Overview:

In recent years, Vietnam has become one of the most strategic destinations for foreign businesses for several reasons: its economic growth rate is constantly increasing, the government supports foreign investments with many incentives and the infrastructure makes it easier to develop your business.

The process of company incorporation in Vietnam is a simple process if you understand and meet certain requirements.

Process:

The process of registering your foreign LLC in Vietnam consists of:

1. Getting an investment registration certificate:

You can issue this certificate at The Department of Planning and Investment. It usually takes about a month to be ready.

Note: in case there are no WTO agreements or local laws regulating foreign ownership in that business category, your business will need to be approved from the Ministry-level.

2. Getting the business registration certificate:

You will also need to get a business registration certificate (BRC), at The Department of Planning and Investment.

Note: The BRC is also known as the Enterprise Registration Certificate (ERC).

3. Doing the Tax registration and payment of the business license tax:

All company’s tax payments and declarations must be done through an online system. In order to get access to this system and maintain compliance with tax regulations, your business must get an electronic signature.

4. Making the Capital contribution:

Once you receive the BRC, you will have 90 days to make the capital contribution. If you fail to do so, you will be subject to paying fines.

5. Applying for sublicenses or permits, if applicable:

Depending on your business, your company may need to apply for sublicenses. In such cases, the registration process will be longer. 

These businesses sublicenses include Manufacturing, Logistics, Recruitment, Trading of special products, or services.

Note: In addition to company registration, Emerhub can also take care of sublicenses or permits, and will assist you in completing any procedures that you may need necessary.

Requirements:

Going through the registration process, you also need to meet some requirements:

• Foreign ownership regulations in Vietnam:

For most industries, Vietnam allows 100% foreign ownership, but for some other cases like advertising, logistics, and tourism, the foreign investor would need a Vietnamese joint venture partner.

• Minimum capital requirement:

Most businesses don’t need minimum capital requirements in Vietnam. However, your capital has to be enough to cover the expenses until the business becomes self-sustaining. 

Note: Some businesses need to meet the minimum capital requirements. These include language centers, vocational schools, real estate companies, banking.

• Registered address:

It is crucial to have a business address to incorporate a company in Vietnam. You have two options:

• Virtual office address: usually for service-based businesses.
• Physical location/office address: for industries like manufacturing, restaurants, and retail trading, among others.

Your address will be checked during the incorporation process by The Department of Planning and Investment.

• Resident director:

Your incorporated company in Vietnam must have at least one resident director. They don’t need to have a residency status when incorporating the business but, they will need a residential address in Vietnam.

Note: If a director is a foreign national and not a founder of the company, then they will need a work permit in Vietnam.

Cost:

The average cost of company incorporation in Vietnam is $20,740. That includes the company incorporation process, the corporate bank account set up, the project management fees, the legal registered office in addition to the government registration.

You can find the detailed fees of your business incorporation, based on the entity type, here.

References
1. EMERHUB, accessed October 2020, https://emerhub.com/ 2. Healy Consultants Group PLC, accessed October 2020, https://www.healyconsultants.com/