Are you a foreigner who wants to tap into the potential and opportunities of the Vietnamese market? Do you want to know how to set up a company in Vietnam legally and efficiently? If so, you have come to the right place.
In this ultimate guide, we will provide you with everything you need to know about setting up a company in Vietnam for foreigners, from the legal requirements, procedures, costs, benefits, challenges, and solutions. We will also share some tips and tricks from an expert who has helped hundreds of foreign entrepreneurs successfully set up their businesses in Vietnam.
By the end of this guide, you will have a clear and comprehensive understanding of how to set up a company in Vietnam for foreigners. You will also be able to make an informed and confident decision about your business venture in Vietnam.
Legal Requirements for Setting Up a Company in Vietnam
Before you start setting up a company in Vietnam, you need to understand the legal requirements that apply to foreigners who want to do business in Vietnam. These include:
Types of Business Entities for Foreigners
There are different types of business entities that foreigners can choose from when setting up a company in Vietnam. Each type has its own advantages and disadvantages, depending on your business goals, preferences, and budget. The main types are:
Limited liability company (LLC)
A company with one or more members who are liable for the company’s debts only to the extent of their capital contribution. An LLC can be either 100% foreign-owned or a joint venture with Vietnamese partners.
Joint-stock company (JSC)
A company with at least three shareholders who are liable for the company’s debts only to the extent of their shares. A JSC can be either 100% foreign-owned or a joint venture with Vietnamese partners. A JSC can also issue shares and bonds to the public.
Partnership
A company with at least two partners who are jointly and severally liable for the company’s debts. A partnership can only have one foreign partner, who can contribute up to 49% of the capital.
Branch
A dependent unit of a foreign company that is allowed to conduct commercial activities in Vietnam. A branch is not a separate legal entity and is subject to the laws and regulations of both Vietnam and the foreign country.
Representative office
A dependent unit of a foreign company that is allowed to conduct non-commercial activities in Vietnam, such as market research, promotion, and liaison. A representative office is not a separate legal entity and cannot generate income in Vietnam.
You need to choose the type of business entity that suits your business needs and objectives. You also need to consider the tax implications, management structure, ownership rights, and operational flexibility of each type.
Criteria and Conditions for Foreigners
There are also some criteria and conditions that foreigners need to meet in order to set up a company in Vietnam. These include:
- Having a valid passport and visa
- Having a minimum capital requirement depending on the type and sector of the business
- Having a business registration certificate from the Department of Planning and Investment
- Having an investment registration certificate from the Ministry of Planning and Investment (for projects that require investment approval)
- Having a tax code, bank account, seal, and labor registration
- Having a suitable office space and address
- Having a local partner or representative (for some sectors that require Vietnamese participation or authorization)
You need to comply with these criteria and conditions in order to operate your business legally and smoothly in Vietnam. You also need to be aware of any changes or updates in these criteria and conditions that may affect your business.
Documents and Information for Foreigners
Finally, there are also some documents and information that foreigners need to prepare and submit in order to set up a company in Vietnam. These include:
- Application form for business registration
- Charter of the company
- List of members or shareholders and their capital contribution
- Passport and visa copies of the members or shareholders
- Power of attorney for the legal representative
- Certificate of incorporation or business registration of the foreign company (if applicable)
- Investment proposal and feasibility study (if applicable)
- Other documents depending on the type and sector of the business
You need to prepare these documents and information carefully and accurately to avoid delays or rejections in your application process. You also need to submit these documents and information online or in person to the relevant authorities within the specified time frame.
If you need assistance or consultation for setting up your company in Vietnam, please contact our service page or click the WhatsApp or hotline buttons. We have a team of professional and experienced consultants who can help you with every step of your business registration process.
Procedures for Setting Up a Company in Vietnam
After you understand the legal requirements for setting up a company in Vietnam, you need to follow the procedures that apply to foreigners who want to do business in Vietnam. These include:
Choose a Type of Business Entity and a Business Name
The first step is to choose a type of business entity and a business name for your company in Vietnam. You need to choose the type of business entity that suits your business needs and objectives, as explained in the previous section. You also need to choose a business name that is unique, meaningful, and compliant with Vietnamese laws and regulations.
To choose a business name, you need to check the availability and validity of the business name on the National Business Registration Portal. You need to make sure that the business name is not identical or confusingly similar to any existing or registered business names in Vietnam. You also need to make sure that the business name does not contain any prohibited words or symbols, such as political, religious, or offensive terms.
This step usually takes one day and is free of charge.
Apply for a Business Registration Certificate
The second step is to apply for a business registration certificate for your company in Vietnam. This is the main document that proves the existence and legality of your company in Vietnam. It contains information such as the name, address, type, scope, and duration of your company.
To apply for a business registration certificate, you need to submit the application form and the required documents and information, as explained in the previous section. You need to submit them online or in person to the Department of Planning and Investment of the province or city where your company is located.
This step usually takes 3-5 working days and costs VND 200,000 (USD 8.6) for LLCs and partnerships; VND 300,000 (USD 12.9) for JSCs.
Apply for an Investment Registration Certificate (if applicable)
The third step is to apply for an investment registration certificate for your company in Vietnam (if applicable). This is an additional document that is required for some projects that involve foreign investment in Vietnam. It contains information such as the name, address, objectives, scale, capital, and incentives of your project.
To apply for an investment registration certificate, you need to submit the application form and the required documents and information, such as the investment proposal and feasibility study. You need to submit them online or in person to the Ministry of Planning and Investment or the provincial People’s Committee, depending on the size and sector of your project.
This step usually takes 15-20 working days and is free of charge.
Obtain a Tax Code, Bank Account, Seal, and Labor Registration
The fourth step is to obtain a tax code, bank account, seal, and labor registration for your company in Vietnam. These are essential for conducting your business activities and complying with the tax, accounting, labor, and social insurance laws and regulations in Vietnam.
To obtain a tax code, you need to register online on the General Department of Taxation’s website. You need to provide information such as the name, address, type, scope, and duration of your company. You will receive a tax code within 5 working days. This step costs VND 100,000 (USD 4.3).
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To open a bank account, you need to choose a licensed bank in Vietnam that offers services for foreign companies. You need to provide information such as the name, address, type, scope, and duration of your company. You also need to provide documents such as the business registration certificate, investment registration certificate (if applicable), tax code, passport and visa copies of the members or shareholders, etc. You will receive a bank account within 5 working days. This step costs bank fees that vary depending on the bank.
To order a seal, you need to choose a licensed provider that offers services for foreign companies. You need to provide information such as the name, address, type, scope, and duration of your company. You also need to provide documents such as the business registration certificate, investment registration certificate (if applicable), tax code, etc. You will receive a seal within 5 working days. This step costs VND 50,000 (USD 2.2).
To register for labor, you need to register online on the Ministry of Labor, Invalids and Social Affairs’ website. You need to provide information such as the name, address, type, scope, and duration of your company. You also need to provide information about your employees, such as their names, positions, salaries, contracts, social insurance, etc. You will receive a labor registration within 5 working days. This step costs VND 300,000 (USD 12.9).
If you need any assistance or consultation for obtaining these essential items for your company in Vietnam, please visit our service page or click on the WhatsApp or hotline buttons. We have a team of professional and experienced consultants who can help you with every aspect of your business operation and compliance in Vietnam.
Start Operating Your Business
The fifth and final step is to start operating your business in Vietnam. This is the most exciting and rewarding part of setting up a company in Vietnam. You can finally launch your products or services, reach out to your customers, and generate revenue and profit.
To start operating your business in Vietnam, you need to comply with the relevant laws and regulations of Vietnam, such as tax, accounting, labor, social insurance, environmental protection, etc. You also need to monitor and evaluate your business performance and make adjustments as needed.
If you need any assistance or consultation for running your business in Vietnam, please contact our service page or click on the WhatsApp or hotline buttons. We have a team of professional and experienced consultants who can help you with every aspect of your business growth and development in Vietnam.
Costs of Setting Up a Company in Vietnam
Setting up a company in Vietnam involves some costs that you need to consider and budget for. These include:
Registration fees
These are the fees that you need to pay to the authorities for obtaining the business registration certificate, investment registration certificate (if applicable), tax code, seal, and labor registration. The total amount of these fees may range from VND 650,000 (USD 28) to VND 850,000 (USD 37), depending on the type of business entity.
Capital requirement
This is the minimum amount of capital that you need to contribute to your company in Vietnam. The capital requirement may vary depending on the type and sector of the business but generally ranges from USD 3,000 to USD 300,000.
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Office rental
This is the cost of renting a suitable office space and address for your company in Vietnam. The office rental may vary depending on the location, size, and quality of the office, but generally ranges from USD 10 to USD 40 per square meter per month.
Legal and accounting services
These are the costs of hiring professional lawyers and accountants to help you with the legal and financial aspects of setting up and running your company in Vietnam. The legal and accounting services may vary depending on the complexity and scope of your business but generally range from USD 500 to USD 5,000 per year.
Other costs
These are the costs of other expenses that you may incur when setting up and running your company in Vietnam, such as utilities, internet, phone, transportation, marketing, etc. The other costs may vary depending on your business needs and preferences but generally range from USD 200 to USD 2,000 per month.
If you want to get a detailed and customized quote for setting up your company in Vietnam, please contact our service page or click on the WhatsApp or hotline buttons. We have a team of professional and experienced consultants who can help you with every aspect of your business budget and planning in Vietnam.
Setting up a company in Vietnam presents an exciting opportunity for entrepreneurs looking to thrive in a dynamic business landscape. Our comprehensive, step-by-step guide is your key to unlocking success in this endeavor. To ensure a seamless and compliant establishment of your business in Vietnam, it’s crucial to collaborate with local experts and stay vigilant about regulatory updates.
Ready to take the first step toward your entrepreneurial journey in Vietnam’s vibrant market? Contact our experts today at (+84) 915 704 883, and let’s get started on your path to business success. Don’t miss out on the incredible opportunities that await you!