Setting Up a Company in Vietnam

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Sept. 27 – The first step in setting up a business in Vietnam is acquiring an Investment Certificate (IC), also known as a Business Registration Certificate. The time period required to acquire an IC varies by industry and entity type, as these determine the registrations and evaluations required:

  • For projects that require registration, IC issuance takes about 15 working days.
  • For projects subject to evaluation, IC issuance time is likely to vary. Projects not requiring the Prime Minister’s approval take 20 to 25 working days, while projects that do need such approval take approximately 37 working days.
Professional Service_CB icons_2015RELATED: Dezan Shira & Associates’ Corporate Establishment Services

In the IC application process, note that under Vietnamese law, all documents issued by foreign governments and organizations need to be notarized, consular legalized and translated into Vietnamese by competent authorities. Once the IC has been issued, additional steps have to be taken to complete the procedure and start business operations, including:

  • Seal carving;
  • Tax code registration (within ten working days of the issuance of the IC);
  • Bank account opening;
  • Labor registration;
  • Business license tax payment;
  • Charter capital* contribution; and
  • Public announcement of company establishment.

*Charter capital is the amount that shareholders contribute within a prescribed time limit, as stated in the company articles of association.

Charter capital can be used as working capital to operate the company. It can constitute 100 percent of the total investment capital of the company, or be combined with loan capital to form the total investment capital of the company. Both charter capital and the total investment capital (which also includes shareholders’ loans or third-party finance), along with the company charter, must be registered with the license-issuing authority of Vietnam. Investors cannot increase or decrease the charter capital amount without prior approval from the local licensing authority.

Capital contribution schedules are set out in FIE charters (articles of association), joint venture contracts and/or business cooperation contracts, in addition to the FIE’s investment certificate. Members and owners of LLCs must contribute charter capital within 36 months of the date of IC issuance.

To transfer capital into Vietnam, after setting up the FIE, foreign investors must open a capital bank account in a legally licensed bank. A capital bank account is a special purpose foreign currency account designed to enable tracking of the movement of capital flows in and out of the country. The account also allows money to be transferred to current accounts in order to make in-country payments and other current transactions.

Portions of this article were taken from Asia Briefing’s guide “An Introduction to Doing Business in Vietnam.” This new 32-page report touches on everything you need to know about doing business in Vietnam, and is now available as a complimentary PDF download on the Asia Briefing Bookstore!

Dezan Shira & Associates is a specialist foreign direct investment practice, providing corporate establishment, business advisory, tax advisory and compliance, accounting, payroll, due diligence and financial review services to multinationals investing in emerging Asia. Since its establishment in 1992, the firm has grown into one of Asia’s most versatile full-service consultancies with operational offices across China, Hong Kong, India, Singapore and Vietnam as well as liaison offices in Italy and the United States.

For further details or to contact the firm, please email vietnam@dezshira.com, visit www.dezshira.com, or download the company brochure.

You can stay up to date with the latest business and investment trends across Vietnam by subscribing to The Vietnam Advantage, our complimentary update service featuring news, commentary, guides, and multimedia resources.

5 thoughts on “Setting Up a Company in Vietnam

    Antonnio Hong says:

    I am trying to set up a company in HCMC Vietnam to hire some white collar talents from China. We got the talents ready. We now need the company set up. Do you have any Chinese-speaking consultant based in HCMC?

    venu says:

    hi !
    we are a chinese company .

    need to open an import and export company in vietnam .

    need to know details and formaities – time frame , cost etc

    rgds

    venu – 0086 575 81112137

    Edward Barbour-Lacey says:

    Thank you for your comment about setting up a trading company in Vietnam. One of our professionals will contact you soon in order to discuss this issue with you. In the meantime, please take a look at our most recent magazine on sourcing activities in Vietnam, you can download it here.

    Danh says:

    Hi, I would like some professional help and advise in setting up a company in Vietnam. I’ve recently started a trade company based in the United States. We would like to start selling in Vietnam, however I am running into dead-ends with finding a solution that would allow for us to deposit our sales into a Vietnam bank or international bank and then wiring the funds back to the US based bank for operations and additional purchases.

    On a side note, I’ve done quite of research on this topic. It seems like the only possible solution is to set up a joint stock company in Vietnam (subsidiary of the US based company), and have it’s own bank account. Then maybe we’re able to wire funds from the sub to the parent company.

    Any leads or advise would help.

    Thanks in advance,

    Dah

    Edward Barbour-Lacey says:

    Thank you for your comment about setting up a company in Vietnam and dealing with the intricacies of transferring funds out of the country. One of our professionals will contact you soon in order to discuss these issues with you. In the meantime, please take a look at our most recent magazine on sourcing activities in Vietnam, you can download it here.

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