Starting a business in Vietnam can be a straightforward process if you understand the legal requirements. This guide will take you through the essential steps for company registration in Vietnam. If you’re planning to register a company in Vietnam, it’s important to follow the legal framework governed by the Vietnamese government and utilize the correct procedures, which include key steps involving business setup, registration, and compliance with corporate laws.
Understanding the Types of Business Entities in Vietnam
When you consider company registration in Vietnam, the first step is selecting the type of business entity that suits your needs. Common business structures include:
- Limited Liability Company (LLC) – Suitable for small- to medium-sized businesses. It can have a single or multiple members.
- Joint-Stock Company (JSC) – Ideal for larger businesses planning to raise capital by selling shares.
- Representative Office – For foreign companies looking to explore the Vietnamese market without actual commercial activity.
- Branch Office – A branch allows foreign companies to directly conduct business in Vietnam under the same legal entity.
Each business structure has its advantages and specific registration requirements.
Step-by-Step Guide to Company Registration
1. Prepare the Necessary Documents
To initiate the company registration in Vietnam, the following documents are required:
- Application for business registration.
- Draft of the company charter.
- List of members or shareholders.
- Identity cards or passports of the members or shareholders.
2. Company Name Registration
The company name must be unique and not identical or confusingly similar to other registered businesses. The company’s name must be in compliance with Article 37 of the Law on Enterprises.
3. Business License Application
Once the business name is approved, the next step is to apply for a business license. This is submitted to the Department of Planning and Investment (DPI) in the relevant city or province. The application must include:
- Business registration form.
- Company charter.
- List of members/shareholders.
- Proof of legal capital (if applicable).
- Bank statement proving the company’s capital account deposit.
4. Obtain Investment Registration Certificate (IRC)
For foreign investors, obtaining an Investment Registration Certificate (IRC) is crucial. The application for an IRC includes the investment project dossier, which details the scope and objectives of the business.
5. Corporate Seal Registration
The next step is to design and register the company seal. The use of a seal is legally required for most business transactions in Vietnam.
6. Tax Code Registration
After receiving the business registration certificate, companies must register for a tax code with the local Tax Department. This process must be completed within 10 working days of receiving the certificate. Also, the business must open a corporate bank account.
7. Open a Bank Account and Deposit Capital
Businesses are required to open a bank account in a registered Vietnamese bank. The charter capital must be deposited in this account within the designated timeline.
8. Labor and Social Insurance Registration
Companies must register for labor and social insurance for their employees within 30 days of hiring the first employee.
Key Considerations for Foreign Investors
Foreign investors face additional regulatory hurdles compared to local businesses. These include obtaining an Investment Registration Certificate (IRC) and maintaining minimum capital requirements, which vary depending on the business sector. Additionally, some industries have restrictions on foreign ownership.
According to Decree 31/2021/NĐ-CP and Law on Enterprises 2020, foreign investors are allowed to hold 100% ownership in certain industries, while others may require joint ventures with local partners.
Compliance After Registration
Once registered, a company in Vietnam must comply with several post-registration requirements, including:
- Submitting periodic tax filings.
- Maintaining corporate accounting records.
- Filing annual financial statements with the local Department of Planning and Investment and the General Tax Department.
- Conducting labor reports as per the Labor Code.
Additionally, the Law on Enterprises requires that businesses must hold an annual general meeting (AGM) of shareholders and file meeting minutes with the DPI.
Business Closure or Dissolution
If a business decides to cease operations, they must formally notify the DPI and complete tax finalization procedures before the business can be officially dissolved. Relevant documents include:
- Notice of dissolution.
- Final tax returns.
- Confirmation of no outstanding tax obligations.
Legal Framework Governing Business Registration in Vietnam
Vietnam’s business environment is primarily regulated by the Law on Enterprises (2020) and the Law on Investment (2020). These laws govern the establishment, operation, and management of enterprises across various sectors. Specific guidance is further provided by decrees such as Decree 31/2021/NĐ-CP, which details regulations on foreign investment, registration requirements, and reporting obligations.
Related Readings
For more detailed legal procedures on setting up an LLC or JSC in Vietnam, check out the “Hướng dẫn đăng ký công ty TNHH tại Việt Nam” and “Thủ tục thành lập doanh nghiệp nước ngoài” guides, available on our website.
Contact Information
For detailed guidance on company registration in Vietnam, contact Unilaw at +84 (091 226 6811) or via email at legal@unilaw.vn.
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