Business Setup in Vietnam
Open a company, a representative office, or a branch in Vietnam. VNBG plans each step with you, prepares your documents, and stays with you until your business can operate. Prices start at USD 1,800.
Why Foreign Companies Choose Vietnam
Vietnam is near the main trade routes of Asia. It has a stable government, and its operating costs are lower than in other countries in the region.
Why Investors Work with VNBG?
The rules for foreign direct investment (FDI) businesses in Vietnam are complex, and they change. We work with these rules each day.
A Team Speaks English
Each consultant speaks English Fluently and works to international service standards.
Always Free Consultation
We explain the market and the rules before you pay. Completely free of charge.
One team for setup and operations
We open your business. Then the same team does your accounting, payroll, compliance work and more.
Local knowledge Up-to-date
We know what each agency asks for, so your documents are complete and correct.
Choose the Correct Business Type
A foreign investor can open three types of business in Vietnam. Each type has different rights and limits. If you select the wrong type, you must start again with a new set of documents.
A Company (LLC or JSC)
A company is a separate legal entity. It can sell, send invoices, and hire staff. Select it if you plan to stay in Vietnam for a long time. An LLC is a limited liability company with 1 to 50 owners. A JSC is a joint stock company with 3 or more shareholders.
Representative Office
A representative office does market research and promotes the parent company. It cannot earn revenue. Select it to learn the market before you invest more.
Branch
A branch is a part of the parent company that can earn revenue in Vietnam. The parent company manages it and is responsible for its debts.
| Criteria | Limited Liability Company (LLC) | Joint Stock Company (JSC) | Representative Office (RO) | Branch Office |
|---|---|---|---|---|
| What it can do | All business activities | All business activities | Market research and promotion only | All business activities, under the parent company |
| Sign contract and earn revenue | Yes | Yes | No | Yes |
| Who is responsible for debts | The company, up to its capital | The company, up to its capital | The parent company, in full | The parent company, in full |
| Number of Owners | 1 to 50 members | 3 or more shareholders, no maximum | The parent company | The parent company |
| Capital Requirement | Charter capital, contribute in 90 days from the BRC date | Charter capital, contribute in 90 days from the BRC date | No charter capital. The parent company pays the costs. | Capital that the parent company gives to the branch |
| Tax Compliance | Corporate Income Tax (CIT), Value Added Tax (VAT), Personal Income Tax (PIT) for staff, and others | Corporate Income Tax (CIT), Value Added Tax (VAT), Personal Income Tax (PIT) for staff, and others | Personal income tax for staff only | Tax on the revenue from Vietnam |
| Accounting & Auditing | Its own accounting record and a yearly audit | Its own accounting record and a yearly audit | No accounts and no audit. File activity report(s) each year. | Separate records and a yearly audit |
| Profit transfer abroad | Each year, after the company pays its taxes | Each year, after the company pays its taxes | Not applicable | Each year, to the parent company |
Company Setup in Vietnam
A foreign investor can own 100% of a company in most business lines. You control the company, and your risk stops at the capital that you put in.
What A Company Is
The Law on Enterprises of Vietnam defines a company as an organization with its own name, its own assets, and a head office. It does business for profit.
Separate Assets
A company signs contracts in its own name. The assets of the company are separate from the assets of the owners. Each owner can lose only the capital that the owner put in.
Independent Legal Status
Independent legal status A company is independent, and a branch is not. A company makes its own decisions in each business line that the law permits.
Business for Profit
A company can invest, produce, and sell goods and services continuously to make a profit.
What You Need Before You Start?
Some industries have extra conditions. These three requirements are the same for each company.
Business Address
Each company must have a business address. The address must be in a commercial building. A home address is not permitted. You must have a lease contract for it.
Legal Representative
A legal representative is the director who signs for the company. One legal representative or more must live in Vietnam. This person can be Vietnamese or foreign.
Charter Capital
Charter capital is the money that the owners promise to put into the company. You must transfer it to the bank account of the company in 90 days from the date of the Business Registration Certificate (BRC).
Seven Steps to Open Your Company
—–
Step 1
Plan and prepare the documents
Make sure that your business line is open to foreign investors. Then arrange an address, a director who lives in Vietnam, the capital, and your certified documents.
Step 2
Investment Registration Certificate (IRC)
The IRC records your investment project. It records your capital, your business lines, and the length of the project.
Step 3
Business Registration Certificate (BRC)
The BRC makes your company a legal entity. Some documents call it the Enterprise Registration Certificate (ERC). The BRC also shows the company number.
Step 4
Get the company seal and open the bank accounts
Subscribe the company seal and the e-token. An e-token is a USB device that signs documents digitally. Open a Foreign Investment Capital Account (FICA), which is the account that receives your capital from abroad. Then open payment accounts in VND and other foreign currencies. The bank can ask the legal representative to come in person.
Step 5
Transfer the capital
Transfer the full charter capital into the FICA in 90 days from the date of the BRC. If you miss the date or use the wrong account, you can get a fine.
Step 6
Complete the tax and e-invoice setup
Give the company details to the tax agency. Select the financial year and the accounting method. Companies in Vietnam use the Vietnamese Accounting Standards (VAS). Then start the e-invoice system.
Step 7
Conditional business lines and staff
Some business lines have conditions, for example retail, education, and logistics. If your business line has conditions, it must meet them before it operates. Then hire your staff. We advise employers on the requirements for foreign employees.
Company Setup with VNBG
We prepare your documents and guide you through each step until your company is ready to operate.
Pre-Setup Document Preparation
We guide you through the intricate groundwork, from reviewing your document to advising on compliant business addresses and legal representatives.
Ad-hoc Administrative & Document Support
Should you encounter difficulties fulfilling certain prerequisites independently our team can assist you to complete the required document. An additional administrative fee applies.
Investment Registration Certificate (IRC)
We will prepare your investment project proposal, guide you through the review by the Department of Finance (DOF).
Business Registration Certificate (BRC)
We will prepare your incorporation documents and check that they are complete and correct.
Company Charter (Articles of Association)
We will draft a customized, bilingual Company Charter that strictly complies with Vietnamese corporate law while fully protecting your internal governance and ownership structure.
Company Seal
We will arrange the carving of your company seal.
Digital Signature (E-token)
We will register and activate your personal cryptographic E-token, so you can sign documents digitally.
Corporate Bank Accounts
We will prepare the required legal dossiers and coordinate directly with the bank to swiftly open both your Direct Investment Capital Account (DICA) and daily payment accounts.
Initial Tax & Compliance Advisory
Our experts will outline the steps required for fiscal year selection, accounting method registration, and e-invoice setup to ensure you are fully informed on maintaining compliance.
Post-Incorporation Strategic Advisory
We offer ongoing and free guidance to help you prepare for conditional business lines, workforce matters, and any operational challenges you may encounter in Vietnam.
Get a quotation for your case
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Representative Office Setup in Vietnam
Do you want to learn the Vietnamese market before you invest in a company? A representative office (RO) gives your parent company an address and staff in Vietnam. It has no charter capital.
What a Representative Office Is
A Representative Office (RO) is a part of the parent company. It is not a separate legal entity, and it cannot make a profit.
What an RO can do:
- Do market research and feasibility studies.
- Be the contact point for the parent company.
- Promote the products or services of the parent company.
- Monitor the contracts of the parent company.
- Help the parent company to communicate with local partners.
What an RO cannot do:
- Do business for profit.
- Sign sales contracts in its own name.
- Send invoices or receive payments.
- Manufacture goods in Vietnam.
- Sell services for a fee.
What You Need Before You Start
Some industries have extra conditions. These three requirements are the same for each representative office.
Parent Company
The parent company must be a legal company that operated for 1 year or more. Its registration must stay valid for 1 year or more after you file.
Chief Representative
The chief representative is the head of the office. This person can be Vietnamese or foreign. This person cannot also be the legal representative of a company or the head of a branch in Vietnam.
Address & Activities
The office must have a commercial address. An apartment for living is not permitted. The office can do contact work and market research only.
Representative Office Setup with VNBG
We handle the entire administrative and legal burden, ensuring your Representative Office is fully setup and ready to operate in Vietnam.
Representative Office Dossier
We will prepare your complete dossier for the Department of Industry and Trade (DOIT) and follow it through the review.
Office Seal
We will manage to make your Representative Office seal, ensuring it meets all Vietnamese legal standards.
Seal Requirements
We will explain the seal requirements and help you prepare the seal documents.
Tax Setup Advisory
We will help you prepare the tax setup of your office for HR and tax work.
Bank Account Opening Support
We will prepare all required banking dossiers and provide hands-on assistance to swiftly open your VND and foreign currency operational accounts at local banks.
Get a Quotation for Your Case
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Branch Setup in Vietnam
Do you want to earn revenue in Vietnam under the name of your parent company? A branch can sign contracts and send invoices. Vietnam permits branches in specific sectors only.
What You Need Before You Start
Some industries have extra conditions. These three requirements are the same for each branch.
Parent Company
The parent company must be a legal company that operated for 5 years or more. Its business must be in a sector that Vietnam opened to foreign companies in its international treaties.
Head of Branch
The head of the branch cannot also be the chief representative of a representative office. This person also cannot be the legal representative of a Vietnamese company.
Business Address
The branch must have its own commercial address with a valid lease contract. A home address is not permitted.
Branch Setup with VNBG
We handle the entire administrative and legal burden, ensuring your branch is fully setup and ready to operate in Vietnam.
Branch Dossier
We will prepare your complete dossier for the Ministry of Industry and Trade (MOIT) and follow it through the review.
Branch Seal
We will manage the physical carving of your branch’s stamp, ensuring it meets all strict regulatory standards for authenticating your commercial contracts.
Tax Setup Advisory
We will help you prepare the tax setup of your branch for accounting and VAT invoicing.
Bank Account Opening Support
We will compile all required banking paperwork and provide hands-on assistance to smoothly open your operational bank accounts (VND and foreign currency).
Post-Setup Notice
We will prepare the public notice of your new branch.
Get a Quotation for Your Case
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Buy a Company in Vietnam
If you buy a company that exists, you do not have to do the setup steps. You can buy an active business with customers. You can also buy a clean company with no activity and then change it.
We Find the Company
We look for companies that match your needs.
We find the company
We look for companies that match your needs.
We examine the company
Due diligence is a review of the finances and the legal records of a company before you buy it. We do this review and tell you each risk that we find.
We complete the dealWe complete the deal
We prepare the transfer documents and guide you through the ownership change. We also add your new foreign directors to the company records.
Divest from Your Business with Ease
We find a suitable buyer, negotiate for the highest price that the buyer will pay, and complete the transfer.
After Setup - Operate Your Business in Vietnam
A new company has regular deadlines for accounting, payroll, and reports. The team that opened your company can do this work.
Operation Solutions
- Finance & Accounting
- Tax Preparation Support
- Suspended Tax Account Advisory
- Year-end PIT Finalization
- Financial Audit Arrangement
- Business Compliance Reporting
Corporate Secretary
- Corporate Structure Consultation
- Legal Document Drafting & Reviewing
- Bank Account & Administrative Support
- Temporary Residence Card Support
- Foreign Employee Advisory
HR Solutions
- Recruitment Services
- Employer of Record (EOR / PEO) Services
- Work Permit Support
- Expat Sponsorship
- Payroll Setup & Benefit Administration
- HR Compliance & Background Checks
Import/Export Solutions
- Importer of Record (IOR) Services
- Exporter of Record (EOR) Services
- Distributor of Record (DOR) Services
- Trading Business Advisory
- Product Registration
- Customs Clearance
- Product & Supplier Sourcing
- Market Research
- Factory Visits
- Warehousing & Logistics Support
Frequently Asked Questions (FAQ)
Everything you need to know about business setup process. Can’t find the answer you’re looking for? Please chat to our consultant team.