Vietnam Company Formation

Vietnam’s dynamic environment, reflected in a young population, growing wealth, changing consumer attitudes, greater mobility and urbanisation– are pushing Vietnam through a period of great change.

 

Vietnam’s low-cost environment and a strong economic outlook continue to make it an attractive place for investment in South East Asia.

 

Vietnam is recognised as having high mobile commerce penetration which is attractive to entrants wanting to establish digital businesses in Vietnam. A rising middle class and a deregulated economy bring access to exciting new opportunities including manufacturing.

INCORPORATION

 

When setting up a company in Vietnam, you have the following options:

  • Corporation (Limited liability corporation; Joint-stock company)
  • Branch Office
  • Representative Office
  • Others (Business Cooperation Contract (BCC); Public and Private Partnership Contracts (PPP))

 

The process shall include 2 steps

 

– Step 1: You must obtain a Certificate of Investment Registration from Provincial Department of Planning and Investment of the province/city that you intend to register head office;

– Step 2: After obtaining the Certificate of Investment Registration, you must get Certificate of Business registration at Department of Planning and Investment of the Province/City that you intend to register head office.

 

 

The total time shall be about 25 working days from submission of required application to competent authority.

 

Appearance of Shareholders in Vietnam:

 

Vietnamese Law does not require Shareholders of foreign invested capital company to reside in Vietnam.

 

Non-resident Director:

 

Under the Law on Enterprise 2014 of Vietnam

– A company limited may have one or multiple legal representative; and

– There must always be at least one legal representative that resides in Vietnam. If the company has only one legal representative, such person must reside in Vietnam, in case of absent in Vietnam, such person have to authorizes another person in writing to perform the legal representative’s rights and obligations.

 

Tax regime:

 

A company limited in Vietnam that operate in comestic and BAA trade have to pay some kind of taxes as follows:

– License Tax: the license tax levels shall be paid base on the basis of your company’s registered capital;

– Corporate Income Tax: 20% of profit

– Value-Added Tax: 0-10%

– Import Duty: Depending on originin of goods and HS code of goods

– Personal Income Tax: From 5-30% (progressive tax rate)

 

Currency exchange regulation:

 

– Foreign investors are eligible to contribute their invested capital in foreign currency or Vietnamese dong; and

– In order to perform the foreign direct investment activities in Vietnam, foreign investment entities are entitled to open their foreign currency and Vietnamese account of direct investment at 1 authorized banks for the purpose of their receipt and expenditure transactions.

 

The procedure of dissolution:

 

– The Company carries out the closing procedure of Tax code at the competent Tax Department;

– Implementation of the notification procedure for dissolution at The Planning  and Investment Department after all debts (include: Unpaid salaries, severance pay, social insurance, Tax debts, etc.) and dissolution costs are paid.