Vietnam has become one of the most attractive destinations for foreign investors due to its strategic location, fast-growing economy, and investor-friendly policies. Setting up a company in Vietnam can be a lucrative move, but it requires careful planning and adherence to the country’s legal framework.
In this comprehensive guide, we will walk you through the process of company registration in Vietnam, covering legal structures, registration steps, required documents, costs, and compliance requirements.
Why Register a Company in Vietnam?
Vietnam’s business environment offers numerous advantages, including:
- Stable economic growth: Vietnam has maintained steady GDP growth over the years.
- Strategic location: It serves as a gateway to ASEAN and other key markets.
- Favorable investment policies: The government provides incentives for foreign investors.
- Competitive labor costs: Skilled and cost-effective workforce.
- Growing consumer market: Increasing middle-class population and domestic demand.
Types of Business Entities in Vietnam
Before registering a company, it’s essential to choose the right legal structure. The most common business entities include:
1. Limited Liability Company (LLC)
- Suitable for small and medium-sized businesses.
- Can be established by one or more investors (single-member LLC or multi-member LLC).
- Shareholders have limited liability.
2. Joint Stock Company (JSC)
- Ideal for larger businesses planning to raise capital through shares.
- Requires at least three shareholders.
- More complex management structure compared to LLC.
3. Representative Office (RO)
- Suitable for foreign businesses looking to explore the Vietnamese market.
- Cannot conduct direct business activities or generate revenue.
4. Branch Office
- A foreign company’s branch can conduct business activities and generate revenue.
- Subject to local compliance requirements.
Steps to Register a Company in Vietnam
Step 1: Choose a Business Structure
Decide on the most suitable legal entity based on your business objectives.
Step 2: Obtain an Investment Registration Certificate (IRC)
- Required for foreign investors.
- Issued by the Department of Planning and Investment (DPI).
- Processing time: 15-30 working days.
Step 3: Apply for the Enterprise Registration Certificate (ERC)
- Issued by the DPI.
- Includes company name, structure, capital, and legal representative details.
- Processing time: 5-7 working days.
Step 4: Register the Business Seal and Bank Account
- Obtain a company seal from an authorized provider.
- Open a corporate bank account for transactions.
Step 5: Tax Registration and Compliance
- Register for tax identification number (TIN).
- Declare and pay corporate taxes (CIT, VAT, and PIT).
Step 6: Obtain Business Licenses (If Required)
- Depending on the industry, additional licenses may be needed (e.g., trading, education, healthcare).
Required Documents for Company Registration
- Application for Investment Registration Certificate (IRC)
- Application for Enterprise Registration Certificate (ERC)
- Charter of the company
- List of shareholders and capital contribution details
- Legalized copies of investor’s passport or business registration certificate
- Lease agreement for business premises
- Bank account confirmation letter (for capital contribution)
Costs of Registering a Company in Vietnam
The cost of company registration varies depending on the business structure and location. Key expenses include:
- Government fees for IRC and ERC issuance
- Legal and consulting fees
- Office rental costs
- Capital contribution requirements
Taxation and Compliance
Once registered, companies must comply with Vietnam’s tax regulations:
- Corporate Income Tax (CIT): Standard rate is 20%.
- Value-Added Tax (VAT): Standard rate is 10%.
- Personal Income Tax (PIT): Progressive rates from 5% to 35%.
- Annual financial reporting and tax filings are mandatory.
Conclusion
Company registration in Vietnam requires a clear understanding of legal structures, documentation, and compliance requirements. Whether you are a foreign investor or a local entrepreneur, following the correct procedures ensures a smooth setup and long-term success in Vietnam’s growing market.
If you need assistance with company registration, consulting with a professional firm can streamline the process and help you navigate Vietnam’s regulatory environment effectively.
