Vietnam Company Registration

Register your company in Vietnam fast & hassle-free

The company registration in Vietnam is quite complicated due to the Vietnamese regulations on market-access limit for foreign investor and foreign ownership. There are ways to protect the foreign interest when setting up the company, and so you are best advised to consult with a law firm before set up to make sure you are proceeding in a way that gives you security, and provides the best structure going forward.

Speak to our team!

ATA Outsourcing Vietnam has the experience and expertise to set up any type of business in Vietnam. Contact us for free advice on the best way to proceed.

 
 






    A company in Vietnam is treated as a legal entity. As such, the shareholders are limited in their liability to the amount of capital put into the business, provided that the company is operating within the scope of its registered objectives.

    To set up a liability limited company in Vietnam, there are five critical considerations:

    1- Shareholders

    There must be a minimum of 01 shareholder – these can be Vietnamese individual, Vietnamese company, foreign individual or foreign company. In case of there is only one shareholder, the shareholder shall be the owner of the company. To be considered as a local company, the foreign ownership must be not higher than 50%, and in this case the company shall not subject to market-access limit for foreign investor. But if the foreign ownership is higher than 50%, ATA Services can structure the company for you to maintain the foreign ownership of 50%. Ask us to explain how this is done.

    2- Directors

    The company must have at least 01 legal representative who will sign documents on behalf of the company. There can be more than 01 legal representative, and the signing conditions can require more than one signature ­– it is up to the company. The legal representative can be Vietnamese or foreigner. A foreign legal representative signing on behalf of the company normally will require a work permit and visa in Vietnam.

    3- Minimum capital

    The company needs to register its capital when it is created, although this can be increased later for a small fee. The company does not need to show the money as paid up at the time of company registration, but it need to be paid within 90 days after opening the company, and the capital will need to be showed in the first financial statement.

    For most sectors and business lines, Vietnam requires no minimum capital requirements, except some conditional sectors. However, the registered capital will be assessed by the licensing authorities for whether it is adequate to cover the expenses of the business.

     

    If this is a hardship for your start up business in Vietnam, talk to us about possible solutions.

    4- Business objectives

    It is recommended to advise a law firm about the intended business objectives prior to registration. These objectives are classified in the list of business activities under Vietnamese law, e.g. management consulting. A law firm can then advise the company accurately on any restrictions or licensing that may be applied. ATA Services will give this advice for free in an initial consultation.

    5- Registered office

    The company will need a commercial (not residential) address when registering. ATA Services provides virtual office solutions and flexible physical offices in Vietnam if you need a registered office.

    It is strongly recommended to consult with a commercial law firm, who is experienced at setting up all kinds of business, prior to registering the company to explain your needs. While things can be ‘fixed later’, it is important to have a full understanding of the issues, requirements, costs and options from the outset. Foreigners particularly need advice on the structuring of their company in order to protect their investments. Take advantage of our free consultation. You are strongly advised to consult with a commercial law firm, who is experienced at setting up all kinds of business, prior to registering the company to explain your needs. While things can be ‘fixed later’, it is important that you have a full understanding of the issues, requirements, costs and options from the outset. Foreigners particularly need advice on the structuring of their company in order to protect their investments. Take advantage of our free consultation.

    Company Registration Procedure in Vietnam

    Opening a company in Vietnam as a foreigner involves several steps and considerations. The process can vary based on the type of company you want to establish and your specific business goals. ATA outsourcing part of the ATA Services group will help you to go through the entire process.

    Here’s a general outline of the steps you would need to take:

    Choose the Type of Company: Decide on the type of company you want to establish. Common options for foreigners include One-Member Liability Limited Company, Multi-Member Liability Limited Company, Representative Office, Branch Office, or Joint-Venture Company. Each type has different requirements and restrictions.

    Business Activities and Licenses: Determine the nature of the intended business activities and any licenses or permits required to operate the intended business activities in Vietnam. 

    Minimum Capital Requirements: Carefully consider the actual capital to ensure the stability and credibility of your company. Additionally, certain business activities might have minimum capital requirement or investment requirements based on Vietnamese regulations.

    For most sectors and business lines, Vietnam requires no minimum capital requirements. However, in such case the registered capital shall also be assessed by the licensing authorities for whether it is adequate to cover the expenses of the business.

    The capital can be used for company expenses.

    Market-access restrictions: Depending on the business type and activities, the company need to ensure compliance with Vietnamese regulations on foreign investment, specifically market-access restrictions for foreigner. Some business sectors have restrictions on foreign ownership, and certain activities might require special permission.

    Company Charter: Prepare the company’s Charter, which outlines the company’s structure, objectives, shareholders’ rights, and other relevant details.

    Shareholder Requirements: If setting up a Multi-Members Liability Limited Company, it needs at least two shareholders.

     

    Registered Office Address: Have a registered office address in Vietnam where official documents can be sent and received. ATA Services can provide your company address in one of our business centers.

    Company setup options in Vietnam

    Vietnam Liability Limited Company

    As explained above, this is the most common business type in Vietnam for locals and foreigners. This type of business structure is reliable, secured, and easy. The Vietnam Liability Limited Company is very similar to other business structures in your home country with shareholders, directors, and other considerations… A Vietnam Limited Company may need licenses to work in certain sectors.

    Foreign Owned Limited Company

    This is the same as a Vietnam liability limited company but with a majority of shares foreign owned. You can register this business, but you cannot trade until obtaining a Foreign Business License, which involves providing evidence that the company does not fall within the list of restricted activities and that it will provide benefit to Vietnam society and economy. The process can take 3-6 months, and the outcome is not guaranteed.

    Company Registration Steps

    Establishment of the Company: Submit the necessary documents, including Company’s Charter, shareholder documents and other required forms to the Department of Planning and Investment of the province where the company is planned to be located.

    Tax Registration: Register for tax identification numbers and comply with tax regulations, including VAT, corporate income tax, and other applicable taxes.

    Work Permits and Visas: If the company recruits a foreign director or employee, the company need to obtain appropriate visas and work permits.

    Opening Bank Accounts: Open a business bank account in Vietnam for the company’s financial transactions.

    Compliance and Reporting: Stay compliant with Vietnamese laws and regulations, and fulfill reporting requirements, including annual financial statements and tax filings.

    It’s crucial to work with experienced legal and financial advisors who are knowledgeable about Vietnamese regulations. The laws and requirements can change, so consulting with professionals can help you navigate the process smoothly and ensure your business is set up correctly.

     

    Within our group, we have lawyers, a financial controller, accountant manager who can help for setting up your business in the right direction.

    Speak to our team!

    ATA Outsourcing has the experience and expertise to set up any type of business in Vietnam. Contact us for free advice on the best way to proceed.