I. Procedures for company set up

In order to legally carry out business activities in Vietnam, foreign investors must register their investment with the appropriate licensing authorities. 

Under the new Law on Investment and Law on Enterprises, foreign investors now go through two steps: 

  1. Obtaining Investment Registration Certificate (IRC) , and 
  2. Obtaining Enterprise Registration Certificate (ERC). 
    • Step 1: Location/Office Selection
    • Step 2: IRC Application (15 days); ERC Application (3 days)
    • Step 3: Public Notification (3 days)
    • Step 4: Post licence works include: 
      • Stamp, 
      • Tax declaration;
      • Opening the capital investment bank account and Operation bank account;
      • Pay business registration fee
      • VAT invoice publising.

( ** ) Please note that IRC is required only for investments by foreign investors or deemed - to - be foreign investors (ie companies with more than 51 % of charter capital held by foreign ownership).

  • As part of the set - up procedures, various types of documents will be required depending on the type of company / business activities that is being set up , etc. All legal documents issued by overseas authorities must be translated into Vietnamese and must be validated by the Vietnamese Embassy in the home country of the investor.

II. Minimum capital requirements, capital contribution

There are no minimum capital requirements in Vietnam for most business lines. The Department of Planning and Investment will assess if your capital contribution is in line with your business. 

There are some business lines with minimum capital requirements. These include:

  • Language centers

  • Vocational schools

  • Real estate 

  • Banking

  • Insurance 

  • Finance and Fin-tech

The investment capital must be contributed within 90 days from receiving the Enterprise Registration Certificate or shall be contributed for each stage of investment committment.

setting-up-an-investment-in-vietnam-1

III. Registered address

You must have a business address to incorporate a company in Vietnam. Service-based businesses, like consulting companies, can use a virtual office address. However, some business lines must have a physical location or office. These include manufacturing, restaurants, and retail trading, among others.

IV. Resident director

All companies in Vietnam must have at least one resident director. He or she doesn’t need to have residency status at the time of incorporation. However, they will need a residential address in Vietnam.

Note that if the director is also a founder, he or she will not need a work permit. Instead, he or she will have to apply for a work permit exemption. A director who is a foreign national and not a founder of the company will need a work permit in Vietnam.

Legal representative The legal representative of a Vietnamese company is the person authorised to represent, and sign documents on behalf of, the company. A company may have one or multiple legal representatives. In the latter case, the allocation of power and authority between the legal representatives must be specified in the charter. The legal representative(s) must be registered in the ERC of the company. 

  • For an SLLC: the legal representative is the chairperson of the members council or the company chairperson (as appropriate) unless the charter specifies otherwise.

  • For an MLLC: the legal representative will be specified by the charter.

  • For an SC: the legal representative may be the chairperson of the board of management or the general director.

V. Condition of industrial investment: sublicence or permit or other condition

Prohibited and conditional sectors: There are certain sectors in which investment is prohibited for both foreign and domestic investors (such as projects detrimental to national security). 

In addition, there is a number of sectors in which foreign investment is ‘conditional’. These include import, export and distribution; postal services and telecommunications; transport and ports/airports; education and training; broadcasting and television; and the production, publishing and distribution of cultural products. Approval of investment in conditional sectors requires a detailed analysis of the application for investment approval, beyond that required for investment in nonconditional sectors. This may include consultation with relevant ministries, and preparation and presentation of evidence relating to the investor’s expertise and experience in the relevant industry. The applicable conditions may also include a minimum amount of investment capital, requirements for professional qualifications, or limitations on the specific products or customers of the enterprise.