Vietnam

Viet Nam is conveniently located in the centre of South East Asia and is bordered by China to the north, and Laos and Cambodia to the west. The total area of Viet Nam is over 331,212 kilometres and its geography includes mountains and plains.

It shares its maritime borders with Thailand through the Gulf of Thailand, and the Philippines, Indonesia and Malaysia through the South China Sea. Its capital city is Hanoi, while its most populous city is Ho Chi Minh City.

Hanoi in the north is the capital of Viet Nam and Ho Chi Minh City in the south is the largest commercial city. Da Nang, in central Viet Nam, is the third largest city and an important seaport.

Population:

Total population by end of 2017 was estimated at over 94 million people. Viet Nam represents a huge pool of both potential customers and employees for many investors.

Language:

National language is Vietnamese.

Vietnam is a unitary Marxist-Leninist one-party socialist republic, one of the two communist states (the other being Laos) in Southeast Asia.

Under the constitution, the Communist Party of Vietnam (CPV) asserts their role in all branches of politics and society in the country.

The President is the elected head of state and the commander-in-chief of the military, serving as the Chairman of the Council of Supreme Defence and Security, holds the second-highest office in Vietnam as well as performing executive functions and state appointments and setting policy.

Currency:

Dong (VND)

Exchange Control:

The State Bank in Vietnam government imposes foreign exchange controls on the transfer of funds in and out of the country by resident individuals and companies.

Both resident and non-resident companies can hold international corporate bank accounts in any currency.

Financial services industry:

Forecast by PricewaterhouseCoopers in 2008 stating that Vietnam may be the fastest-growing of the world's emerging economies by 2025, with a potential growth rate of almost 10% per annum in real dollar terms.

Read more: Open bank account in Vietnam

Type of Company/Corporation:

We help our clients set up a company in Vietnam with the most common type of entities.

Limited-liability Company may take the form of either: 

A 100% foreign-owned enterprise (where all members are foreign investors); or

A foreign-invested joint-venture enterprise between foreign investors and at least one domestic investor.

Joint-stock Company: A joint-stock company is a limited liability legal entity established

through a subscription for shares in the company. Under Vietnamese law, this is the

only type of company that can issue shares.

Type of law:

Law on enterprise

Allowed Business Activities:

An entity-level certificate/license may be required for certain regulated business (e.g. financial institutions, construction, Education, Law, Accounting & Auditing, Insurance, Wine, etc).

Language of Documents:

Vietnamese

Name of Company:

Vietnamese and English also

Corporate Seal:

A corporate seal is mandatory

Company Name Restriction:

Investors should first select a name for the company that they will be setting up in Vietnam. Name of the company can be searched on National portal on business registration then chose the final one to apply. Certain words which suggest specialist activity can only be used when the appropriate licenses have been obtained (e.g. asset management, construction, bank, etc).

Company Information privacy:

Directors and Shareholders info are required for disclosure to Authorities & Public.

Step 1

Preparation: Request free company name search. We check the eligibility of the name and make suggestion if necessary.

Step 2

Your Vietnam Company Details

• Register or login and fill in the company names and director/ shareholder(s).
• Fill in shipping, company address or special request (if any).

Step 3

Payment for Your Favorite Vietnam Company.

Choose your payment method (We accept payment by Credit/Debit Card, PayPal or Wire Transfer).

Step 4

Send the company kit to your address

• You will receive soft copies of necessary documents including: Certificate of Incorporation, Business Registration, Memorandum and Articles of Association, etc. Then, your new company in a jurisdiction is ready to do business!
• You can bring the documents in company kit to open corporate bank account or we can help you with our long experience of banking support service.

Required documents for Vietnam company incorporation: 

• Scan of Notarized Passport;
• Scan of Notarized Address Proof (Utility bill such as Gas, Water, Electricity bill). For non-Vietnamese documents: legalization, translate to Vietnamese, certify the translation. For Vietnamese documents: certify true copy.

Read more:

• Vietnam company formation

Capital:

the paid up capital for foreign company as a standard is US$ 10,000.

Permitted currencies: VND

Minimum paid-up share capital: Unlimited (if the business entity engages in activities that require a special permit or approval, the authorities may set a certain capital requirement).

Maximum share capital: Unlimited

Share

Minimum Number of shares: Unlimited

Maximum Number of shares: Unlimited

Bearer Shares Permitted: No

Classes of shares permitted: Ordinary shares, preference shares, redeemable share and shares with or without voting rights.

Director

Eligibility: Any person or company of any nationality

Minimum Number of Directors: 1 (at least ONE nature person)

Disclosure to Authorities & Public: Yes

Residence Required: May reside anywhere

Local Director Required: No

Location of Meetings: Anywhere.

Shareholder:

Minimum number of shareholders: 1

Eligibility: Any person of any nationality or body corporate

Disclosure to Authorities & Public: Yes

Annual General Meetings: Required

Location of Meetings: Anywhere.

Beneficial Owner:

disclosure of beneficial owner is yes.

Taxation:

• Corporate Income Tax (“CIT”):  Tax rate and CIT incentives of some business line and investment areas are very attractive to the investors. 
• Enterprises (generally companies) are subject to the tax rates imposed under the CIT Law. The standard CIT rate is 20%. Companies operating in the oil and gas industry are subject to CIT rates ranging from 32% to 50% (depending on the location and specific project conditions).
• Companies engaging in prospecting, exploration, and exploitation of mineral resources (e.g. silver, gold, gemstones) are subject to CIT rates of 40% or 50%, depending on the project’s location. 
• The annual Corporate Income Tax (CIT) return must be filed and submitted not later than 90 days from the fiscal year-end. 

Financial statement requirements:

Annual audited financial statement is required if it is Foreign Direct Investment (FDI) company. In these cases, an appointed auditor is required, who must be register to Ministry of Finance with and hold a practicing certificate. Vietnam companies must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors.

Annual Filings/Requirements:

• Filing of Income Tax Return (annually)
• Filing of Value-added Tax Declaration (monthly/quarterly)
• Filing of Personal Income Tax (monthly/quarterly/finalization)
• Filing of Withholding Tax Return (monthly/quarterly)

Local Agent required:

Yes.

Company Secretary required:

No.

Double Taxation Agreements:

Vietnam has signed several Free Trade Agreements with countries worldwide, member of ASEAN Free Trade Area, a trade bloc agreement between Indonesia, Malaysia, Philippines, Singapore, Thailand, Laos, Myanmar, Cambodia.

Vietnam has concluded 7 regional and bilateral FTAs, including Vietnam European Union FTA and ASEAN Hong Kong FTA as well as has 70 double tax agreements (DTAs).

License Fee & Levy:

In accordance with Vietnam law, each entity must register for corporate tax and VAT at the Taxation Department of the city of incorporation.

Read more: 

• Vietnam trademark registration
• Enterprise registration certificate Vietnam

Business License:

Government costs include

• issuance of the Foreign Investment Certificate;
• issuance of the business license payment of business license tax;
• publication of a notice of incorporation with the National Business Registration Portal;
• issuance and registration of the company Seal;
• issuance of government-approved VAT invoices.

Also read: Business license in Vietnam

Payment, Company Return Due Date:

• Tax year end: The tax year end in Viet Nam is generally 31 December, but fnancial year end 31 March, 30 June, 30 September are also possible. 
• Filing of Tax Returns: According to business result, the taxpayers shall make the temporary payment of CIT not later than 30th day of the quarter following the quarter in which tax is incurred; they shall not submit the provisional CIT declaration quarterly. Year-end corporate income tax payment is due to the 90th day of the first quarter of the following year. This is the due date of yearly corporate income tax declaration.
• Profit Remittance: Foreign investors are permitted to remit their profits annually at the end of the financial year or upon the termination of the investment in Viet Nam. Foreign investors are not permitted to remit profits if the investee company has accumulated losses.
• The foreign investors or the investee company are required to notify the tax authorities of the plan to remit profits at least 7 working days prior to the scheduled remittance. 

Penalty:

A 20% penalty will be imposed on the amount of tax underdeclared. Interest of 0.03% per day applies for late payment of tax.