Set up your business in Vietnam

Limited Liability Company (LLC)

A Limited Liability Company (LLC) is formed through capital contributions, with limited legal liability and minimum charter capital requirements but no specific limitations on capital. LLCs can be categorized into two groups:

Single-member LLC (owned by a single individual or entity),
Multiple-member LLC (must have two or more owners or members, but cannot exceed 50 members).

Requirements to establish a company in Vietnam

Minimum capital requirements

For most sectors and business lines, Vietnam requires no minimum capital requirements. However, the registered capital will be assessed by The Department of Planning and Investment for whether it is adequate to cover the expenses of the business until it generates enough revenue to cover its costs. It is possible to setup a basic business services company with less than USD 15,000 in some cases, but in most cases it would be at or above this threshold, depending on the nature of the business.

It is best to verify whether your business may require minimum capital investment however, given that some industry sectors (business lines) do have requirements. Examples include:

Finance, Banking, Insurance and Fin-tech;
Language centers or Vocational schools; and,
Medical clinics.

Note that, the amount of registered capital that is selected and eventually approved, will be stated on your Business Registration Certificate, which will likely be viewed and known to companies that you do business with. Therefore, a higher amount of registered capital might in some cases bear positive effects for a firm, in terms of how a business is viewed by companies that it deals with. Changing the amount of registered capital after initial business registration, requires a formal application procedure to amend your corporation’s documents.

Things To Consider

Advantages	Disadvantages
Flexible organization structure. Applicable to a wide range of business scope and industries. The shareholder’s liability in an LLC is limited to the value of their shares and does not extend to personal assets.	Restrictions on ownership transfer. Cannot issue shares, making it harder to raise capital. Registration can be complex * Mid to high operation costs

As Vietnam’s most popular business entity, many choose Limited Liability Companies because it enables them to trade with both local and international markets, thereby maximizing potential profit. More importantly, this business entity is also preferred for its high transparency in operations, fast incorporation process, and flexibility in operation and management structure.

For firms seeking full control of business operations, we highly recommend a 100% ownership LLC, which can be achieved by either creating one with 100% capital contribution from them or purchasing complete ownership of a Vietnam company.

Vietnam ompany Incorporation Process

Six steps to
start your new business.

1. Preparation of required documents for application: Up to two weeks

These include:

Lease agreement – Each applicant must have a lease (or pre-lease) agreement in place for where their company will be registered.
Proof of financial capacity – Investors must demonstrate that they have sufficient funds at the bank or the financial capacity to meet their investment commitments in Vietnam, and
Investor documents – Each investor will need to have appropriate notarised/legalised documents from their home country for the application.

2. Application for an Investment Registration Certificate (IRC): Up to three weeks

The first step for a foreign investor seeking to establish a company in Vietnam is to register an “investment project” — the purpose of the foreign investor’s company. The resulting IRC permits the foreign investor to commence the establishment of their company in Vietnam. The IRC is akin to the concept of “Foreign Investment Approval” in other jurisdictions.

3. Application for an Enterprise Registration Certificate (ERC): Up to one week

While the IRC is the outcome of the investment project registration that foreign-owned companies must complete in their establishment process, the ERC is the certificate of incorporation that all companies, both local and foreign-owned, must possess. After obtaining the IRC, the application for the ERC will begin. Once the ERC is issued, the company basic information will also be disclosed on the National Enterprise Registration Portal.

4. Initial post-establishment registrations: Up to two weeks

These are procedures implemented after company incorporation, which include:

Application for making public notification of the new company’s establishment
Purchase and provision of company seal
Application for announcement of the seal specimen
Drafting decision of appointment of the general director/director

5. Additional post-licensing and sub-licensing applications

After successfully registering a company in Vietnam, depending on the company’s business activity, the investor may need to apply for additional licenses or sub-licenses, according to licensing requirements and conditions for specific sectors, industries, and business lines.

6. Charter capital contribution

The company’s enterprise capital (investment capital) is comprised of charter capital and loan capital. The charter capital is a critical requirement after registering a company in Vietnam. It is the amount of funds that members (or shareholders) contribute or commit to contribute within a certain period as stated in the charter and must be fully contributed within 90 days from the date on which the company is established.

How to Register?

From company order, name check and reservation, documentary requirements guidelines, feedback and timing. Step by step guide how a new offshore company registration normally happens in Vietnam.