How To Register Company In Vietnam 2021: Step By Step Guide | Acclime

At Acclime Vietnam, we help foreign investors register their own company in Vietnam. Our corporate establishment and licensing services are designed around simple and practical advice, with clear processes from start to finish.

We guide investors through the government requirements, removing the confusion and providing clarity for what can be an otherwise drawn-out process for starting a business, so that your Vietnamese company is established and ready for you to operate.

Structures & positions

1. Structure

In terms of form of company establishment in Vietnam, companies can take one of 2 (two) basic forms:

• Limited Liability Company (“LLC”)
• Joint Stock Company (“JSC”)

In which, LLCs are the most common corporate structure for foreign investors, given their relative simplicity in operation while JSC’s have more requirements, including a minimum of 3 shareholders, and are preferable for companies which may mobilise more capital by share issuance and listed on the stock exchange in the future.

Also, if the foreign investors do not want to establish a company officially in Vietnam, they can consider other structures:

• Representative Office
• Business Co-operation Contract (“BCC”) with a Vietnamese partner

However, these remain most relevant to specific situations or scenarios.

2. Formal positions/responsibilities

Main positions that each company must have in Vietnam, include:

• Legal Representative: There can be more than 1 (one) Legal Representative appointed, but at least one of them must generally reside in Vietnam.
• (General) Director: The (General) Director is the person that operates the company on a day-to-day basis. Please note that these 2 (two) positions can be of any nationality, but there may be Work Permit matters to consider for foreign appointees.
• Chief Accountant: This position is appointed once the company is established, and takes on many of the responsibilities that a “Company Secretary” would do in other jurisdictions.

Procedures and timelines

Foreign investors investing in Vietnam in the form of establishing a new company need to obtain an Investment Registration Certificate (“IRC”) first for its “investment project”, then continue by obtaining an Enterprise Registration Certificate (“ERC”) for new company.

The process includes three (3) basic stages:

Sequence
Content
Statutory time limit

Step 1
Application for Investment Registration Certificate (the “IRC”)
3 Weeks

Step 2
Application for Enterprise Registration Certificate (the “ERC”)
1 Week

Step 3
Post-Licensing Procedures (including arranging Company Seal and publication of notifications of company establishment)
1 Weeks

Note: The statutory timings above are the processing with the authorities, and do not include the preparation time for the applications nor the review, preparation or translation of documentation required for the process.

Required documents

Standard documents required for the establishment of a foreign-invested enterprise in Vietnam are listed below, in which legal documents of the foreign investor may vary depending on the jurisdiction of the investors, but the list below provides a general guidance as to the documents lodged to the authorities.

No.
Documents required from the investors

1
Legal documents of the foreign investor:

• For corporate investor: Incorporation Certificate, Company Extract on Director & Address Register, Constitution/Charter and all amendments thereof)
• For individual investor: Passport for the Individual Investor

2
Passport/ID Card of the legal representative(s)

3
Passport/ID Card of authorised representative(s) of the Investor for the Corporate Investor

4
Bank letter of the Investor.

Note: The balance of account must be equal to or more than the value of the charter capital of the new company

5
Lease Contract (or MOU) for the head office of new company and documentations related to the landlord

The above documents (other than the bank statement/letter) need to go through a legalisation and notarisation process, which will depend on the document and the jurisdiction.

Other requirements

1. Business lines and investment objectives

A company must register business lines of the new company and investment objectives (attaching to the “investment project”), subject to conditions or limitations regarding certain investment sectors in Vietnam. The new company can only provide activities/services in accordance with their approved business lines. Although most sectors are open for 100% foreign investment, there are some restrictions for specific activities/services such as:

• Fully restricted: Military, related printing, etc.
• Partially restricted: requiring cooperate under joint venture with a VN partner like tourism, advertising, logistics, etc.
• Special requirements and restrictions: such as the condition of additional staff accreditation for the license: real estate brokerage, accounting services, etc.

2. Investment Capital & Charter Capital

The capital of the “investment project” need to be detailed in the IRC, and the company charter capital must be specified on ERC, in particular:

• Investment Capital: this is total funds/properties that are to be invested into the “investment project”, including:
  1. Capital contributed by the investors
  2. Loans
  3. Other capital source

• Charter Capital: is the “paid-up capital” of the company, recorded on the ERC. An amount of capital that members or shareholders contribute or commit to contribute within a certain period as stated in the company’s charter but no later than 90 from the issuance date of the ERC where newly company is setup.

3. Opening a bank account

Companies, once they have received their ERC and completed the initial post-licensing activities, can open bank accounts with commercial Vietnam-based banks. The process is far easier, for most banks, than in other countries in the region due to the initial vetting and documentation process undertaken to obtain the ERC, therefore allowing for the banks to rely on this documentation for most of their needs.

The above information is general in nature, and each specific situation or application will need to be reviewed on its merits. Acclime works with investors to ensure they understand how the above will apply to their specific situations in Vietnam before they start the company establishment process.

By:

Phuong Vo
Duong Tran
Tram Hoang