Vietnam Company Setup might be intricate but offers significant rewards. Especially for entrepreneurs and businesses looking to establish a presence in this dynamic Southeast Asian market. Vietnam’s rapidly growing economy, favorable business environment, and strategic location make it an attractive destination for both local and FDI entrepreneurs. However, navigating the legal and administrative procedures involved in setting up a company can be challenging without the right guidance.
That’s where we come in. Our expert team at Vina Bookkeeping specializes in guiding you through every step of setting up company process. Which ensures a smooth and successful establishment of your business. From legal compliance to strategic planning, we are committed to helping you achieve your business goals in this thriving market.
Vietnam Company Setup
Vietnam Company Setup is the process of creating a formal legal entity to conduct business activities. Establishing a company involves adhering to regulations and procedures set by the government to ensure legality and protect the rights of both the business entity and the community.
Key Features of Vietnam Company Setup:
- Legal Entity: A company is an independent legal entity with its own existence, legal rights, and obligations. It can own assets, enter into contracts, and engage in business activities.
- Founders: Individuals or organizations intending to establish a company are referred to as founders. They are responsible for initiating the procedures, preparing documents, and forming the company.
- Business Types: This term relates to how a business organization is structured and classified as a legal entity within Vietnam’s legal system.
- Charter Capital: This is the amount of money that founders invest in the company to carry out its operations. The charter capital is specified in the company’s charter and can be increased or decreased.
- Legal Representative: The person authorized to represent the company in legal and business transactions. This individual must meet specific legal requirements in Vietnam.
- Business License: A business license is a document certifying the company’s permission to conduct business in specific purposes and industries as registered.
- Tax Identification Number (TIN): A unique identifying number associated with the company. Which is necessary for tax payments and related financial activities.
- Business Sector: The type of business activities that the company intends to engage in, requiring compliance with specific regulations and licenses for each sector.
When to Establish a Company in Vietnam
Establishing a company in Vietnam is an important decision that should be carefully considered. Here are some situations and reasons for when to incorporate a company in Vietnam:
- Foreign Investment: You are a foreign investor seeking to enter the Vietnamese market. Establishing a company is to initiate investment procedures and ensure compliance with Vietnam’s regulations.
- Raising Significant Capital: If your business idea requires a substantial amount of capital to develop and operate, establishing a company can help you raise funds from investors or shareholders. Joint-stock companies or limited liability companies (LLCs) are suitable options for capital mobilization.
- Invoicing and VAT Deduction: You have a large number of customers who require value-added tax (VAT) invoices for tax deductions in their business activities. Vietnam Company Setup will enable you to efficiently process these requirements and comply with legal obligations.
- Contracts and Agreements: If your partners, suppliers, and customers prefer to work with a legal entity, forming a company creates trust and allows sustainability in business operations. A company has the capacity to formalize, execute contracts and agreements in a legitimate manner.
- Clear Accounting System: Vietnam Company Setup helps business establish a accurate and transparent accounting system. This assists in financial management and business operations efficiency. It also ensures compliance with accounting and tax regulations, helping you avoid legal and financial risks.
Benefit and Challenge of Vietnam Company Setup
✅ Benefits
- Legal Protection: Vietnam Company Setup provides legal recognition and protection. The well-defined legal framework established by the Vietnamese Enterprise Law ensures that the company’s operations are carried out within the boundaries of the law, reducing the risk of legal disputes and uncertainties.
- Strong Organizational Structure: The process of incorporation requires setting up a clear organizational structure with defined roles and responsibilities. This organized framework enhances efficient management and allows transparency in decision-making processes.
- Independent Assets: A separate legal entity possesses assets distinct from personal assets of its owners or those of other legal entities. This separation provides financial protection for the owners. Additionally, it will assist the business in independently managing its own assets.
- Economic Benefits and Reputation: Starting a company offers various economic advantages. It increases the potential for growth and scalability. Besides, Vietnam Company Setup also contributes to the company’s reputation. Customers, partners, and investors tend to consider registered businesses more professionally and credibly. Which opens up business opportunities and financial advantages.
These points collectively emphasize the importance of Vietnam Company Setup. As it not only provides legal protection but also creates a strong foundation for effective management, financial responsibility, and enhanced business opportunities.
✅ Challenge
- Capital Requirements: Different types of companies have varying minimum capital requirements, necessitating individuals or organizations interested in establishing a company to meet these specified capital thresholds.
- Legal Procedures: The process of Vietnam Company Setup involves intricate legal procedures, documentation, and paperwork. Limited legal understanding can pose challenges for companies during this process.
- Complex Internal Organization: Establishing and maintaining a robust internal structure is not always straightforward. Company’s success often hinges on the strength of its organizational framework.
- High Taxation and Stringent Control: Companies must comply with tax regulations, regularly report taxes, and undergo rigorous scrutiny by tax authorities.
- Government Oversight: After registration, companies are subject to close government oversight, including reporting obligations and various tax-related requirements.
Prepare to Setup a company in Vietnam
| ✅✅ Vietnam Company Setup Service | Company establishment, corporate administration, corporate governance, corporate compliance, comprehensive corporate assessments, as well as the cessation of operations for FDI enterprises operating in Vietnam |
| ✅✅Hotline | (028) 3821 0375 |
| ✅✅Benefits | Professionalism and Extensive Experience, Time and Effort Saving, Efficient and Cost-effective |
| ✅✅Advantages | Efficiency, Effective, Optimization |
| ✅✅Commitment | Efficient Process, Data Security, Help Business Save Time and Cost |
Business Idea
A business idea is an important step to determine the direction and plan strategy for an upcoming business. This could be a new product, service or business model.
Market Research and Business Plan
Conduct market research to understand potential customers, competitors and industry trends. Based on this information, create a detailed business plan with goals, marketing strategies, and financial projections.
Determine Company Type
Decide on the type of company you want to establish that suits your business line. Types of companies in Vietnam include: Private enterprise, Company Limited (One member, 2 or more members), Joint stock company,…
Prepare Company Profile
Preparing a company profile and documents is an important stage in the process of establishing a business.
- Company Name: Choose a suitable company name that aligns with your business activities and adheres to the naming regulations set by the legal requirements.
- Registered Address: Determine the registered address of the company, which can be either the office address or the main headquarters. This address will be used for administrative purposes and company communications.
- Articles of Association: Draft and prepare the company’s articles of association, a vital document that outlines the organizational structure, rights, and responsibilities of members within the company. The articles of association also define the operational and management procedures of company.
- Shareholders and Shares (if applicable): If you intend to establish a joint-stock company, identify the list of shareholders and the number of shares each shareholder holds. This requires consensus among the shareholders during establishment process.
- Financial Reporting: Prepare preliminary financial statements or financial projections for the company. These details assist regulatory bodies in assessing the feasibility of the business and its financial potential in the future.
Business Registration Procedures
- Business Registration: This step is submitting business registration application to the authority. In this application, you provide detailed information about the business. Which include the company name, address, industry of operation, legal representative’s information, and other relevant details.
- Tax and Business Certificates: After completing the business registration, you need to proceed with obtaining a Tax Identification Number (TIN). TIN serves as the foundation for conducting legitimate business activities and managing taxation. Additionally, depending on the industry and regulatory requirements, you may also need to obtain other business certificates. Such as food safety certificates, product quality certificates, etc.
Contracts and Legal Documents
- Incorporation Agreement: Drafting and signing an incorporation agreement is a pivotal step in establishing a company, particularly for multi-member companies.
- Employment Contracts: Creating employment contracts for employees helps define the rights and responsibilities of both parties within the employer-employee relationship. This contract specifies job roles, salary, working conditions, employee benefits, and obligations for both the employee and the company.
- Business Agreements: Contracts clearly outline the terms and conditions of the relationship between the company and its partners, suppliers, or customers. These contracts may pertain to matters such as supply of goods, services, leasing, collaborations, information security, and various other aspects of business operations
Legal and Financial Consultation
Legal Consultation
- Seeking advice from a professional law firm or lawyer is crucial to ensure that the process of company establishment adheres to all legal regulations and business laws.
- Lawyers will assist you in identifying and executing the necessary procedures, while also providing guidance on compiling documents, legal paperwork, and other related matters.
Financial Consultation
- If you lack experience in financial management or require in-depth guidance on financial matters, exploring financial consultation is essential.
- Financial experts can help you build a financial plan, estimate required capital, manage cash flow, prepare financial reports, and ensure financial stability throughout your operations.
Both legal and financial consultation aid in risk mitigation and optimizing business operations. Particularly during the initial stages, support from these experts instills confidence and ensures quality in managing your company.
How to Register a Company in Vietnam
Step 1: Preparation of Documents
In this initial phase, it’s crucial to compile documents for submission to the registration authority. The following documents are typically required:
- Business Proposal: Clearly outlining the company’s purpose, founder information, and the anticipated scale of the business.
- Founder IDs/Passports
- Founder’s Business Certificate
- Lease Agreement: If a specific location has been chosen for business operations.
- Land/House Certificates: If land or a house is being used as the company’s headquarters.
- Building Permit (if applicable): Required for construction or renovation of the headquarters.
- Power of Attorney (if applicable): If the founder designates a representative.
- Certificate of Capital Contribution (if applicable): For documenting registered charter capital.
- Company Membership Certificate (if applicable): Limited liability companies (LLCs) do not issue traditional “stock” like corporations. They use a comparable document, namely a membership certificate. This certificate serves as a formal acknowledgment of their ownership percentages and rights within the company.
Step 2: Drafting of Documents
During the process of establishing a business, the creation of essential documents is a critical stage. An effective approach is to engage the Company Registration service for FDI enterprise in Vietnam. This involves partnering with experienced experts in company formation procedures. A legal team can assist in composing the necessary documentation in compliance with legal requirements, ensuring the accuracy and completeness of all information in the documents. Thus, facilitating a smooth processing.
Step 3: Documents Submission
Following the assembly of documents in accordance with guidance and drafting by Vina Bookkeeping, the subsequent phase involves submitting the registration application to the authorized office. The following steps are involved in this process:
- Review Documents: Prior to submission, it is essential for the company to thoroughly review the documents to ensure accuracy and completeness, thereby avoiding potential errors in the future.
- Select Registration Office: The company needs to determine the appropriate registration office based on its location and industry. Typically, the application is submitted to the Business Registration Office within the Department of Planning and Investment in the respective province or centrally governed city.
- Submit Documents: Complete the registration forms with accurate details and provide copies of the essential documents.
- Payment of Registration Fee: Alongside the application, the company is required to settle the fee specified by the registration office. This fee varies based on the company’s size and industry.
- Awaiting Result Notification: Processing times may vary depending on local circumstances and the workload of the office.
Step 4: Fulfill the Disclosure Fee Payment
Announcing the establishment of a business represents a pivotal milestone in the Vietnam Company Setup Process. As stipulated in Circular No. 47/2019/TT-BTC, the fee for information disclosure is fixed at 100,000 VND. Failure to comply with this disclosure requirement may result in administrative penalties. The specific penalties vary depending on the nature of the violations, including:
- Failure to publicly disclose business registration information on the National Business Registration Portal.
- Non-compliance with the specified deadline for public disclosure of business registration information on the National Business Registration Portal.
Step 5: Receive the Business Establishment Result
Within 3 to 5 business days, assuming the application is valid, the registration authority will issue the Business Registration Certificate. This result can either signify the approval of business registration or a request for additional information if the application is incomplete or lacks essential criteria.
Step 6: Business Disclosure
This phase is of utmost importance as it enables the company to inform the public about its establishment and operations. It also serves to establish an official presence within the business sector.
Step 7: Creation of the Company Seal
While awaiting the results, you can take your time to design a logo or seal. Besides guidance in company registration, VBK offers assistance in the creation of the company seal. Required details for the seal may include:
- Company name
- Tax identification number
- District or city
- Logo (if applicable)
Vietnam Company Setup Process at Vina Bookkeeping
At Vina Bookkeeping, we commit to supporting you from the planning phase to the completion of the company establishment process. We understand that setting up a company could be complex. Vina Bookkeeping provides comprehensive assistance in Vietnam Company Setup service. Which allows you to focus on developing your core business activity effectively and sustainably.
Consultation on Company Types
Choosing the right company type is a crucial initial step of Vietnam Company Setup. This decision will impact all aspects of business operations. From management practices to the future potential of your enterprise.
At VBK, we listen and thoroughly grasp the business requirements you’re facing. Based on this information, we advise on the available company types and conduct deeper analyses for each option. We consider key factors such as members’ rights and responsibilities, management structure, required capital, and future expansion possibilities.
Our commitment is to provide clear information and offer in-depth explanations regarding the advantages and disadvantages of each company type. This empowers you to make informed decisions based on your understanding of legal regulations and your business objectives. Our goal is to help you choose the optimal company type, ensuring full legal compliance and maximizing business benefits in the future.
Document Preparation
We acknowledge the complexity of this process and aim to alleviate the legal burden on your behalf.
Information Collection and Profile Creation:
- We guide you in providing the necessary information to create a business registration profile.
- Assistance in organizing and preparing profiles according to regulations.
Form Filling and Documentation Preparation:
- Prepare registration profiles including documents such as articles of incorporation, establishment contracts, shareholder lists, and relevant information.
- We offer advice on filling out registration forms and adjusting related documents as required.
- Ensure that all information in registration forms and related documents is accurate and complete.
Submission of Profiles and Business Registration
- Submit business registration profiles to government authorities or the planning and investment department.
- Monitor and complete procedures as per requests from regulatory agencies.
Establishment of Bank Account and Tax Registration
At VBK, we do not only help you establish a company; we also support you in setting up the financial foundation and taxes for your business.
- Assist in opening a business bank account for financial management.
- Register tax identification numbers and necessary business certificates.
Legal and Financial Consultation
Legal Consultation:
- Provide guidance on legal regulations related to business operations, including establishment, activities, and compliance with business laws.
- Ensure that you understand and adhere to the relevant regulations, mitigate legal risks, and establish a strong legal foundation for your company.
Offer advice on financial management and taxation:
- Support you in daily financial management tasks, from accounting to monitoring cash flows.
- Provide tax advice and assist in fulfilling your monthly, quarterly, and annual tax obligations.
Why Choose Vietnam Company Setup Service at Vina Bookkeeping
⭐ Professionalism and Extensive Experience
Vina Bookkeeping is proud to have a team of qualified specialists with in-depth understanding of legal requirements and Vietnam Company Setup procedures acquired over years. We pledge to provide our customer with excellent and efficient comprehensive service. When you utilize our services, you will get advice on the best company type depending on the requirements and objectives of your company. In addition to providing you comprehend different corporate forms, we also offer strategic counsel for your well-informed decisions.
Additionally, we provide thorough legal advice as well as technical support for compiling and assembling required documentation. Our team of professionals may assist you with document preparation, registration application submission, and other related tasks. We commit to provide convenience and ensure that every step is in compliance with legal regulations.
⭐ Time and Effort Savings
Vietnam Company Setup process involves numerous complex steps. From document collection and preparation, to application submission and tracking the approval process. Doing this on your own can consume significant time and effort.
By utilizing the comprehensive services offered by Vina Bookkeeping, you can delegate the responsibility to a skilled team. This allows you to focus on your core business activities without the need to oversee the complexities of the company formation process. The Vina Bookkeeping team possesses the expertise and understanding of the procedure. Which ensures the efficient and accurate completion of each phase.
⭐ Effectiveness and Cost Efficiency
Choosing Vietnam Company Setup service not only saves your time and effort but also reduces cost. While there is a fee using these services, when weighed against the time and effort required for self-execution, this cost proves to be reasonable. You are spared the necessity of delving into and mastering the legal regulations related to company establishment. Additionally, you can avoid the potential for mistakes or misallocation of resources that may occur with a self-executed approach.
With the guidance of experienced specialists at Vina Bookkeeping, the business registration process is conducted in full compliance with the law right from the start. This effectively reduces the risk of encountering undesirable legal complications in the future.
Experience in Vietnam Company Setup ✅
Should You Establish a Company? Benefits of Vietnam Company Setup
The consideration of establishing a company is a significant decision for business owners and entrepreneurs. This raises the question: “Should you establish a company?” To help you make an informed decision, let’s examine some important benefits of Vietnam Company Setup.
One of the key advantages of establishing a company is legal protection. When forming a company, it becomes a separate legal entity with its rights and responsibilities. This means that if there are legal issues, you won’t be personally liable but rather liable within the company’s rights and responsibilities. This helps protect your personal assets.
Furthermore, establishing a company opens up more business opportunities. A company has the ability to engage in contracts, commercial transactions, and collaborations with other businesses more easily. This expands the scope of your business and creates more opportunities for growth and expansion.
Another benefit of company formation is the ability to manage finances more effectively. You can set up a professional accounting and financial system, track the company’s financial transactions transparently and accurately. This helps you make informed financial decisions and optimize your financial management.
In summary, company formation offers several significant benefits, including legal protection, expanded business opportunities, and effective financial management. Before making a decision, carefully consider these advantages and consult with the appropriate experts to ensure that your decision aligns with your business goals.
What Type of Company Should Establish?
| Type of company | Features | Recommend | Setup time |
| Brand Office |
|
Foreign companies that want to research and understand the market in Vietnam. | 4-6 weeks |
| Joint Stock Company |
|
Businesses with large scale and need to raise capital from different sources. | 5 – 8 weeks |
| Company Limited | One or more members with limited liability based on their capital contributions. | Various business sizes, offering flexibility in management | 5 – 8 weeks |
The two most common types of companies in Vietnam are Limited Liability Companies (LLCs) and Joint Stock Companies (JSCs). If you have at least three founders, it is often advisable to consider establishing a Joint Stock Company. This choice provides advantages in terms of credibility and brand reputation for your business, and the procedures for incorporation are similar to those of an LLC. The main difference between them lies in the number of founders.
However, for private enterprise, Vina Bookkeeping does not recommend this business structure. The primary reason is that in case of bankruptcy, you would be personally liable for debts of the company. In contrast, both LLCs and JSCs limit liability to the capital contributed.
For entrepreneurs and foreign companies looking to explore the Vietnamese market, establishing a representative office is often a suitable choice. This option allows you to maintain a physical presence and engage in some business activities without assuming the full responsibilities of a separate legal entity.
