The Vietnam corporate registry

The Vietnam corporate registry

07-02-2018 84 Comments 220 Views

This guide provides a detailed overview of company registration requirements, procedure, and timeline for setting up a company in Vietnam. As with most other jurisdictions, Vietnam has a set of initial and ongoing regulatory compliance requirements for starting and operating a company. Therefore, both local as well as foreign entrepreneurs are advised to engage the services of a professional firm for this purpose.

When considering the registration of a new company or relocation of your existing company to Vietnam, note that most Singapore companies are registered as private limited liability companies. A private limited company in Vietnam is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Vietnam Companies Act, any person (foreign or local) above the age of 18 can register a Vietnam company. A properly structured private limited company is a very tax efficient corporate body - hence, this form is the most common type of business entity registered in Vietnam.

Vietnam corporate registry

Vietnam corporate registry

Pre-Registration - What You Need to Know

Key facts about company formation

  • Company Name. The name must be approved before incorporation of the Vietnam company can occur.
  • Directors. A minimum of one resident director is mandatory. There is no limit on the number of additional local or foreign directors a Vietnam Company can appoint. Directors must be at least 18 years of age and must not be bankrupt or convicted of any malpractice in the past. There is no requirement for the directors to also be shareholders.
  • Shareholders. A Vietnam private limited company can have a minimum of 1 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing shares can be transferred to another person any time after the Vietnam company has gone through the incorporation process.
  • Company Secretary. As per Section 171 of the Vietnam Companies Act, every company must appoint a qualified company secretary within 6 months of its incorporation. It should be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary must be a natural person who is ordinarily resident in Singapore.
  • Paid-up Capital. Minimum paid-up capital for registration of a Vietnam company is S$1. Paid-up capital can be increased anytime after the incorporation of the company. There is no concept of Authorized Capital for Vietnam companies.
  • Registered Address. In order to register a Vietnam company, you must provide a local Vietnam address as the registered address of the company. The registered address must be a physical address and cannot be a P.O. Box.
  • Taxation. Vietnam registered companies enjoy very attractive tax exemptions and incentives. Your company pays less than 9% for the first S$300,000 annual profits and 17% flat after that. There are no capital gains or dividend taxes on Vietnam companies. Excellent tax benefits and business reputation of Vietnam are the key reasons why entrepreneurs from around the world prefer to form a company in Vietnam. For further information on taxes, refer to the how to set up a business in vietnam.

Considerations for foreigners

Foreigners wishing to incorporate a Vietnam company, must take into consideration the following points:

  • You must engage a professional firm to register a Vietnam company. Vietnam law does not allow foreign individuals or entities to self-register a company.
  • There is no requirement for you to obtain any special Vietnam visa if you merely want to incorporate a private limited company but have no plans to relocate to Vietnam. You are free to operate your company from overseas as well as free to visit Vietnam on a visitor visa whenever required to attend to company matters on a short-term basis. But keep in mind that in such cases, you will need to find a local director since each company must have at least one local director. Professional service firms offering Vietnam incorporation services often offer the services of a nominee local resident director for this purpose. Visit our services page to find out more.
  • If you plan to relocate to Vietnam to operate your company, you are required to obtain an Employment Pass or Entrepreneur Pass type of work pass. Once you have obtained your work permit, you can act as the local resident director of your company.
  • All Vietnam company incorporation formalities can be handled without you having to visit Vietnam. The only exception may be opening a bank account, depending on the bank you choose.

Required Documents

For the purpose of company incorporation in Vietnam, the following information is required by the Accounting and Corporate Regulatory Authority:

  • Company Name
  • Brief Description of Business Activities
  • Shareholders' Particulars
  • Directors' Particulars
  • Registered Address
  • Company Secretary Particulars
  • Constitution

The incorporation service firm you engage will typically collect the following documents from you in order to prepare the necessary company incorporation paperwork:

  • For non-residents: Copy of passport, overseas residential address proof, and other Know-Your-Client information such as a bank reference letter, personal and business profile.
  • For Vietnam residents: Copy of Vietnam identity card
  • If the shareholder is a corporate entity: Copy of registration documents such as Certificate of Incorporation and Constitution

Note that officially endorsed translated versions must be provided for any non-English documents.

Registration Procedure and Timeline

Company registration procedure in Vietnam is fully computerized by the Accounting and Corporate Regulatory Authority. As a result, the Vietnam incorporation process is quick and efficient without any bureaucratic red-tape involved. Under normal circumstances, the company can be incorporated in 1 - 2 days.

There are two distinct steps involved in the Vietnam company setup procedure: (a Company Name Approval and b) Company Registration. Both steps can be accomplished on the same day assuming, there are no delays caused by the Accounting and Corporate Regulatory Authority.

Step 1: Name Reservation

To set up a Vietnam company, the proposed name for the company must be approved first. Company name approval is obtained by filing the application with the Accounting and Corporate Regulatory Authority. The service firm you have chosen to register your company will do it for you as the first step in the incorporation process.

Generally the name approval/rejection notification is received in less than an hour unless the proposed name has certain words that might require the review and approval of a corresponding external government authority. If the name is referred to an external authority, the name approval may get delayed by a few days or weeks.

To improve your chances of quick name approval, make sure the name:

  • Is not identical or too similar to any existing local company names
  • Does not infringe with any trademarks
  • Is not obscene or vulgar
  • Is not already reserved

An approved name will be reserved for 60 days from the date of application. You can extend the name for another 60 days by filing an extension request just before the expiry date.

Step 2: Register Company

Once the name has been approved, the filing of the incorporation request as well as the approval from the Accounting and Corporate Regulatory Authority can be completed in a few hours assuming incorporation documents are ready and have been signed by the directors and shareholders of the new company.

There are cases when the incorporation procedure can get delayed if the shareholders or directors are of certain nationalities, although this happens in rare cases only. In such cases, the authorities might ask for additional information.

A registration fee of S$300 is payable to the Accounting and Corporate Regulatory Authority at the time of incorporating a private limited liability company.

Post-Registration Formalities

Documents Issued

Certificate of Incorporation

The Accounting and Corporate Regulatory Authority will send an official email notification confirming the incorporation of the company. The email notification includes the company registration number and is treated as the official certificate of incorporation in Vietnam. A hard copy of the certification of incorporation is no longer issued by default as it is not needed in Vietnam. However, if you do prefer a hard copy, an online request can be made to the Accounting and Corporate Regulatory Authority after the incorporation of the Vietnam company. A fee of approximately S$50 is applicable and the hard copy can be collected the next day from the office of the Accounting and Corporate Regulatory Authority.

Company Business Profile

A business profile containing the particulars of the company can be obtained from the Accounting and Corporate Regulatory Authority by making a request online and paying a nominal application fee. Generally, the document is available for download within an hour of the request and contains the following key details:

  • Company name and registration number
  • Previous names for the company, if any
  • Incorporation date
  • Principal activities
  • Paidup capital
  • Registered office address
  • Shareholders details
  • Directors details
  • Company Secretary details

The above two soft documents are sufficient in Vietnam for all legal and contractual purposes including opening of corporate bank accounts, signing office lease, subscribing to telephone/internet services.

Some of the other items you will almost certainly need upon registration of your Vietnam company include:

  • Share certificates for each of the shareholders
  • Share register indicating shares allotted to each of the shareholders
  • Company seal for the company
  • A rubber stamp for the company

Opening a Corporate Bank Account

After successful registration of your Vietnam, you can open a corporate bank account in any of the major banks in Vietnam. Many of the banks in Vietnam these days require physical presence of the company principals as part of the account opening procedure. You should consider the following:

  • If you are unable to visit Vietnam, you should choose a bank that allows opening of the corporate bank account without your visit to Vietnam.
  • If you are able to visit Vietnam, you have a wider choice of banks to choose from. In this case, you can explore the features and facilities provided by different banks and decide on the bank that best suits your needs.

Applying for Business Licenses

Depending on your company’s business activities, you may need to obtain one or more business licenses after you have incorporated your company but before you can commence your business operations. Fortunately, very few business activities require such a license. Examples of business activities that require a business license include restaurants, educational institutes, travel agencies, financial services, import/export of goods, etc. For more information, refer to quoc luat law firm.

Goods and Service Tax registration

If the projected annual revenue of your company exceeds SGD 1 million, your company must register for Goods and Service Tax. Goods and Service Tax is also known as Value Added Tax or Sales Tax in many other countries. If your company is Goods and Service Tax registered, you will need to charge this tax (currently 7%) to your clients on the goods and services provided and in turn remit this amount to the tax authorities. Goods and Service Tax registration is not mandatory if your company’s annual turnover does not exceed S$1 million. For further details on Goods and Service Tax, refer to business opportunities in vietnam.

Annual Filing Requirements

Once your Vietnam company has been incorporated, the Vietnam Companies Act mandates certain annual filing requirements and formalities. For more details on this, see annual filing requirements for Vietnam companies.

Tin Liên Quan