Company Registration Services in Vietnam

Your Company Registration Options

Limited Liability Company

LLC is the most common legal entity type in Vietnam and an excellent choice for small and medium-sized enterprises (SMEs). Single investors can take advantage of its simple corporate structure, which requires one founder only. And Multi-member LLCs can have from 2-50 members. Some features include:

• Liability limited to charter capital
• Reduces Paperwork
• Easy to Raise Capital
• High Transparency
• Establish in Vietnam Free Zone for manufacturing

Requirements include the following: your LLC needs to be approved by the Department of Planning and Investment (you will get an IRC, otherwise known as an Investment Registration Certificate upon approval).

Secondly, you will also need to obtain the ERC, or Enterprise Registration Certificate. The entire process often takes about 45 days.

Representative Office

A representative office in Vietnam is perfect for foreigners wanting to observe & conduct research on the local market. Furthermore, it allows you to gain market presence for the parent company, before fully expanding into Vietnam. Features of the Representative Office:

• Role of Contact Office for parent Company
• Manages Contracts Signed with Local Partners
• Conduct Market Research
• Open A bank Account for Operations
• Profit Generating Activities not allowed

Requirements include the following: Due to its relatively basic structure, establishing a representative office in Vietnam might be regarded a legally convenient operation.

However, even with this trustworthy entity structure, the applicant must consider a few constraints, such as the parent business must have been in operation for at least one year before a representative office may be established.

Branch Office

A branch office serves as an extension of its parent company. From your branch office in Vietnam you can conduct all your parent company’s commercial activities and make a profit without incorporating a separate legal entity. Features include:

• Issuing Invoices
• Full Business Activities are Permitted
• Can sign agreements & Contracts
• Can Generate Profits
• Accounting records can be kept independently or dependently

In order to open a branch in Vietnam, the parent business must provide the following documentation regarding the parent company’s formation:

• Certificate of Company Registration
• Extract from the commercial registry or a certificate of good standing
• Association Articles of Parent Company
• Annual report that has been audited most recently
• The parent company’s business licenses

Joint-stock Company

A Joint Stock Company in Vietnam is recommended for medium and large-sized businesses as its corporate structure requires a minimum of three founders. Its registration process is subject to more demanding requirements. Its features include:

• Each Shareholder’s Liability is Limited to their contribution
• No restriction on number of shareholders
• Freedom of ownership transfer
• Continued existence in case of death of shareholder
• Shareholders can easily transfer their ownership share

Requirements: Despite its popularity, the process and conditions for forming a joint stock company are more difficult and time-consuming, as well as having more strict requirements. The following are just a few of the needed documents: A bank certificate demonstrating the availability of funds for investment in Vietnam.

Proposals for investment projects in Vietnam Documents required to apply for a certificate of investment registration Certificate of legal status for all original shareholders Proposal for land usage A certificate of foreign investment Financial statements that have been audited.

How to Set Up a Company in Vietnam: The Process

The incorporation process of each legal entity type is different and takes from 1 to 3 months. In general, foreign investors should pursue the process as follows:

01. INVESTMENT REGISTRATION

International investors are obliged to obtain an Investment Registration Certificate (IRC) from the Department of Planning and Investment (DPI)

02. CERTIFICATE REGISTRATION

An Enterprise Registration Certificate (ERC), is the second mandatory document to be obtained during the registration procedure

03. TAXES & CAPITAL CONTRIBUTION

After receiving both certificates, investors are obliged to proceed with their tax registration, pay business license tax and make their initial capital contribution