Company registration in Vietnam

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Question: It’s my great honor to know you through the Internet. Our company is located in Hongkong, which is dedicated in management consulting, registration. And now there is a client from our company who wants to establish a company in Vietnam .

Therefore, I have some questions to consult you and wish you can help us.

1.How many shareholders for start-ups will required?If there any nationality or domicile will required?

2.How many directors for start-ups will required?If there any nationality or domicile will be required?

3.How much registered capital for start-ups will required?Do the clients deposit the money in the company`s bank account?

4.Whether office agency requires a practical office address?

5.What materials my client must provide when the shareholders are individual ? Could you give me a checklist?

6.What materials my client must provide when the shareholders are as a company ?Could you give me a checklist?

7.Need all materials my provide be notarized ?

8.How long does it take to complete registering a office agency?

9.After setting up company,what materials my client will obtain?please tell me detail?

10.How much will you charge for the company registration, and what kind of service will be included?

11.Is there any tax required? If my client wants to do the importing and exporting, need he to apply the importing and exporting license? If need, how much will it be?

Answer: This is reference to your email in which SB Law was requested to give you legal advice on setting up a new company in Vietnam.

Regarding your queries, please find the hereunder our opinion for your references.

1.How many shareholders for start-ups will required? If there any nationality or domicile will required? 

– The number of shareholders depends on the type of the company that Client chooses to establish.

For example, according to the Vietnam Law on Enterprises, there are four common types of business:

(1) Private enterprises: A private enterprise is owned by an individual.

(2) Partnerships: The members of a partnership are at least two partners who are co-owners of the company.

(3) Limited liability companies:

  • Multi-member limited liability companies: The member of a multi-member limited liability company is at least two members and must not exceed the number of 50.
  • Single-member limited liability companies: A single-member LLC is owned by one organization or individual.

(4) Joint stock companies: the minimum number of shareholders shall be three and shall not be restricted to any maximum number.

Generally, foreign investor shall select the Structure 3 – Limited Liability Company or Structure 4 – Joint Stock Company.

– The requirements of shareholder’s nationality or domicile of the company depends on the business lines. There are some business lines that Foreign service suppliers are only permitted to provide services in the form of joint ventures with Vietnamese partners.

2.How many directors for start-ups will required? If there any nationality or domicile will be required?

A number of directors is totally depended on Client’s need. There is no requirements of nationality or domicile will be required of directors.

However, if directors are legal representatives of the Company, the Company shall ensure that at least one legal representative residing in Vietnam.

3.How much registered capital for start-ups will required? Do the clients deposit the money in the company`s bank account?

Generally, to establish a company, Client shall register charter capital and shall not pay a deposit in the company’s bank account. The amount of charter capital depends on the demand and the ability of Client, except for several conditional business sector such as securities, banking, finance, tourism… a minimum capital shall be required.

However, deposit payment shall be required for certain business lines with the different amount of deposit such as bank, job recruiting service company, real estate activities, etc.

4.Whether office agency requires a practical office address? 

Office agency requires a practical office address. Client shall register address of the head office of the company when Client establishes the company.

5.What materials my client must provide when the shareholders are individual? Could you give me a checklist?

Client shall provide the legalized copy of Passport and his/her bank account statement.

 6.What materials my client must provide when the shareholders are as a company? Could you give me a checklist?

Client shall provide:

– Legalized copy of (i) Certificate of incorporation; (ii) Corporate Charter; (iii) Audited financial statement for two recent fiscal years; (iv) Passport of person appointed as legal representative of the company in Vietnam.

7.Need all materials my provide be notarized?

Yes. In addition, the copy of the enterprise registration certificate or another equivalent paper shall be consular legalized.

8.How long does it take to complete registering a office agency?

It takes Client about 05 working days from submission of application dossier for Client to be issued the Certificate of Business Registration.

However, if the Company is formed from 51% foreign investor, Client shall obtain an Investment Certificate before obtaining Certificate of Business Registration. It takes Client about 15 working days from submission of the application dossier for Client to be issued the Investment Certificate. For several conditional business sectors, the time for completing licensing process shall be much longer.

9.After setting up company, what materials my client will obtain? please tell me detail?

Client shall obtain an Investment Certificate (if the Company is formed from 51% foreign investor) and a Certificate of Business Registration.

10.How much will you charge for the company registration, and what kind of service will be included?

It depend on complication of each specific case. Our minimum rate for setting up company is 4,000USD.

11.Is there any tax required? If my client wants to do the importing and exporting, need he to apply the importing and exporting license? If need, how much will it be?

Client shall pay fees to establish a company. Import and export license shall be included in the business license of the company.