Foreign investors register a company in Vietnam

Due to changes in local laws and policies and exchange rates, please contact us at tri.nguyen@jlpwvinhan.legal for the latest registration process and fees.

I. Setting up a Vietnamese company

The steps for a foreign investor (organization or individual) to set up a company in Vietnam are as follows:

1) Apply for investment registration certificate ("IRC"):

1. Investors fill out information questionnaires;

2. The investor scans the documents for verification;

3. Authentic copy of the investor's public certification document, and express the following documents to JLPW

(1) Certificate of company registration

(2) Articles of Association

(3) nearly two-year financial audit report / investor commitment to financing the new company or investor to prove the balance of bank statements (ie the number of funds on the bank bill should be equal to or greater than the number of investors are ready to invest in Vietnam) and proof Investors have the ability to fund new companies

(4) Vietnam office lease between investor and lessor

(5) Legal documents of the office (eg land use right certificate, house ownership certificate and land asset ownership certificate)

(6) Passport of authorized representative of investor

(7) Passport of the legal representative of the new company

(8) Passport authorised by the investor

Time: depends on the customer

2) Apply online

All the above documents must be couriered to our office before starting the online application

Time: 3 working days

3) Our firm sends the approved online application (English and Vietnamese versions) to the investor for signature

Time: 7 working days

4) Submit confirmation after online application approval

Time: 15 working days

5) Apply for Enterprise Registration Certificate ("ERC")

Description: Submit confirmation after getting IRC

Time: 10 working days

6) Post-approval procedures

Description: Legal person obtained temporary residence permit ( TRC):

Legal persons who need to live in Vietnam must apply for TRC, time: 7 working days.

1. Publication of business registration

After being granted a business registration certificate, the investor shall disclose the business information on the Vietnam National Business Registration Portal within 30 days

2. Registered Commercial Seal

3. Attention to use of seal

Before using the commercial seal after receiving the corporate seal, the company must issue a corporate seal notice to the commercial registry for publication on the national registry

4. Bank Account Opening

Investors need to open two types of bank accounts, the investment funds account is used to receive the investment amount and the trading account is used to process daily transactions in Vietnam.

5. Tax registration

For newly established companies, investors should notify the tax authority of the company's registered address and register with the tax authority.

6. Value Added Tax

The company should register for VAT immediately after receiving the business license . There are no registration thresholds.

7. Pay an annual business license tax ("BLT")

BLT is a direct tax that must be paid every year to trade in Vietnam.

Note: For organizations engaged in production activities, merchandise trade and services, if the registered or invested capital is higher than VND 1 billion, the license tax levied is VND 3 million per year; the registered capital or input capital is lower than VND 1 billion The company has 2 million VND per year; branches, offices, business establishments and other economic organizations are required to pay 1 VND per year.

If the taxpayer takes office from January to June and obtains the tax registration certificate and tax code, he should declare and pay the BLT for the whole year; if the taxpayer takes office from July to December and obtain the tax registration certificate and tax code, he only needs to declare and pay 50% of BLT for the whole year.

If the taxpayer is operating without successfully registering the corporate tax registration certificate and tax code, he or she will be required to pay a full-year BLT whenever it is discovered .

8. Electronic signature for tax return registration

Vietnamese government encourages Vietnamese companies to use electronic signatures in tax returns and tax returns

Note: The cost depends on the services provided. The cost for a one-year service is around VND 1.7 million, and the cost for a three-year service is around VND 3.5 million.

9. Company Name

The name of the company must be exactly the same as that of its parent company. Failure to comply will result in a fine of VND 10 to 15 million.

Time: 10 working days

7) Capital subscription

The company's registered capital must be paid into the company within 90 days of the issue of the business registration certificate ERC.

The 90-day period is immutable, and failure to complete it within 90 days will have serious consequences and be difficult to correct.

When the registered capital is insufficient, and the company fails to register with the registration authority on time, it will be fined VND 10-20 million.

8) Subsidiary license

According to Appendix 4 of the Investment Law 2014, investors need to apply for business qualification certificates, practice certificates, professional liability insurance, legal capital requirements and other licenses before investing in special businesses in Vietnam.

Local operations in Vietnam

1) Labor

1. First payroll registration

l Within 6 months from the date of establishment of the company , the salary list must be registered with the relevant department before use.

l When you want to modify and supplement wage and payroll, companies must consult grassroots trade union executive committee or interim executive committee of trade, and be published within the company.

Note: Failure to register is fined from VND 1 to 5 million

2. Registration of internal labor regulations and collective labor agreements

(1) Internal labor regulations

l If the company has more than 10 employees, it must own and register written labor regulations.

l Internal labor regulations must be registered with labor, disabled soldiers, and social affairs departments.

l After a review by the relevant department, if the content is found to be inconsistent with the law, a request for correction will be issued to the company. If the registration is successful, the company will receive a written notice of recognition of internal labor regulations, which will take effect from the date of notification. Rules that fail to register successfully are invalid.

(2) Registration of collective labor agreement (CAR)

l when the internal registration labor regulations, must be registered simultaneously CAOs.

l Only need to send a copy to the labor, disabled soldiers and social affairs departments, only a receipt.

3．Social insurance, medical insurance and unemployment insurance registration

The following persons must register for insurance:

l Persons who work under irregular labor contracts, fixed-term labor contracts, seasonal labor contracts, or staff members with certain terms ranging from 3 months to 12 months; paid company managers and administrative managers.

l used to pay insurance based on pay wages + benefits.

Time: 7 working days for medical insurance ; 20 working days for social insurance.

our services also include:

1) Application for Investment Registration Certificate ( IRC) and Enterprise Registration Certificate (ERC)

1. Before obtaining an investment license and business registration certificate, guide the investment process, explain the policy, and provide form documents;

2. Provide guidance and prepare documents and archives;

3. Submit all documents and files in the investment permit department;

4. Follow up and explain process issues related to the competent national agency;

5. Receive IRC and ERC on behalf of the client;

2) Office Leasing Agent

1. Find the appropriate virtual office address to apply for IRC;

2. Draft / review lease office agreement;

3. Prepare necessary documents for the lease office to apply for IRC;

3) post-Licensing

1. Engraving and registration of company seal

2.Publish business registration content on the national business registration portal

3. Open capital account, current bank account

4) Transaction License Agent

Preparing files and applying for a foreign investor's transaction license (business license) for commercial activities in the fields of import, export and distribution

5) First time tax registration agent

1. Initial tax registration with local tax bureau

2. Register VAT invoice

3. Apply for digital signature online tax declaration

4. Submit the business license form to the local tax bureau

5. Pay business license tax every year

6. Apply for digital taxation

6) First Employment Registration Agent

1. Prepare documents to use employment opportunities with local employment agencies as soon as possible

2. Prepare payslips to register with local employment agencies as soon as possible

3. Register for social insurance, unemployment insurance and health insurance

7) Intellectual Property ( IP) Agency

1. Search for products imported into Vietnam and register with the local intellectual property office:

2. Avoid being blocked by customs due to unregistered intellectual property

3. Protect the brand name of imported products

4. Litigation of any unfair competition or violation of intellectual property rights of competitors