening bank accounts, etc. Cekindo can support you with this process from the very beginning to post-registration.

Consult a professional now for world-class business incorporation in Vietnam

Cekindo’s specialists can assist you throughout this procedure to clarify any uncertainty. Speak to one of our team members today and leave your company incorporation procedure to us. Start by filling in the form below.

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Tomas Svoboda - Cekindo - Vietnam Country Manager

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Ing. Tomas Svoboda

Tomas is the co-founder & Chief Business Development Officer responsible for Vietnam. His role is to define the key potential of the Vietnamese market and to ensure that Incorp's branch in Vietnam provides its clients with smooth and hassle-free market entry solutions.