Company Registration in Vietnam: The Correct Way

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How to set up a company in Vietnam

Foreign investors can form several kinds of legal entities with a Limited-Liability Company (LLC) and a Joint-Stock Company (JSC) being the most popular choices of company registration in Vietnam.

The legal entity is then categorized based on the percentage of its foreign investment. As most industries in Vietnam allow foreign entrepreneurs to own up to 100% of shares, a Wholly Foreign-Owned Enterprise (WFOE) is a common business structure in Vietnam. International investors can also find a local partner and incorporate a Joint Venture Company with local-foreign ownership.

Available Legal Entity Types in Vietnam

Limited Liability Company (LLC)

LLC is the most common legal entity type in Vietnam and an excellent choice for small and medium-sized enterprises (SMEs). Single investors can take advantage of its simple corporate structure, which requires one founder only. LLC is not permissible to issue public shares and be publicly listed on the Vietnamese stock exchange.

Learn more about Registering a LLC in Vietnam

 

Joint-Stock Company (JSC)

JSC is recommended for medium and large-sized businesses as its corporate structure is complicated and requires a minimum of three founders. Furthermore, its registration process is often delayed due to more demanding requirements. This kind of a shareholding company allows its owners to issue shares and be listed on the public stock exchange.

Learn more about Registering a JSC in Vietnam

 

Representative Office (RO)

RO is perfect for foreigners wanting to observe the local market and gain market presence before expanding. An RO is not allowed to conduct business activities that generate income and behave like an ordinary company. It is possible for the RO’s head office to sign, adjust/supplement contracts on behalf of foreign company, if s/he is authorised by its legal representative, with the power of attorney being present.

Learn more about Registering a RO in Vietnam

 

Branch

A branch serves as an extension of its parent company. Owners of branches in Vietnam can conduct all parent company’s commercial activities and make a profit without incorporating a separate legal entity.

The Process of Vietnam Company Registration

The incorporation process of each legal entity type is different and takes from 1 to 3 months.

In general, foreign investors should pursue the process as follows:

  1. International investors are obliged to obtain an Investment Registration Certificate (IRC) from the Department of Planning and Investment (DPI).
  2. An Enterprise Registration Certificate (ERC), is the second mandatory document to be obtained during the registration procedure.
  3. After receiving both certificates, investors are obliged to proceed with their tax registration, pay business license tax and make their initial capital contribution.
Company Registration Vietnam - Legal Entity types in Vietnam

Comparison of Business Entity Options for Foreign Investors

LLCJSCROBO
Nature
  1. Easier way to start a business
  2. Ideal for smaller businesses
  3. Protection of personal assets
  4. Shareholder’s liability: limited to shares
  1. Ideal for medium and large businesses
  2. Allows owners to issue shares and be listed on the public stock exchange
  3. Its charter capital assigned to equal portions of shares
  1. Easy to set up
  2. Allow a business to gain a presence in the market before setting up a limited liability company
  3. Not allowed to conduct any business activities that generate income and behave like an ordinary company.
  1. Extension of parent company
  2. Can conduct commercial activities and make profits without incorporating a separate legal entity
Structure
  1. 1 shareholder (can start a single-member LLC)
  2. 2 – 50 members can own multi-member LLC
  1. 3 shareholders (minimum)
  2. No maximum number of shareholders
  1. No need for any shareholder(s)
  2. Local representatives (foreign/local) are sufficient
  1. No need for any shareholder(s)
  2. Smaller divisions are commonly found: marketing, finance, human resources, etc.
Capitalisation
  1. Capital not stipulated
  2. USD 10,000: common, sufficient capital
  1. Initial capital not further stipulated
  2. If so, VND 10B is required
No capital requirementsNo capital requirements
Benefits
  1. 1 shareholder (can start a single-member LLC)
  2. 2 – 50 members can own multi-member LLC
  1. 3 shareholders (minimum)
  2. No maximum number of shareholders
  1. No need for any shareholder(s)
  2. Local representatives (foreign/local) are sufficient
  1. No need for any shareholder(s)
  2. Smaller divisions are commonly found: marketing, finance, human resources, etc.
Benefits
  1. Liability limited to charter capital
  2. Cuts down process and operation paperwork
  3. Continues to exist even in the event of the death of a shareholder/shareholders
  4. Easier to raise capital via angel investors, venture capitalists or other financial institutions
  5. Used to avoid double taxing
  6. Helps to present business as more credible due to its high transparency
  1. Shareholders are only liable for loss or debts that will not exceed the amount of investment they have contributed
  2. Shareholders are allowed to transfer their ownership of share to others without the consent of other shareholders
  3. If the capital exceeds VND 10B, a JSC can be publicly listed at Hanoi Stock Exchange (HNX) or Ho Chi Minh City Stock Exchange (HOSE)
  1. Can recruit employees to handle contracts and promote sales with local partners
  2. Can find goods and services purchase opportunities, and can conduct research and develop products
  3. License is valid for two to five years and can be renewed, allowing participation in investment activities
  4. A foreigner working at a representative office can get a work permit, a two-year multiple temporary residency visa for themselves, as well as their family in Vietnam
  5. A cost-saving investment option for foreign investors with no corporate income tax, no added-value tax, no independent audit, and no financial statement
  6. Easy to shut down
No capital requirements

Consult with Us

How can Cekindo help your business registration in Vietnam?

  • Advise on the most suitable legal entity type.
  • Provide instructions on collecting relevant documents and submission of applications.
  • Act as a local representative to submit your application on your behalf without you being in the country.
  • Provide legal assistance during the business registration set up.
  • Assist in applying for Work Permits.

Step-by-Step Guide of Forming Company in Vietnam

  • Submit your inquiry below
  • Receive a response from our legal team within 24 hours
  • Receive a 1-hour free consultation via phone call or a virtual meeting
  • Send us all the required documents
  • Service payment
  • Let our team process your licensing application on your behalf


Contact Our Consultant

Please send your question(s) by filling in this form. Our consulting team will quickly answer you via E-mail. Feel free to visit our office to get more details about our services.

Selected Testimonials

ryker-logo

Cekindo has been a great help in the incorporation of our company in Vietnam by providing useful information and clear explanation on complicated regulatory procedures. The team went the extra mile by helping us to clarify on other matters pertaining to Vietnam, and proactively helped us to liaise with the respective internal functions on our queries and responded promptly.

Louis Koh Kay Boon
CEO, Ryker Company Limited
Vietnam-import-export-company-logo

It was our pleasure to deal with Cekindo. Indeed, the company with its specialised team was at the highest level of professionalism in dealing with customers and was serious in providing assistance and advice. Many thanks to Cekindo and all the team members. I wish you lasting success in the years to come.

Amer
CEO, Vietnam Family Import Export Company Limited
Shewutrade logo

Cekindo has assisted our company with company registration and nominee director services. Everything has gone smoothly and we wish to have further support in the future. Thank you Cekindo.

Sophie
Founder, Shewutrade Group
Adgorithmics logo

Cekindo Vietnam’s team has always been very responsive and helped us with sense of urgency. We have never been disappointed with Cekindo’s services.

Yasuhiro
Founder, Adgorithmics
cekindo-testimonials

I have successfully received the TRC permit for me and my family, thanks to Cekindo team’s dedication and perseverance. We had some bumps along the way but we got it done, good job. I worked with different consulting companies in the past, outside of Vietnam, Cekindo is one of the most responsive and agile.

Nadav Sarel
Founder & CEO, Telestar Limited Liability Company

Selected clients:

Frequently Asked Questions

Can I set up a company in Vietnam as a foreigner?

What are the company types in Vietnam?

Is there any minimum capital required prior to company registration in Vietnam?

Will I be able to hold 100 percent ownership of a foreign-owned company?

Is there any option how to expand my business without incorporating a company in Vietnam?

I want to set up my company as soon as possible, is there some way to speed up the registration process?

What are the benefits of a local nominee company and shelf company?

I would like to set up a local company, but I do not have a reliable local partner to act as the shareholder. What should I do?

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