Company Registration in Vietnam: Your Complete Guide

In recent years, Vietnam has become one of the fastest-growing economies in Southeast Asia, with a GDP growth rate projected to exceed 6% in 2024, attracting the attention of a large number of global investors. From manufacturing and e-commerce to high-tech industries, Vietnam’s business environment continues to improve, prompting companies to set up subsidiaries or expand their businesses here.

As a member of ASEAN, Vietnam has not only signed free trade agreements (FTAs) with international organizations such as the European Union (EVFTA) and CPTPP, providing more competitive trade policies, but also has become an important hub in the international supply chain due to its lower labor costs and improved infrastructure construction.

This guide will detail the core advantages, business types, registration processes, and compliance requirements for registering a company in Vietnam, and introduce how Fionza helps companies successfully enter the Vietnamese market, helping companies seize the first opportunity in the Southeast Asian market.

Why choose to register a company in Vietnam?

1. Investment Environment and Economic Growth

• Vietnam’s economy has grown steadily in recent years, and the rapid expansion of the manufacturing and service industries has made it a popular market for foreign investment. The GDP growth rate is expected to exceed 6% in 2024, which is outstanding among Southeast Asian economies.
• Free trade advantages: Vietnam has joined several international free trade agreements (FTAs), including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA), and companies can enjoy tariff reductions, which greatly reduces export costs.

2. Tax and Government Incentive Policies

• Corporate Income Tax (CIT): The standard corporate income tax rate in Vietnam is 20%, but industries such as high-tech, renewable energy, and information technology can enjoy lower tax rates or tax exemptions for up to 4 years.
• Special Economic Zones (SEZs): The Vietnamese government has established several special economic zones (SEZs), which provide additional tax reductions, preferential land use, and investment subsidies to attract foreign-invested enterprises to set up factories and regional headquarters.

3. Labor Force and Market Potential

• Market of nearly 100 million people: Vietnam has a population of nearly 100 million, and the proportion of young labor is high. The labor cost is more competitive than that of China and Thailand, which is suitable for manufacturing and technology companies to set up factories or operation centers.
• E-commerce and cross-border trade dividends: E-commerce platforms such as TikTok Shop and Shopee are growing rapidly in Vietnam, and the logistics and financial technology industries have great potential for development, providing broad market opportunities for international companies.

In such a favorable business environment, choosing to set up a company in Vietnam can not only enjoy the dividends of economic growth, but also take advantage of policy support and free trade advantages to quickly deploy businesses in the Southeast Asian market.

Types of Companies and Applicable Scenarios in Vietnam

When setting up a company in Vietnam, companies can choose different legal structures to suit their business needs. The following are the most common types of companies and their applicable scenarios:

1. Limited Liability Company (LLC) (Single or multiple shareholders)

• Applicable companies: Foreign-invested enterprises, small and medium-sized enterprises, cross-border e-commerce, manufacturing companies
• Features:
  • Composed of 1-50 shareholders, shareholders are only liable for the company’s debts to the extent of their shareholding, and have good risk isolation.
  • Suitable for wholly foreign-owned enterprises (WFOE) with a low investment threshold.
  • Simple operation structure, relatively relaxed compliance requirements, suitable for foreign investment to land quickly.

Recommended reason: For foreign companies that want to set up subsidiaries or wholly-owned holding companies in Vietnam, LLC is the most flexible and common choice.

2. Joint Stock Company (JSC) (Joint Stock Company)

• Applicable companies: Companies with listing and financing needs, large manufacturing and technology companies
• Features:
  • 至少 3 shareholders, no upper limit on the number of shareholders, can publicly issue stocks, suitable for companies that need financing or plan to list.
  • Can be financed by issuing shares or bonds, with strong capital liquidity.
  • High compliance requirements, complex corporate governance structure.

Recommended reason: If the company hopes to attract external investment or enter the Vietnamese securities market in the future, JSC is the most suitable choice.

3. Representative Office and Branch Office

• Applicable companies: Foreign companies that only need market research and brand promotion
• Features:
  • Cannot directly carry out commercial activities (such as sales, issuing invoices, etc.), can only be used for market research, brand promotion, customer support and other businesses.
  • Suitable for foreign companies that want to test the market, with low establishment costs, but strict compliance management.

• Applicable companies: Foreign companies that want to directly enter the Vietnamese market but do not want to establish an independent legal entity
• Features:
  • Can directly operate businesses, such as sales, customer support, technical services, etc.
  • But does not have independent legal person status and needs to bear legal responsibility for the parent company.
  • Suitable for foreign companies that already have stable businesses and want to expand into the Vietnamese market.

Recommended reason: If the company only wants to establish a market presence without involving direct sales or trade, setting up a representative office is more suitable; if the parent company hopes to directly operate business in Vietnam, it can choose to set up a branch office.

Before registering a company in Vietnam, companies should choose the appropriate type of company according to their business needs. LLC is suitable for most foreign-invested enterprises, JSC is suitable for large financing projects, while representative offices and branch offices are suitable for different levels of market expansion needs.

Materials and Registration Process Required for Company Registration in Vietnam

To set up a company in Vietnam, companies need to prepare relevant legal documents and complete the registration process in multiple steps according to government requirements. The following is an analysis of the required materials and specific processes for registration:

Materials Required for Registering a Company in Vietnam

Identity Certificate of Shareholders and Directors

• Photocopy of passport or ID card (all shareholders, directors)
• Proof of residence address (such as bank statements, utility bills, etc.)

Articles of Association (MOA & AOA)

• Articles of Association (Memorandum of Association, MOA)
• Company operation rules and structure (Articles of Association, AOA)

Application Form for Investment Registration Certificate (IRC) (Applicable to foreign-invested enterprises)

• Foreign-invested enterprises need to apply to the Vietnamese Ministry of Planning and Investment (MPI) for an Investment Registration Certificate (IRC) to prove their legal investment qualifications.

• It is necessary to provide a business plan, proof of source of funds and other documents to meet the bank’s account opening review requirements.

Registration Process

1. Select Company Type and Business Scope

• Determine the appropriate type of company (LLC, JSC, representative office, etc.) and understand the industry access requirements.

• Foreign-invested enterprises need to check whether there are restrictions on foreign shareholding in the industry. Some industries may need to operate jointly with local companies.

2. Apply for Investment Registration Certificate (IRC) (Applicable to foreign-invested enterprises)

• Reviewed by the Vietnamese Ministry of Planning and Investment (MPI), usually takes 15-30 working days.
• Companies need to provide business plans, shareholder information, proposed capital contributions and other materials.

3. Apply for Enterprise Registration Certificate (ERC)

• Submit a registration application to the local Administration for Industry and Commerce. After approval, the company will obtain an Enterprise Registration Certificate (ERC).

• After registration, the company will automatically obtain a tax code and can officially operate.

4. Handle Legal Capital Deposit and Bank Account Opening

• Companies need to deposit the minimum legal capital into a Vietnamese bank account within 90 days after registration.

• It is necessary to provide the bank with company documents, IRC, ERC, shareholder passports, business plans and other materials. The bank will complete the account opening after the review is approved.

5. Office Address, Tax Registration and Operation License

• The company must have an actual office address, and the registered address must comply with Vietnamese government regulations.

• Tax registration (VAT & CIT): Companies need to complete value-added tax (VAT) and corporate income tax (CIT) registration and declare taxes monthly.

• Industry license (if applicable): Some industries (such as finance, education, medical care, etc.) need to apply for an additional business license.

To register a company in Vietnam, foreign-invested enterprises need to go through three main steps: investment registration (IRC) + enterprise registration (ERC) + tax registration, and meet the minimum capital requirements. Since the registration involves many legal procedures, it is recommended that companies prepare relevant materials in advance and cooperate with professional institutions to ensure a smooth landing in the Vietnamese market.

Compliance Points for Company Registration in Vietnam

To register and operate a company smoothly in Vietnam, companies need to comply with local laws and regulations, tax requirements, and bank compliance policies. The following are the key compliance points:

Legal and Regulatory Compliance

Vietnam has restrictions on some industries, and companies need to understand relevant laws and regulations and meet corresponding requirements. For example:

• Industry access: Some industries (such as finance, education, media) need to obtain special permits or cooperate with local partners.
• Capital requirements: Some industries (such as real estate, energy) have minimum investment amount restrictions, and companies need to ensure sufficient funds.

Tax Compliance

• Annual financial reporting: Companies need to conduct financial reporting and tax declaration in accordance with Vietnamese Accounting Standards (VAS), and comply with value-added tax (VAT), corporate income tax (CIT) and other tax regulations.
• Tax incentive policies: Some industries (such as high-tech, renewable energy) can enjoy tax reduction or exemption policies, and companies need to meet relevant conditions and apply in a timely manner.

Bank Account Opening and Financial Compliance

• Strict bank account opening review: Foreign-invested enterprises need to provide detailed business plans, proof of source of funds, and transaction records when opening a bank account in Vietnam to meet the bank’s KYC (customer due diligence) requirements.
• Financial record management: Companies need to ensure that financial reports are submitted on time every month and keep complete financial records to cope with future tax audits.

During the registration and operation process, companies need to pay close attention to the updates of Vietnamese laws and regulations to ensure compliant operation and avoid unnecessary legal and financial risks.

Fionza Helps Companies Register Companies in Vietnam

Registering a company in Vietnam involves many aspects such as law, taxation, and bank compliance. Fionza provides comprehensive support to ensure that companies can land smoothly and operate in compliance.

One-stop Registration Service

• 公司注册: Assist companies in choosing the appropriate type of company and applying for Investment Registration Certificates (IRC) and Enterprise Registration Certificates (ERC).
• Bank account opening: Connect with local banks, assist in preparing KYC documents, and improve the success rate of account opening.
• Office location and operation license: Provide virtual offices, shared offices or physical office addresses, and handle necessary industry licenses.

Compliance Consulting and Tax Planning

• Legal compliance: Provide industry access consulting to ensure that companies comply with Vietnamese investment regulations.
• Tax optimization: Assist companies in understanding and applying for applicable tax incentives to reduce operating costs.
• Financial and audit support: Provide accounting services to ensure that financial reports comply with Vietnamese Accounting Standards (VAS).

Enterprise Expansion and Market Support

• Talent recruitment and visa processing: Help companies hire local employees and assist foreign management in applying for work visas.
• Market entry strategy: Provide market analysis, brand promotion, and business cooperation docking to help companies quickly integrate into the Vietnamese market.

Whether it is company establishment, compliance management, or business expansion, Fionza can provide professional support to help companies efficiently enter the Vietnamese market and develop steadily.

With its steady economic growth, extensive trade agreements, and competitive tax policies, Vietnam has become a popular business destination for global investors. Reasonable selection of company structure and precise planning of market access strategies will help companies reduce operating costs and enhance market competitiveness.

Fionza, with its rich industry experience and local resources, provides companies with a full-process service from registration and establishment to compliance management, helping companies successfully land in the Vietnamese market and achieve steady expansion of their Southeast Asian business.