Company Registration in Vietnam 

Vietnam has emerged as one of Southeast Asia's fastest-growing economies, drawing attention from international investors due to its political stability, young workforce, and strategic location near key Asian markets. With a strong export-driven economy, a government supportive of foreign direct investment, and a rapidly expanding middle class, Vietnam is an ideal destination for businesses looking to establish a foothold in Asia.

Whether you are a startup, SME, or multinational corporation, setting up a company in Vietnam provides access to a thriving domestic market and a cost-effective base for regional operations. However, the Vietnamese regulatory framework can be intricate and requires careful navigation, especially for foreign investors.

This detailed guide explores the types of business entities in Vietnam, legal requirements, the registration process, documentation, taxation, and how YKG GLOBAL ensures a smooth and compliant company formation experience.

 Types of Business Entities in Vietnam

1. Limited Liability Company (LLC)

• Most common structure for foreign investors.

• Can be single-member (wholly owned by one entity or individual) or multi-member (up to 50 members).

• Liability is limited to capital contribution.

• Requires a legal representative who resides in Vietnam.

2. Joint-Stock Company (JSC)

• Suitable for large businesses and those planning to issue shares or go public.

• Requires at least three shareholders.

• Can issue shares and raise capital from the public.

• Higher compliance requirements than LLC.

3. Representative Office

• Ideal for foreign companies that want to explore the Vietnamese market.

• Cannot engage in direct profit-generating activities.

• Allowed to conduct market research, promotion, and liaison activities.

4. Branch Office

• Enables foreign companies to carry out business in Vietnam without forming a separate legal entity.

• Can engage in commercial activities.

• Subject to local laws and must have a local representative.

5. Business Cooperation Contract (BCC)

• A contractual arrangement between foreign and local investors.

• No new legal entity is formed.

• Common in sectors with investment restrictions.

 Eligibility Criteria for Vietnam Company Registration

1. Minimum Capital Requirement

   • No general minimum capital requirement, but must be sufficient for the proposed business activity.

   • Specific industries (e.g., real estate, banking) may require higher capital.

2. Foreign Ownership Limits

   • 100% foreign ownership allowed in most sectors.

   • Some industries require joint ventures or have ownership caps.

3. Resident Legal Representative

   • At least one legal representative must reside in Vietnam.

4. Business Address

   • A physical business address in Vietnam is mandatory.

5. Investment Registration Certificate (IRC)

   • Required for foreign-invested enterprises.

   • Issued by the Department of Planning and Investment.

6. Enterprise Registration Certificate (ERC)

   • Issued after the IRC.

   • Registers the business as a legal entity in Vietnam.

 Procedure for Company Registration in Vietnam

1. Determine Business Type and Activity

• Choose the appropriate entity structure.

• Identify business line and obtain relevant codes (based on Vietnam’s business classification system).

2. Apply for Investment Registration Certificate (IRC)

• Prepare required documents, including project proposal and investor details.

• Submit to the Department of Planning and Investment (DPI).

3. Apply for Enterprise Registration Certificate (ERC)

• Submit Articles of Association, details of shareholders, capital structure, and office address.

• Once approved, your company becomes a legal entity.

4. Obtain Business License 

• For regulated industries such as food, education, and healthcare.

5. Post-License Procedures

• Engrave company seal.

• Register for tax code with the local tax department.

• Open a corporate bank account.

• Contribute registered capital within 90 days.

• Register employees with social insurance authorities.

The entire process usually takes 30 to 45 working days for foreign-owned companies.

 Documents Required for Company Registration in Vietnam

1. For Corporate Shareholders:

   • Legalized copy of Certificate of Incorporation.

   • Legalized copy of Articles of Association.

   • Board Resolution on investment in Vietnam.

   • Appointment letter for legal representative.

2. For Individual Shareholders:

   • Legalized and notarized passport copies.

   • Personal bank statements (sometimes required for capital proof).

3. Company Information:

   • Proposed name and office address in Vietnam.

   • Business line and description.

   • Charter capital and ownership breakdown.

   • Information of legal representative(s).

4. Lease Agreement:

   • Office lease contract and property documents.

5. Bank Account and Capital Deposit Proof (post-registration)

 Benefits of Company Registration in Vietnam

• Strategic Location: Access to ASEAN markets, China, and global shipping routes.

• Cost Efficiency: Low labor and operational costs.

• Growing Economy: High GDP growth, favorable demographics, and rising consumer spending.

• Trade Agreements: Vietnam is a member of CPTPP, RCEP, and EVFTA.

• Government Incentives: Tax holidays and customs incentives in industrial zones.

• Skilled Workforce: Large pool of educated and tech-savvy professionals.

• Strong Export Market: Excellent opportunities in textiles, electronics, and manufacturing.

 Various Taxes for Company Registration in Vietnam

1. Corporate Income Tax (CIT): Standard rate is 20%. Preferential rates (10%-17%) may apply in specific sectors or locations.

2. Value Added Tax (VAT): Standard rate is 10%; some goods/services attract 0% or 5%.

3. Personal Income Tax (PIT): Progressive rates from 5% to 35% for residents; 20% flat for non-residents.

4. Foreign Contractor Tax (FCT): Applies to payments to foreign suppliers without a legal presence in Vietnam.

5. Import/Export Duties: Applicable based on product and trade agreements.

6. Social Insurance Contributions: Employers contribute 17.5%, employees 8% (based on salary).

 Why Choose YKG GLOBAL for Company Registration in Vietnam?

YKG GLOBAL provides end-to-end assistance to ensure a smooth, compliant, and hassle-free company registration process in Vietnam:

•  Entity Selection Guidance based on your business goals.

•  Preparation and Legalization of All Required Documents.

•  Seamless Coordination with Local Authorities.

•  Reliable Resident Director/Nominee Services.

•  Registered Address & Virtual Office Support.

•  Banking, Tax, and Post-Incorporation Compliance.

•  Fast-track Licensing for Regulated Sectors.

•  Dedicated Support for Foreign Entrepreneurs & SMEs.

Our in-depth expertise and local partnerships make us the go-to business advisory for foreign investors in Vietnam