Open Foreign Business In Vietnam - Step By Step Guide

When Expat want invest and Open foreign business in Vietnam - LHD Law Firm will help Foreigner to Open a business in Vietnam (Ha Noi, Ho Chi Minh city and Da Nang) with 6 Step by Step guide - Our lawyers will discuss and send to Expat the legal advice and Quotion (best solution) 

Open foreign business in Vietnam - Step by step guide in 2023

Vietnam is an emerging economy with a lot of potential for foreign businesses interested to open a company. The lower labor costs compared to other surrounding countries have attracted a massive growth in foreign direct investment. So how to open a foreign business in Vietnam?

1. Requirements To Open A Company In Vietnam

1.1. Allowed FDI

Vietnam allows for complete foreign ownership in most business sectors. IT, trading, educational sectors, and manufacturing are all welcoming towards foreign investment.

That said, there are some business lines such as tourism and advertising that require foreign firms to partner with a Vietnamese company in a joint venture. Once you know the type of activity your company will choose to engage in, LHD Law Firm can help you open a company in Vietnam.

Because Vietnam is part of the World Trade Organization (WTO), foreign ownership in different business lines is regulated by it. However, if your company is engaging in a business line not covered by WTO rules and there are no specific local laws, your company will require a Ministry-level approval.

1.2. Minimum Capital Requirement

Unlike other countries, Vietnam does not have a minimum capital requirement for foreign companies registering a company in Vietnam. Before a foreign company can expand in Vietnam, it must have approval from the Department of Planning and Investment. To receive that approval, the planned minimum capital contribution must comply with your company’s actual planned expenses.

In working practice, it is possible to open a company in Vietnam with as little as USD 3,000. For a manufacturing company, the funds set aside should be more than the cost of machinery.

A common starting amount of capital on hand in Vietnam is USD 10,000. This is a lot less than minimum amounts in other countries, for example, in Indonesia, it is USD 175,000. Some special business lines in Vietnam including language centers, real estate companies, and vocational schools do have a set minimum capital requirement, your company should carefully consult government regulations.

1.3. Registered Address

Every company incorporated in Vietnam must have a registered address. Service-based companies are permitted to use a virtual office, while on the other hand, manufacturing companies or companies which require business or retail space for going about their activities must have a physical location in Vietnam.

Sometimes, Vietnam’s Department of Planning and Investment will inspect the address before incorporation is possible. Other times, it is enough to present to the Vietnamese government an offer letter or a memorandum of understanding (MOU) which states that the property will be used to conduct the company’s activities when it is set up.

1.4. Resident Director

All companies setup in Vietnam requires a resident director. The appointed individual does not need to have residency status at the time of incorporation, but they must have and maintain a Vietnamese residential address.

It is important to remember that landlords in Vietnam must register with the police any foreign nationals leasing their property. If the director is not a founder of the company and is also a foreign national, they will need a work permit.

However, if the resident director is one of the founders who originally incorporated the company in Vietnam, they are not required to have a work permit.

2.    Types Of Entities In Vietnam

2.1. Branch Office

Opening a branch office in Vietnam is a popular method amongst foreign companies expanding in Vietnam. It is essentially a subsidiary of a foreign entity, created within the law of Vietnam to conduct buying and selling activities and enter into contracts within the country.

To set-up a branch office in Vietnam, the foreign company must have conducted business in foreign countries for at least five years. An annual return must be filed by the branch office with the Industry and Trade Department office.

- Pros: It is useful in highly regulated industries such as finance, banking, or insurance. In those industries, a foreign reputable entity being registered versus a subsidiary will make the licensing process simpler.

- Cons: However, going through the process of incorporating a company in Vietnam requires complex procedures, and exposes companies to total liability for losses.

2.2. Representative Office

Foreign companies are permitted to open a representative office in Vietnam if they can prove they have conducted business internationally for more than 1 year. The Vietnamese government has several restrictions on representative offices, centering around the prohibition of commercial or production-related activities.

Companies that choose to set up a representative office in Vietnam may only engage in the promotion of the overall company and market research. It must annually submit returns to the Industry and Trade Department office and have a resident representative.

- Pros: Compared with opening a full branch office, it doesn’t have to pass as many legal hurdles and can behave in a nimbler way.

- Cons: A huge con of not having the legal capability to manufacture products or conduct trade.

2.3. Joint Venture

Because many industries within the Vietnamese economy are restricted by the government, joint ventures are common. Foreign companies can partner with domestic stakeholders to set up a company in Vietnam. The electronic games business, agriculture and forestry, conventional and online advertisement, and transportation services are all examples of restricted industries in Vietnam. In these industries, the permissible level of foreign ownership can range from 49% to 99%.

- Pros:

+ Many foreign companies chose the joint venture path because of the potential to take advantage of the local knowledge that a Vietnamese partner can provide.

+ Depending on how the joint venture is set up, foreign companies can also be under less risk because they are sharing that risk with another partner, than if they were to operate through a branch office.

- Cons:

+ There will inevitably be long delays in the licensing process than some of the other options.

+ Approval for a foreign investment certificate must also be obtained. Before monies can be remitted to the parent company, the joint venture must submit annual financial statements to the government.

2.4. Foreign-Owned Enterprise / Limited Liability Company

An enterprise that is totally foreign-owned can operate under two different structures: Limited Liability Companies, and Joint Stock companies. Similar to other countries, opening a company in Vietnam under the Limited Liability structure is a safe and common form of foreign investment for companies because of its relatively low-risk level. Joint Stock companies spread out liability by having many different shareholders.

- Pros:

A proof entering the Vietnamese market through a completely foreign-owned enterprise is that it removes the cultural differences that exist when working with a Vietnamese market.

- Cons:

+ Miss out on local expertise gained from partnering with a Vietnamese company.

+ Because they are totally foreign-owned, there is often a longer approval period than some of the other Vietnamese market entry methods, usually lasting 2 to 4 months.

2.5. Public-Private Partnership

Public-Private Partnerships (PPPs) are agreements between domestic or foreign companies and the Vietnamese government in order to complete critical infrastructure projects. This type of business deal is being aggressively pursued to try and fill gaps that are being left as the role of state-owned enterprises is declining.

- Pros: A pro of this method of opening a company in Vietnam is that the company will be working directly with the Vietnamese government on a guaranteed project, so the pressure of competing against other companies is largely removed, once a contract is received.

- Cons: A con is that it can often be hard for completely foreign-owned companies to gain these types of contracts, as the government will be more likely to go with a homegrown company.

2.6. PEO Services In Vietnam

A common alternative used by foreign companies to enter the Vietnamese market is using PEO services in Vietnam (Professional Employment Organization).  Also known as Employer of Record.  It allows companies to outsource their complete employment operations and hire employees in Vietnam without a legal entity.

As an experienced EOR, LHD Law Firm takes care of as all employment operations in order to legally hire employees in Vietnam; including running payroll, deducting individual income tax, managing social security contributions, work permit application, business expenses management, and office rental. When employees are hired through this method, they are legally employed through the PEO, but they will work on your company’s behalf.

Using PEO services in Vietnam provides a quick market entry and avoidance of having to establish a subsidiary or branch office. This is a huge pro, as it lets companies get in the game quickly while keeping low risks and investments.

Another pro is that the foreign company still can utilize local knowledge from the Professional Employment Organization provider, while operating through an already-established company.

3. Setup Process To Open A Company In Vietnam

Before you open a company in Vietnam, there are several steps that must be taken.

3.1. Pre-Investment Approval

The Vietnamese economy is still a largely planned economy, so many foreign investment projects must have government approval prior to starting. Therefore, it is important for foreign companies to know whether they will need to apply in accordance with application processing times and prepare required documentation.

3.2. Investment Registration

If your company is planning on being 100% foreign-owned, an Investment Registration Certificate (IRC) is required. Essentially, it gives foreign enterprises the right to invest in Vietnam. To apply for this license, investing firms must:

• Submit a detailed application for the implementation of the investment project;
• Write a proposal detailing lease agreements or land use needs of the investment project;
• Proving the financial viability of the investment by submitting financial statements for the past two years of the company’s operation.

3.3. Enterprise Registration

Every project which seeks to set up a new entity within Vietnam must obtain an Enterprise Registration Certificate (ERC). In accompaniment with the ERC, firms will also be issued an official tax number. In the application process in opening a company in Vietnam, the firm must prepare:

• A list of all board members;
• An application for enterprise registration
• A company charter;
• Letters of appointment and authorization;
• A list of legal representatives.

Every piece of foreign information or foreign documents provided by the company must be notarized, made legal by consular officials, and translated into Vietnamese through competent authorities.

3.4. Post-Licensing Procedures

After the IRC and ERC have been issued by the government to the company, there are still several following steps to be taken:

• Labor registration;
• Seal carving;
• Charter capital contribution;
• Bank account opening;
• Business license tax payment; and
• Public announcement of company establishment.

In the previous article, LHD Law Firm detailed 09 steps to set up a foreign company in Vietnam. Please refer to this article.

4. Common Mistakes When Setting-Up A Company In Vietnam

As foreign companies enter the Vietnamese market, there are several mistakes that tend to happen. Avoid them by reading this list!

4.1. Investing The Wrong Amount Of Capital Into The Business

The majority of business sectors in Vietnam have no minimum capital requirement, which means you don’t need a high amount of capital in order to set up a company in Vietnam. However, you still will need official approval from the government, and they check to see that you have enough capital to meet expected business needs.

4.2. Using An Unreliable Nominee

Foreign companies quickly get into trouble when they enter into an agreement with an untrustworthy nominee. Trusting individuals may seem like a good decision initially but can carry huge risks. The safest thing to do is to work through a professional service company like LHD Law Firm instead of an individual person.

4.3. Ignoring Local Regulations

Another common mistake is failing to comply with local tax reporting requirements and laws. It is crucial to keep in mind that foreign companies in Vietnam are often under higher scrutiny than local ones. It is therefore more important to do careful research to make sure your company is complying with local regulations in Vietnam.

4.4. Failing To Ask For VAT Invoices

Many companies decline to issue VAT invoices unless they are requested on the same day or before a purchase. Not every receipt is a VAT invoice. Keep VAT invoices for expenses incurred even before company registration, as all VAT invoices can be recorded as expenses. This can reduce the corporate tax rate.

4.5. Wrong Market Entry Vehicle To Set-Up A Business In Vietnam

Many foreign companies go through the hassle of setting up a full company only to discover that it would have been much cheaper and less time consuming to just outsource their needs to a company like LHD Law Firm.

4.6. Lack Of Time To Open A Company In Vietnam

The time needed to open a company in Vietnam is usually around 3 months, which is much longer than the time typically required in developed countries. Getting all the required documents in order can often be the most time-consuming of the whole process. LHD Law Firm can help your company get all the required documents in order and prevent unnecessary setbacks of registering a company in Vietnam.

5. Taxation In Vietnam

For any foreign investor, taxes are an unavoidable matter. There is currently a massive shift going on in the Vietnamese system towards modernization, and so investors should be sure they understand their liabilities both as a business and as an individual. You should seek to understand whether you are under any exemptions or relief. Below we provide a brief guide, however, you are welcome to get in touch with us to learn more details.

5.1. Corporate Income Tax

A corporate income tax (CIT) is only levied against incorporated entities like JSCs, LLCs, and commercial branches bringing in profits. The standard CIT rate is 25 percent, and this is universal for both foreign and domestic enterprises. There are also special rates ranging from 32 percent up to 50 percent, this high level of taxes is normally seen in the sectors of petroleum and other rare and precious resources.

5.2. Value Added Tax

A value-added tax (VAT) is a tax on the added value of nearly all goods and services generated in the process of production, circulation, and consumption. There are three VAT rates: 0 percent, 5 percent, and the standard 10 percent. The government often uses VAT tax to incentivize exports and disincentivize imports.

5.3. Business License Tax

A business license tax (BLT) is an indirect tax that is inflicted on entities that are conducting business activities in Vietnam. It is annually paid for by the enterprises themselves. The amount of BLT a company is obligated to pay is based on the amount of registered capital. All companies in Vietnam, including factories, branches, and shops, are subject to this tax.

5.4. Special Consumption Tax

A special consumption tax (SCT) is applied to goods and services considered to be luxury items. There are basically two categories of luxury items: physical items, such as cigarettes, cars, and motorbikes, and certain services, such as massages, karaoke, and lottery tickets. The SCT rate varies by item.

5.5. Customs Duties

Customs duties on items entering Vietnam must be paid prior to customers clearance, or the goods will not be released. Customs duties owed depend on the country from where the item is imported from, and on the type of item. Most goods and services being exported are exempt from this tax, however.

5.6. Foreign Contractor Tax

In Vietnam, foreign contractor tax is not actually a separate tax, but instead is a combination of VAT, CIT, and personal income tax (PIT). Essentially, if a foreign company comes into Vietnam and performs a service or provides a good contracted out to a company based in Vietnam, they must pay taxes in the country.

6. Accounting & Bookkeeping In Vietnam

When you decide to open a company in Vietnam, it is crucial to understand the accounting and bookkeeping laws governing the business world. Mismatches in revenues and expenditures and recording expenditures and revenues in the wrong time period is common. Your accountants should make sure they understand the local rules.

Annual Finalization

Annual finalization of all your company’s financial statements, personal income tax, and corporate income tax is due on the 90th day of the new year. Except in leap years, this will occur on the 1st of April. In accordance with regulation, this report must be filed with these offices:

- Tax office at the provincial or city level

- The general statistics office

- The ministry of planning and investment

- Retention Of Documentation

Depending on the document, accounting documentation must be preserved for 5 years, 10 years, or for an indefinite period. The Vietnamese Tax Department has the right to check whether companies are calculating their taxes correctly, and for foreign companies, it is even more important that documentation is properly preserved.

The Vietnamese economy is increasingly becoming a hotbed of manufacturing, and a leader in developing markets. If you are interested to open a company in Vietnam, LHD Law Firm is here to help. We would love to get in touch with you and help you through the exciting process of opening a company in Vietnam.

What we can do ...

Lawyer: Thanh Thuy (email: all@lhdfirm.com) 

→ Lawyer specializing in advising on setting up foreign capital companies in Ho Chi Minh City

She graduated with a master’s degree in Commercial Law - City Law University of Ho Chi Minh City.

Consultancy language: English and Vietnamese

She is as one of the top 20 lawyers in Vietnam, highly rated by Legal500 and Hg.org → specializes in foreign investment, having realized more than 6800 projects in 15 years...

Lawyer: Phuong Khanh (email: hanoi@lhdfirm.com)

→ Lawyer specializing in advising on setting up foreign capital companies in Hanoi

She has a master's degree in Commercial Law from Hanoi Law University.

The language of consultation is English and Vietnamese

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