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4 steps to set up a company in Vietnam - thele.blog
Comprehensive guide to setting up a company in Vietnam
Are you looking for hands-on experience in setting up a company in Vietnam? This insightful article “set up a company in Vietnam” is just right for you.
In this article, thele.blog will not only provide you with detailed legal framework, step-by-step procedure to set up a company in Vietnam, but also practical tips to get your business in Vietnam started in a cost-time effective manner.
Let’s get it started!
Procedure to set up a company in Vietnam
From legal perspective, setting up a company in Vietnam can be a daunting task to almost every foreign investor.
Our experience indicates that foreign investors typically encounter the following 4 steps to set up a company in Vietnam. Specifically,
4 steps to set up a company in Vietnam
Legend:
Step 1: Obtaining an Investment Registration Certificate:
The aim of this step is to help obtain Vietnam’s recognition and acceptance to the foreign investors’ investment project proposal.
Step 2: Obtaining an Enterprise Registration Certificate:
This provides the foreign investors with special purpose vehicle to conduct business in Vietnam (e.g., an enterprise).
• Order Seal Sample(s)
• Order Digital Token
• Submit Initial Tax Dossier
• Open a Bank Account
• Order Electric Invoices
• Pay License Tax
Step 3: Post-Enterprise Registration Procedure:
Complete necessary activities to enable the enterprise to properly conduct business. Those post-enterprise registration procedures includes:
Step 4: Obtaining Operational Permit & Licenses
Only applicable to those areas of practice that require operational permit and/or license, such as architecture, so on and so forth.
Document preparation to set up a company in Vietnam
Document preparation is the most tedious and time-consuming part of the process for foreign investors.
As such, although Vietnam has introduced a national portal system that allows applicants to submit applications online, every single application must be in writing and wet-signed (signing a document with a pen and ink).
Document preparation could be very much different depending on three dynamics – legal status of the applicant, the physical residence of the applicant, and step within which the document is required.
Some require copies that are notarized and legalized. Some will certainly never know or understand the legalese (legal terms) with which to prepare the documents entirely, thus making it very difficult for anyone to do it themselves.
Find out the process for consular legalization of documents in Vietnam here.
1st Step: Obtaining an Investment Registration Certificate
Obtaining an investment registration certificate is the first, unequivocally and foremost step of realizing an investment project in Vietnam. The aim of this step is to obtain Vietnam’s recognition of a foreign investment project.
Required Documents for Application of an Investment Registration Certificate
A complete application dossier required for an Investment Registration Certificate comprises of various documents, which can be categorized into:
- An application form for execution of the investment project.
- A description of the Investor's legal status.
- Evidence of the investor's financial capacity
- Investment project proposal
- A copy of the document regarding land use rights or other document identifying the right to use the location for execution of the investment project.
- An explanation to the investment project's use of technology if the project requires appraisal and collection of considerations on the technology.
- Miscellaneous documents relative to the investment project, as well as investor eligibility and capacity requirements of investors.
Competent Authorities/Licensing Authority
Once the application dossier has been well-prepared, it should be submitted to competent authorities to obtain the investment registration certificate.
Depending on the place upon which the investment project is intended to register, the application should be submitted to the following competent authorities.
Duration to obtain an Investment Registration Certificate
Legitimate timeline for competent authorities to examine the application and to grant the Investment Registration Certificate is 15 days after the submission date.
It is, however, that timeline to obtain an Investment Registration Certificate depends on various factors, including the sufficiency of the application, the area of practice, the competent authorities’ viewpoints on a specific issue (if any). As such, light delay should be anticipated.
Practical experience indicates that it takes 15 – 30 business days, on the average to obtain an Investment Registration Certificate.
2nd Step: Obtaining an Enterprise Registration Certificate
Promptly upon obtaining the Investment Registration Certificate, investors must prepare documents to obtain an Enterprise Registration Certificate to establish a company.
Document preparation for this step becomes easier than the previous stage as it generally speaking, involves only those documents that can produced within Vietnam.
In particular, the documents needed to prepare includes:
- Enterprise registration application form
- Company charter
- List of founding shareholders and list of foreign investor shareholders
- Investment Registration Certificate(s)
- Power of Attorney (POA)
- Copies of Identifications
The application for the Enterprise Registration Certificate as aforesaid mentioned can be submitted directly to Business Registration Office via postal service or portal system.
Allow a duration of 5-business days from the date of submission for the registration certificate to be issued to a company with 100-percent foreign capital.
3rd Step: Post-Enterprise Registration Certificate
Following the receipt of the enterprise registration certificate, the investor will further complete additional procedures such as filing an initial tax return, stamp engraving, purchasing digital signatures, issuing invoices, opening a bank account, etc., prior to initial commercial activities.Filing an initial tax return:
As soon as practicable, but not later than January 31 of succeeding calendar year.Stamp engraving:
Est. 15$ – 30$.Purchasing digital signatures:
Est. 50$ – 70$ annuallyIssuing invoices:
Est. 30$ – 50$/1,000 invoices.Opening a Bank Account:
Est. 50$ deposit.4th Step: Obtaining Operational Permit & Licenses
Last but not least, don’t forget to consult your legal advisor(s) to see if law requires any special permit, license, approval before your venture could eventually operate.
Some of the common permit, license, or approval required under law of Vietnam are [*].
Further Consideration
Of course, the above-mentioned issues are not exhaustive – each situation is unique.
No one can really answer or provide a sufficient amount of information for every aspect of the company registration in Vietnam.
Thele.blog may not have all the information available at the time of consultation, but our team of experts will work diligently to find the information in an effort to help investors effectively and efficiently set up a foreign-invested company to conduct their business in Vietnam.
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