Benefits you can expect when using our Company Incorporation Service

  • Up to 100% foreign owned entity

    Our team will ensure your complete control over your business in vietnam without making risky arrangements.

  • Both remote and direct services available

    Beside in-person consulting option, we do offer 100% online services. Consultation, billing, onboarding and other processes can be completely digital, tailor-made to your preference.

  • Full transparency

    We guarantee you only pay for the services you need, and only when you need them.

  • International prestige

    We are part of InCorp group, a regional leader in corporate solutions, now present in 8 different countries.

Your Company Registration Options

Limited Liability Company Vietnam

Limited Liability Company

LLCs are best suited for small and medium-sized businesses (SMBs) since they are the most common type of business in Vietnam, and all investors can profit from a simple business model that can be started with only one founder. Multi-member larger LLCs can have up to 50 members. Some features include:

  • Liability limited to charter capital
  • Reduced paperwork for company formation
  • Easy capital raising
  • High transparency
  • Part of 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 - Investment Registration Certificate - upon approval).

Secondly, you will also need to obtain the Enterprise Registration Certificate (ERC), also known as the Business Registration Certificate. The entire process often takes about 45 days.

Details on LLC Registration
Representative Office Vietnam

Representative Office

A representative office in Vietnam is preferable for foreigners interested in monitoring and implementing market research in the country. Furthermore, it allows you to gain a sales network for the parent company, before fully expanding into Vietnam. Features of the Representative Office:

  • Role of Contact Office for parent Company
  • Management of Contracts Signed with Local Partners
  • Market Research Capability
  • 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 as a legally convenient operation.

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

Details on Representative Office Registration
Branch Office In Vietnam

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:

  • Invoice issuance
  • Full business activities permitted
  • Agreements & contracts
  • Profit Generation
  • Accounting records 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
  • Recently audited annual report
  • The parent company's business licenses
Details on Branch Office Registration
Join-stock Company Vietnam

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:

  • Shareholder’s liability is limited to their contribution
  • No restriction on number of shareholders
  • Freedom of ownership transfer
  • Ease of ownership share transfer
  • Continued existence despite 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.
Details on JSC Registration

Detailed Comparisons of Company Setup Options for Foreign Investors in Vietnam

Things to know before Incorporating a company in Vietnam

Do I have to be in Vietnam to set up my company?

The answer is no. We can arrange for your company to be set up fully remotely, in your name, and ready to operate as long as all the required documents are submitted.

What documents are needed to start the company formation process?

  • Passport of Investors, notarized at the Vietnamese Embassy
  • ID/ Passport of Legal Representative of the company notarized in Vietnam or legalized at Viet Embassy in your country
  • Bank statements/Financial documents showing sufficient charter capital (legalized at Viet Embassy in your country)
  • Office Lease Agreement in Vietnam

What certificates do I need to obtain for company formation and starting operations?

  • Investment Registration Certificate
  • Enterprise Registration Certificate
  • Other licenses/certificates application (if any)

Nominee Director (AKA Legal Representative)
Requirements in Vietnam

Nominee Director Service Vietnam

For your company to be operating in Vietnam it needs a Legal Representative, also known as a Nominee Director. This person can be you or anyone on your team, however, it is required that you have at least 1 Legal Representative residing in Vietnam. If you are setting up a company remotely, you will need to nominate a legal representative who is living in Vietnam legally. This is a service that InCorp Vietnam can guide you through.

Things to know about the Nominee Director:

  • This is a non-executive role and this person would have minimal power within your company
  • This person is responsible for signing basic paperwork to get your Company established, including the Investment Registration Certificate, Enterprise Registration Certificate, and Bank Account Application.

How to open a Company in Vietnam: The Process

The incorporation process, if you are a foreign-owned company, takes from 40-60 days.
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.

Enterprise
Registration

An Enterprise Registration Certificate (ERC), is the second mandatory document to be obtained during the registration procedure. The ERC comes with your company's tax number.

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 through the corporate bank account.

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What our clients say

Thousands of happy clients are glad they chose our services.

5
Not only was the team professional throughout our interactions, they even went beyond their responsibilities to ensure that our company’s needs were fulfilled.
cekindo-testimonials

Sean Ching

Founder & CEO, Clap Tech Limited Company
InCorp Vietnam has been a great business consultancy that has provided helpful support to our business. We particularly appreciate the expertise and dedication of their business consultant Jenny, who has been an important part over the past few months.
hubert partners

Huy Dieu

Founder, Hubert + Partners
I have worked with Jasmine (BC) and Hana (Accountant) and are very satisfied with your enthusiastic and professional advice.
Heatec Jietong Holdings

Jenny Le

Professional team and very commited to work and deliverable. Especial thanks to the team members- Jasmine, Jane and Tri
docquity

Ankur Aggarwal

Contact Our Consultants

Please send your question(s) by filling in this form. Our consulting team will quickly answer you via Email for a free consultation. Due to the current situation we are able to provide our services 100% online for everyone safety

Contact Form

FAQs

Yes, foreign investors who want to expand to Vietnam can set up a foreign-owned company in the country. The most common type of company setup for foreign ownership is an LLC (Limited Liability Company) due to its simple business structure and faster setup timeline. Depending on the type of business entity you want to pursue, there are further regulations for foreigners to follow when establishing a company in Vietnam.

There are four types of entities: Limited Liability Company (LLC), Joint-stock Company (JSC), Branch Office and Representative Office

Although local laws don't stipulate any minimum capital, 25-30,000 USD is commonly considered as the minimum capital investors should register to ensure smooth incorporation and business activities.

Yes. The Vietnamese law enables foreigners to open 100% foreign-owned companies in most business sectors. There are a few business sectors that you are restricted from, namely the following:

  1. Drugs and narcotics,
  2. Hazardous chemicals and minerals,
  3. Range of specimens of endangered flora and fauna,
  4. Prostitution,
  5. Human trafficking, sale of human body parts and tissue,
  6. Human cloning or asexual reproduction.

Yes, there are several options suitable for investors who wish to expand without forming a legal entity.

  • HR Outsourcing
    Allow us to assist in your expansion, and relocate your staff or hire Vietnamese professionals without incorporating business entities. We can act as an Employer of Record (EOR), provide recruitment, payroll, business visas and work permits.
  • Local Distributor
    Market your product in Vietnam through a local distributor. Cekindo will take care of shortlisting potential traders in Vietnam, and arrange meetings between them and your company. The main advantage for you is that you do not need to be physically present in Vietnam during the selection and negotiation part.

The process of starting an LLC or JSC in Vietnam takes approximately 40 to 60 days. If you want to start operating a business as soon as possible, we recommend purchasing a shelf company. With this service, InCorp can transfer the management control to you within a few working days.

Both local nominee companies and shelf companies are fast ways to incorporate business entities and penetrate the Vietnamese market successfully. A local nominee company is established through a nominee agreement with a trustworthy local partner such as InCorp. In this case, the company is considered as a local company, requirements for its establishment are not that strict, and it takes around 10 working days to incorporate a local company in Vietnam. A shelf company is a previously established business with zero business activity and transactions. Investors who purchase a shelf company can start their business operations almost immediately.

Underestimating the role of a business partner or local nominee are one of the common business mistakes in Vietnam. Choosing a reliable local partner for your company is key to success in the country while reducing the potential risks. InCorp offers local nominee services without any interventions to your business processes. We also allow our partners to terminate the contract sooner that its expiry date.

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