Mục Lục

14 steps to incorporate in Vietnam in 2023

Vietnam company registration process is a time consuming and complex endeavour. However, Healy Consultants Group PLC’s project managers will ensure that the incorporation process in Vietnam goes as smooth as possible. Typically, Vietnam business registration procedure evolves as follows:

Pre-incorporation Steps

Our Client signs Healy Consultants Group PLC’s engagement letter and returns the original to our Singapore Head Office. Our Incorporation Team provides our Client with a detailed engagement plan, outlining a roadmap for the Vietnam incorporation timelines and process. This step helps to minimize unwanted surprises and meets our Client’s expectations;
If our Client’s business activity is restricted in Vietnam or requires prior approvals from Ministry of Industry and Trade or the Foreign Investment Agency, before incorporation, we will secure confirmation in writing from the relevant government institutions to ascertain additional requirements such as higher share capital injection, requirement for specific regulatory licenses, a local shareholder, etc.;
required Vietnam company registration documents from our Client. Our Client also confirms the Vietnam
Healy Consultants Group PLC collectsfrom our Client. Our Client also confirms the Vietnam corporate structure , including shareholders and directors. Only then we will proceed with Vietnam business incorporation;

Incorporation Steps

Healy Consultants Group PLC Incorporation Team performs a company name search at the Business Registration Office of the Department of Planning and Investment, Vietnam. . If approved, we begin incorporation of your Vietnam company;
Healy Consultants Group PLC then prepares the incorporation documents including the bylaws (M&AA) and Power of Attorney for the resident legal representative which must be

i)

signed by our Client and attested by the Vietnamese embassy in their home country and

ii)

couriered to Vietnam. Thereafter, we will submit the attested incorporation documents and obtains a Business Registration Certificate from the Business Registration Office;
applies for a Foreign Investment Certificate (FIC) with the planned share capital (minimum US$50,000) with the
To proceed further with the incorporation process in Vietnam, Healy Consultants Group PLCwith the planned share capital (minimum US$50,000) with the Foreign Investment Agency (FIA) , and Ministry of Industry and Trade (MIT)
Once the Business Registration and Foreign Investment Certificates are approved, Healy Consultants Group PLC applies for a company seal at the Administrative Department for Social Order (ADSO) under the Municipal Police Department. Note that without a seal, a Vietnamese company cannot register with the tax department, open a bank account, apply for utilities or proceed with any other procedures required to start operations in Vietnam;
Thereafter, our Incorporation Team arranges to publish an announcement in a local newspaper making public the name and type of company, the number and issuance date of the Business Registration Certificate, the headquarters and business objectives, charter capital, name of the legal representative and the place of business registration;

Post- Incorporation Steps

Tax registration

Healy Consultants Group PLC applies for a tax code at the Municipal Taxation Office in Ho Chi Minh City and obtains pre-printed VAT invoices;
Our Team submits the company’s accounting system to the Taxation Department for approval. The documents submitted include:

i)

application for approval of the accounting system

ii)

certified business registration certificate and

iii)

a resume of the chief accountant;

Capital account and Corporate bank account opening

i)

a capital account for our Client to for share capital injection into the country and repatriation of profits overseas and

ii)

a

Healy Consultants Group PLC securesa capital account for our Client to for share capital injection into the country and repatriation of profits overseas and corporate bank account opening for to support the Vietnam business. We also assist our Client to obtain corporate finance, trade finance and open merchant accounts, if such services are needed by our Client;

Employment registrations, visas and physical premises

i)

the

ii)

the

Before our Client can hire local employees, Healy Consultants Group PLC registers the local company withthe Ministry of Labour andthe Confederation of Vietnamese trade unions of Ho Chi Minh City (mandatory requirement for all companies);
Our Team assists our Client to locate business premises and recruit local staff to further support our Client’s Vietnam business. If necessary, Healy Consultants Group PLC also assists our Client to obtain employment and residence visas for foreign staff;

Engagement completion package

Following completion of the engagement, our dedicated relationship officer couriers a company kit to our Client’s preferred international address, containing the following corporate documents

i)

original Vietnam business incorporation documents (Business Registration certificate Foreign investment certificate and original share certificates

ii)

unopened bank correspondence and a Client feedback survey of our Firm’s Vietnam incorporation services.

Documents required by a foreign company or individual may vary according to the planned business activities in Vietnam. Below is a standard set of documents our Clients should plan to provide Healy Consultants Group PLC:

For all foreign individual shareholder and directors – their passport copies, a recent proof of address and bank statement;
Corporate shareholder incorporation documents, latest financial statements and corporate bank account showing the availability of funds to pay up the share capital for the local entity;
The Vietnamese legal representative’s passport and recent address proof;
A PoA authorizing the Vietnamese legal representative to act on behalf of the company in Vietnam;
A PoA authorizing Healy Consultants Group PLC to submit applications to secure the Business License application, Foreign Investment Certificate and any other additional special regulatory licenses.

Note on attestation and translation of documents:

Foreign directors’, shareholders’ and bank signatories’ documents; and foreign company documents; and the PoAs mentioned above, must all be notarized and legalized in our Client’s home country before these are couriered to Vietnam;
The documents for the Vietnamese legal representative, however, only requires notarization by a Vietnam by Public Notary;
The PoAs, and applications for Business License and Foreign Investment Certificate must be translated to Vietnamese before they are submitted to the MIT and FIA. Our Incorporation Team will provide translated copies of these documents to our Clients. For any additional translations, the costs must be borne by our Client.