Advantages of registering a company in Vietnam
Vietnam is located in the center of ASEAN，2024The annual GDP growth rate is as high as 7.09%。As the core undertaking place of the "China + 1" strategy of the global supply chain，It has an excellent strategic location and a mature manufacturing ecosystem.。
With a population of over 97 million，Over 50% are under 35 years old，Literacy rate exceeds 95%。The average monthly salary of manufacturing workers is about one-third of that in China，And the price of industrial electricity (about 7 cents/kWh) is significantly lower than that of neighboring countries.。
As a WTO member，Vietnam has signed 17 high-standard free trade agreements (including CPTPP、EVFTA、RCEP），Substantially reduce tariff barriers for exports to major economies such as Europe and the United States。
Qualified enterprises can enjoy up to "four tax exemptions and nine tax exemptions" (tax exemption for 4 years，Corporate income tax (CIT) discount (halved for the next nine years)。From 2026，Small and medium-sized enterprises that register for the first time can directly enjoy CIT exemption for three consecutive years.，And completely cancel the house tax。
Types of entities to register a Vietnam company
Most commonly used entities by foreign investors。Divided into single member (SLLC) and multi-member (MLLC)，2-50people)。Cannot issue shares，Simple management level，Low governance and compliance costs，Suitable for most small and medium-sized enterprises and 100%-controlled parent company structures。
Suitable for large enterprises or projects with IPO plans。At least 3 founding shareholders are required，No upper limit on number of people。Issuable shares and bonds，However, it is mandatory to set up a general meeting of shareholders、Board of Directors and Supervisory Board，Transparency and external audit requirements are extremely high。
The representative office is limited to market research and liaison，Profitable commercial activities are strictly prohibited。Branches can carry out comprehensive commercial activities，But only in certain regulated industries (such as foreign banks、Foreign law firms, etc.)。
Capital requirements for registering a company in Vietnam
general trade、Serve、There is no statutory minimum registered capital for the manufacturing industry，But the amount must match the size of the business。In practice，For pure trade/services, it is recommended to exceed US$10,000 to US$50,000 (guaranteed investment visa approval)，Manufacturing category is recommended to be over US$100,000。
Some regulated industries have hard bottom lines：Foreign-funded hospitals need US$20 million；General clinic costs $2 million；Foreign bank branches require US$15 million；Labor outsourcing services require a custody deposit of 2 billion VND (approximately US$78,000)。
Venue and personnel conditions for registering a company in Vietnam
The company must appoint at least one legal representative，And at least one must be permanently residing in Vietnam。If the only legal representative leaves the country，You must authorize another person resident in Vietnam in writing to perform the duties on your behalf before leaving the country.。
All companies in Vietnam must appoint a chief accountant。Those in the first year of establishment or meeting micro enterprise standards may be temporarily exempted from providing a formal qualification certificate.，However, the appointee must still have relevant accounting experience and professional qualifications。
Foreign directors or experts must obtain a work permit。Implement a “pre-examination and approval system”，Employers must first submit a "Declaration of Needs for the Use of Foreign Workers"。LLC owners with capital contributions exceeding VND3 billion (approximately US$130,000) are exempt from work permits。
Lease agreement must provide a legal commercial office address in Vietnam。If the company employs 10 or more employees，Written "Internal Labor Regulations" must be formulated in accordance with the law and filed with the local labor department.，Otherwise invalid。
Information required to register a company in Vietnam
Business license (company) or passport (individual) of the foreign investor。From September 11, 2026，Chinese documents are exempted from consular double authentication，Only need to apply for Apostille and Vietnamese translation notarization。
Financial proof covering the amount of committed registered capital is required，Usually the foreign investor’s bank credit certificate for the past three months or the latest audited financial statement。
Formal lease contract for registered office address in Vietnam，And the lessor’s legal ownership certificate of the site (such as house ownership certificate or industrial zone land use right certificate)。
Company Charter drafted by Hong Kong Xintong's legal team、Investment proposal (including project objectives、规模、Implementation Timetable) and Board/Member List。
Application process for registering a company in Vietnam
Determine company structure、Registered capital and business scope，Sign the lease contract。Hong Kong Information Technology will assist in completing the apostille authentication and Vietnamese translation and notarization of the Chinese main document (about 2-3 weeks)。
According to the 2026 “Establish an Enterprise First”，New rules for “post-collection of evidence”，First apply to the Commercial Registration Office for ERC to obtain legal person status.。Official approval usually takes 3-7 working days。
After obtaining ERC，Apply for an IRC from the Department of Planning and Investment (DPI) or the Industrial Zone Management Committee，Confirm the legality of investment projects。Official approval usually takes 15-25 working days。
Open a direct investment capital account (DICA) and daily settlement account at a local bank。The cross-border remittance of the full registered capital must be completed within 90 days from the date of issuance of the ERC。
Complete initial tax registration within 10 working days after establishment，Purchase digital signature (Token) and register for electronic invoice。If it involves a specific industry (such as retail、medical)，Additional application for industry operation sub-license is required。
Taxation and annual review of registered companies in Vietnam
Annual Statutory Audit and Compliance Report
All foreign-invested enterprises (FIE) are subject to mandatory audit，Its annual financial statements must be audited by a Vietnamese licensed independent auditing company in accordance with Vietnam Accounting Standards (VAS)。Businesses must do so within 90 days after the end of the financial year (usually before March 31 of the following year)，will audit report、Corporate income tax (CIT) annual final report is submitted to the tax bureau、Department of Planning and Investment (DPI)、Ministry of Finance and Statistics。
foreign contractor tax (FCT) and hidden labor costs
If a Vietnamese company pays service fees to its overseas parent company、royalties or interest，Foreign contractor tax must be withheld and paid (usually 5% VAT + 5% corporate income tax)。In terms of employment，In addition to the employer having to bear about 21.5% of the statutory social security，Union fees must also be compulsorily paid at 2% of the employee's total salary (regardless of whether a grassroots union is established or not)。
FAQs about registering a company in Vietnam(FAQ)
Vietnam is located in the center of ASEAN，Has a young workforce of over 97 million (over 50% are under 35 years old)，Labor costs are extremely competitive。As 17 free trade agreements (including CPTPP、EVFTA、RCEP) members，Enjoy huge tariff reductions。taxation，Qualified companies can enjoy up to a corporate income tax (CIT) discount of “four exemptions and nine half reductions”，2026Starting from 2019, newly established small and medium-sized enterprises can enjoy CIT exemption for three consecutive years.。
A limited liability company (LLC) is best for most small and medium-sized businesses，1-50 members，Unable to issue shares，Simple management level，Low governance and compliance costs，Is the first choice for quick implementation。Joint Stock Company (JSC) is suitable for capital intensive、Companies that require large-scale financing or have IPO plans，At least 3 shareholders required，issuable shares，However, it is mandatory to set up a general meeting of shareholders、Board of Directors and Supervisory Board，Audit and compliance requirements are extremely high。
Except for specific industries (such as foreign-funded hospitals requiring US$20 million)，There is no statutory minimum registered capital for general industries，But the amount must match the business scale (in practice, the recommended amount for trade is US$10,000-50,000)，Manufacturing category above US$100,000)。The actual payment requirements are extremely strict：Must be within 90 days from the date of issuance of the ERC，Pay the full amount of capital into the DICA account。2025New regulations strictly crack down on false declarations，1%The difference will also trigger the legal representative’s personal liability。
Vietnam implements "negative list" mechanism，Foreign capital can hold 100% of the shares in industries not included in the restricted list。Completely prohibited areas include drugs、Hazardous chemicals, etc.。Conditionally admitted industries (227/228 in total) have set foreign shareholding caps or specific qualifications，For example, the upper limit of foreign investment in telecommunications network infrastructure is usually 49%.，Single foreign investment limit for banks is 15%。
Need to submit：1. Foreign investor’s passport or parent company’s business license certified by Apostille and Vietnamese translation and notarization；2. Proof of financial capability covering the amount of registered capital (bank credit certificate or audit report in the past 3 months)；3. Lease contract and property ownership certificate of legal registered address in Vietnam；4. Articles of Association and Investment Plan。
According to the newly revised version of the Investment Law in 2026，Subvert the process by first applying for ERC (3-7 working days) to obtain legal person status，Apply for IRC again (15-25 working days)。Although the initial implementation is accelerated，But it includes preliminary materials, Apostille certification (2-3 weeks) and later tax registration.、Open an account，The whole process still takes about 8 to 16 weeks。
The company must appoint at least one legal representative，And at least one must be permanently residing in Vietnam。If the only legal representative leaves the country，Must authorize another resident in writing to perform duties on his/her behalf。also，It is mandatory for all companies to appoint a chief accountant。Foreign employees must apply for a work permit，Unless the exemption conditions are met (such as LLC owners with capital contributions exceeding VND 3 billion)。
2025New regulations introduce mandatory disclosure of "substantial beneficiaries (BO)"，Natural persons who directly or indirectly hold more than 25% of the shares or have actual control must declare，Crack down on gray proxy holding。at the same time，Comprehensive enforcement of electronic identity (VNeID)，All online enterprise approvals must be processed through the secondary VNeID account of the legal representative，Overseas representatives who have not obtained a residence card will face practical obstacles。
Foreign investors must open a "Direct Investment Capital Account (DICA)"，capital injection、external debt、Profit remittance must be closed through this account。There are strict preconditions for profit remittance：Financial statements must not have accumulated losses，Must complete annual independent audit and tax settlement，Pay taxes and social security，and submit notification to the tax bureau 7 working days in advance.。
All wholly foreign-owned enterprises are subject to mandatory audit，Must be audited annually by a Vietnamese licensed independent auditing company in accordance with Vietnam Accounting Standards (VAS)。Businesses must within 90 days of the end of the financial year，Submit the audit report and corporate income tax (CIT) annual liquidation report to the tax bureau、Ministry of Planning and Investment、Ministry of Finance and Statistics。
In addition to the complicated ERC/IRC dual certificate application and legal accounting，2025The second-level VNeID electronic identity, fully implemented in 2019, is usually only open to foreigners holding Vietnam residence cards.。If the overseas legal representative has not obtained a residence card，Business registration and changes will be suspended directly，Early transition authorization must be handled through local compliance licensed institutions such as Hong Kong Information Technology。
You need to be highly vigilant about the huge tax changes that will take effect at the end of 2025：Foreign capital transfers equity interests in Vietnamese enterprises，No longer taxed at “20% of actual profits”，Instead, corporate income tax is levied directly at "2% of the equity transfer transaction amount"。This means that when foreign investors withdraw，Even if the transfer is at a fair price or there is a loss，You must also pay tax at 2% of the total transaction amount。
In addition to the employer having to bear about 21.5% of the statutory social security，Regardless of whether the company is unionized or not，Employers are required to pay mandatory union fees of 2% of employees’ total wages.。also，Probationary periods are subject to strict statutory caps (maximum 180 days for executives，60 days for college positions，Regular positions only 6 days)，And fixed-term contracts can only be renewed once at most.。
