Vietnam is a swiftly progressing economy that captivates the notice of international investors from every corner of the globe. Its energetic economic expansion and steadfastness render it one of the most captivating regional markets for commerce and investment. Here are some pivotal aspects that delineate Vietnam's economic ambiance:

  • Steadfast economic advancement: this advancement is buttressed by a myriad of sectors such as fabrication, exports, excursionism, and amenities.
  • Propitious commercial milieu: The jurisdiction is energetically laboring to enhance its commercial milieu. There are streamlined processes for enterprise enrollment in Vietnam affording swifter marketplace entry for alien investors.
  • Entrée to worldwide markets: Vietnam's locale on the banks of the Pacific Ocean bestows entrée to pivotal global markets. The nation possesses unimpeded commerce accords with numerous nations, which expedites the export and import of wares.
  • Nascent technology domain: Vietnam is an increasingly captivating locale to invest in enlightenment technology and software.

Vietnam as an attraction point for foreign investment

Vietnam vigorously entices overseas capital and establishes an investment-alluring milieu for foreign entrepreneurs. This is guaranteed by a plethora of inducements and streamlined processes:

  • Alien financier inducements: Alien financiers aspiring to commence an enterprise in Vietnam are granted fiscal inducements and subsidies, particularly in paramount domains like fabrication, infrastructure, and erudition.
  • Streamlined enrollment methodologies: the nation is diligently toiling to streamline enrollment methodologies for enterprises and investment ventures. This encompasses diminishing the duration necessitated to inaugurate an enterprise.
  • Liberated fiscal territories: Vietnam boasts numerous liberated fiscal territories where alien financiers can garner supplementary advantages and inducements.
  • Pivotal locale: Vietnam's locale in Southeast Asia renders it a nucleus for ingress to myriad markets, encompassing China, Japan, South Korea, and other nations in the locale.

All this makes Vietnam one of the most attractive destinations for foreign investment and provides ample business opportunities.

Juridical standing of overseas stakeholders

Opportunities and conditions for foreigners to do business in Vietnam

Vietnam inaugurates its portals to alien financiers, offering a broad spectrum of prospects for commercial pursuits on its expanse. However, akin to any other nation, there exist specific standards and prerequisites that necessitate consideration:

  • Forms of investment: Vietnam offers several avenues for foreign investment. It can be either direct investment, such as setting up your own enterprise or working with local partners on joint projects, or indirect, through the acquisition of shares or business assets.
  • Areas of operation: although a wide range of industries are available to foreign investors, some, such as defense or specific services, may have restrictions or require additional permits.
  • Registration process: in order to operate legitimately in Vietnam, foreign entrepreneurs should go through a formal process of registering their business, which includes the choice of business form, relevant documentation and approvals.
  • Tax regulation: although foreign companies are required to pay taxes under local law, Vietnam also offers various tax incentives to support new investors.
  • Labor laws: Foreign-owned companies are required to follow local labor standards, which includes working conditions, workers' rights and social guarantees.

Given the conditions and regulations presented, Vietnam is a promising territory for foreign entrepreneurs seeking to expand their business.

Main legislative acts regulating foreign investments

Legislative act

Description

Law on Foreign Investments

Institutes overarching tenets and regulations for extraterritorial capital placement in Vietnam. It delineates the entitlements and responsibilities of alien financiers, enrollment protocols, and safeguarding of proprietary entitlements.

Enterprise Act

Regulates the activities of entrepreneurs, including foreign investors. The law describes company registration procedures, business rules, competition and contractual relations.

Environmental Protection Act

Sets norms and standards for the protection of the environment and natural resources. This law regulates activities that may have an impact on the environment.

These statutes and directives constitute the foundation for the juridical governance of overseas investments in Vietnam and delineate the principles and stipulations for commerce and ingenuity in the nation. Overseas stakeholders are obligated to adhere to these directives while engaging in activities in Vietnam.

Limitations and perspectives

Stipulations for overseas stakeholders to engage in commerce within Vietnam

Foreign businessmen planning to operate in Vietnam should be aware of some restrictions imposed by the country's laws. Here are some key points:

  • Ecological prerequisites: undertakings that could exert an adverse influence on the milieu necessitate distinct permissions and licenses. Such enterprises must adhere to elevated ecological prerequisites.
  • Limitations on alien proprietorship: within certain sectors, like fiscal or journalism, there might exist a ceiling on overseas possession. In these instances, supplementary authorization is imperative.

To successfully start a business in Vietnam, foreign participants should carefully study the local laws and ensure that they have all the necessary documents.

Participation of foreigners in various economic sectors

Vietnam defines different levels of foreign investor participation depending on the industry. Some specifics:

  • Banking sector: under Vietnamese law, foreign participants can have a share of no more than 30% in the country's bank. This restriction is designed to maintain the country's financial stability.
  • Agriculture: in some cases, investors may be subject to restrictions when registering a company in Vietnam in the agriculture and fisheries sectors. Land ownership in this industry may be limited in terms of duration and maximum area.
  • Media: foreign investors wishing to enter the media business may also face restrictions on foreign ownership in companies that publish newspapers, magazines and broadcast radio and television.
  • Education: there are also restrictions on foreign ownership and control in the education sector. Foreign investors wishing to open educational institutions must comply with certain rules and restrictions.
  • Health: Restrictions may also apply to health care facilities and the pharmaceutical industry.

Those wishing to launch a business in Vietnam should carefully review the laws and requirements in their industry to understand what restrictions may apply to their business. In some cases, joint venture agreements with local partners or other special measures may be required to comply with restrictions.

Tax advantages and peculiarities

Advantage/Specialty

Description

Exemption from income tax

Depending on the place and industry of business, foreign companies may receive benefits: full exemption or reduced income tax rates for a certain period.

Tax vacation

When opening a company in Vietnam, tax vacations are provided in key industries and regions of the country: deferrals on property taxes and reduced rates on profits.

Reduced income tax rates

Reduced tax rates are provided for companies in priority sectors such as high technology, science and education.

Export VAT exemption

Exporting companies can be exempted from paying VAT on exported goods and services, thus stimulating foreign trade.

Double taxation system

Double taxation agreements with various countries reduce the tax burden for companies operating both in Vietnam and in their country of incorporation.

Despite the availability of tax preferences, it is strongly recommended to consult tax experts before setting up a business in Vietnam, as tax laws may vary depending on the locality and specific situations.

Formation of business structure

Limited Liability Company (LLC)

A limited liability company (LLC) is one of the most preferred forms of organization for extrinsic financiers planning to start a business in Vietnam. An LLC offers many advantages, including flexibility in management and limiting risks for members. Below are the highlights of an LLC and the steps to register it:

The advantages of registering an LLC in Vietnam:

  • Limited liability: LLC members bear risks only to the extent of their investment in the company. Their personal assets are generally safe.
  • Discretionary management: members can manage the company themselves and take decisive actions, ensuring autonomy and control over their business.
  • Potential tax preferences: depending on the sector and region, the LLC may be eligible for certain tax incentives.

Procedure for LLC registration in Vietnam:

  • Selecting a nomenclature: the primary task is to opt for an exclusive appellation for the impending enterprise and secure affirmation from the pertinent jurisdiction.
  • Ascertain the sanctioned capital: the progenitors must ascertain the magnitude of the sanctioned capital, which can be endowed in the guise of currency, assets, or entitlement to assets.
  • Compilation of manuscripts: this encompasses compiling the incorporation manuscripts, endorsing the articles of confederation, and defining the organizational framework of the enterprise.
  • Enrollment: it is then imperative to tender the enrollment manuscripts to the relevant enrollment authority.
  • Acquiring a commercial enrollment credential: upon the enrollment of the enterprise, you shall procure a commercial enrollment credential, affording you the official authorization to formally commence operations in Vietnam.

Setting up an LLC in Vietnam is usually a relatively simple process, but requires strict compliance with local laws and regulations. It is therefore advisable to consult with professionals to ensure the successful establishment and operation of your company.

Joint Stock Company (JSC)

A collective equity corporation is a framework that enables overseas financiers to procure funds from myriad stakeholders. It is especially apt for substantial undertakings and enterprises wherein a considerable infusion of capital and an extensive dispersion of equities are imperative. Presented below are the pivotal attributes and distinctions of a Joint Stock Corporation (JSC):

Peculiarities of opening JSC in Vietnam:

  • Stockholders: JSC possesses stockholders who possess equities in the enterprise. Overseas investors can function as either solitary stockholders or co-proprietors of the enterprise alongside indigenous investors.
  • Governing Council: JSC is obliged to maintain a Governing Council that oversees the operations of the enterprise. This is an obligatory necessity to administer the enterprise in the utmost welfare of the stockholders.
  • Open Market Drift: Certain JSCs may decide to become public JSC, entailing a public proposition on stock exchanges. This might necessitate supplementary regulatory adherence and requisites.

The process of establishing a JSC in Vietnam:

  • Crafting a enterprise strategy: commence by formulating a business blueprint, encompassing an exposition of your enterprise paradigm, methodologies for enticing investment, and prognostications of fiscal efficacy.
  • Selecting a corporation designation: analogous to an LLC, opt for an unparalleled designation for your enterprise that will be concurred upon with the registration authority.
  • Ascertain the sanctioned capital: conclude how much sanctioned capital is requisite for your undertaking and allocate stakes to investors.
  • Compilation of documents: produce the incorporation manuscripts, delineate the constitution of the Directorate and other pivotal facets of the enterprise's administration.
  • Enlist and dispense stakes: submit for enrollment and procure authorization to dispense stakes. This juncture may encompass regulatory endorsements.

Registering a JSC in Vietnam provides more opportunities for large-scale projects and attracting investment from multiple shareholders. However, it also involves a more complex level of governance and regulation, and therefore requires more careful preparation and consultation with professional lawyers and corporate governance experts.

Affiliation

Partnership is a structure that may be the most suitable for formalizing a small business in Vietnam, especially when several individuals or companies decide to join forces for joint entrepreneurship. Here are some key aspects when a partnership may be the best choice:

When to choose a partnership:

  • Co-supervision: collaboration permits collaborators to jointly supervise the enterprise, formulate strategic determinations, and partake in accountability.
  • Assets and pecuniary funds: if every collaborator contributes assets, erudition, and pecuniary funds, it can foster a more thriving initiation and evolution of the enterprise.
  • Hazard partaking: perils and obligations are distributed amid collaborators, which can diminish fiscal and statutory perils for each party.
  • Co-subsidization: collaborations can facilitate the procuring of funds, as multiple collaborators can co-invest in the enterprise.
  • Exceptional proficiencies: each collaborator can bring exceptional proficiencies, know-how, or assets to the corporation, which augments to its varied progression.
  • Speciality: if collaborators possess specialized discernment or liaisons in a particular industry or domain, a collaboration may be the optimal approach to exploit these advantages.

The process of partnership building in Vietnam:

  • Recognizing collaborators: the selection of collaborators is pivotal. Collaborators can be individuals or enterprises.
  • Collaborative Accord: compose a collaborative accord that incorporates the entitlements, obligations, and allotments of each collaborator, as well as protocols for decision-making and discord resolution.
  • Enrollment: contingent on the chosen partnership structure (e.g., General Collaboration or Restricted Collaboration), registration with the pertinent authorities may be obligatory.
  • Monetary and fiscal considerations: contemplate the monetary and fiscal facets of instituting a collaboration, including profit allocation and fiscal obligations.
  • Juridical counsel: it is recommendable to solicit counsel from juridical experts to ascertain that the collaboration is appropriately formalized and adheres to Vietnamese legislation.

Partnerships can be a great option for small businesses and entrepreneurs looking to combine their efforts and resources to operate in Vietnam.

Business Cooperation Contract (BCC) and its application

A commercial collaboration agreement is a pliable and expedient manifestation of collaboration for overseas investors and visionaries in Vietnam, notably in instances where a enduring juridical framework like a finite accountability enterprise (FAE) or collective capital enterprise (CCE) is not obligatory. Here are some pivotal facets of a commercial collaboration agreement and its utilization:

When you should consider processing a BCC in Vietnam:

  • Transient undertakings: BCC may emerge as an exemplary preference for evanescent initiatives that do not necessitate an enduring juridical framework.
  • Particularized Transactions: In the event of collaborating with another enterprise or individual for a concrete transaction such as furnishing commodities, manufacturing, research and development, etc., a BCC may prove to be a convenient modality to conclude the association.
  • Conjoined Ventures: BCC can be employed to inaugurate a transient conjoined venture or partnership without establishing a discrete corporation.
  • Collaboration with freelancers: Should you require freelancers or autonomous professionals to execute specific tasks, you can engage in a BCC to collaborate with them.

Advantages of concluding a BCC in Vietnam:

  • Suppleness: BCC offers an elevated extent of suppleness in resolving the entitlements and duties of the involved entities, along with the conditions of collaboration.
  • Restricted juridical responsibility: in the majority of instances, the entities are responsible solely within the contracted conditions, mitigating potential hazards.
  • Uncomplicated enrollment: the course of embarking on a BCC is comparatively straightforward and swift, and does not necessitate intricate juridical processes.
  • Diminished expenditures: establishing and overseeing a BCC can be more economically efficient than establishing a fully developed juridical framework.

The methodology of instituting a BCC in Vietnam:

  • Pact formulation: The involved entities ought to compose a pact that distinctly delineates the conditions of collaboration, the entitlements and duties of each participant, time limits, and other pivotal criteria.
  • Enrollment: In the majority of instances, a commercial collaboration pact does not necessitate distinctive enrollment with the governmental bodies.
  • Adherence to statutes: The involved parties must ensure adherence to Vietnam's statutes and rules pertinent to their collaboration.
  • Ascertainment of fiscal responsibilities: Fiscal responsibilities should be ascertained and conformed to in harmony with pertinent statutes.

The Commercial Collaboration Accord is a expedient instrument to govern the association between overseas backers and indigenous associates or independent contractors in Vietnam. It furnishes adaptability and dependability for a plethora of commercial transactions and undertakings.

Business registration process

Pursuing a attestation of investment enrollment in Vietnam

Stage

Actions and procedures

Preparation of documentation

Prepare necessary documents, including business plan, copies of passports and personal data of foreign investors, office lease agreement (if necessary).

Order translations of all documents into Vietnamese and notarization.

Submitting an application

Contact VIA or other competent authority to apply for a Certificate of Investment Registration in Vietnam.

Application review

Wait for the application to be reviewed by the competent authorities. The process may take several weeks.

Acquiring a testimonial

Once your application is approved, you will be issued a certificate confirming your eligibility to invest in Vietnam.

The bestowal of an Investment Registration Certificate is a pivotal stride for alien investors contemplating to cultivate a venture in Vietnam. This manuscript sanctions your capability to invest and is pivotal to enrolling a corporation and executing commerce. The procedure encompasses the stages of compiling the requisite paperwork, submission, and awaiting endorsement, subsequent to which you will acquire the aforementioned certificate.

Steps in obtaining a license to establish a company in Vietnam

Stage

Basic Steps

Preparation of necessary documents

Gather all necessary documents: copies of the investment license, business plan, charter agreement and so on. Then translate them into Vietnamese and have them notarized.

Submitting an application

Apply to the Vietnamese registration authority or other relevant authority.

Review procedure

Once the application is submitted, time is needed for it to be processed and approved.

Obtaining a license

In case of a positive decision, you will be issued a license to establish a company, which gives you the right to start business activities.

To start a business in Vietnam, it is extremely important to go through the procedure of obtaining a license, starting with the preparation of all the necessary documents and ending with obtaining the license itself.

Enrollment modus operandi in the fiscal bureau

Exotic enterprises functioning in Vietnam necessitate enrollment with the fiscal authority. The subsequent are the pivotal phases in this course:

  1. Assemblage of records: the corporation must amass and proffer the subsequent records:
    • Enrollment document for fiscal bookkeeping.
    • Replica of the corporation's inaugural permit.
    • Bylaws of the corporation.
    • Duplicates of papers for lease or proprietorship of office expanse in Vietnam.
    • Alternative particular records as pertinent.
  2. Registration: proceed to your nearby fiscal jurisdiction and seek tax enlistment. This can be accomplished in person or through a proxy.
  3. Corroboration and endorsement: subsequent to tendering the records, the tax authority will scrutinize your plea. If the authentication proves fruitful, the enterprise will be enlisted in the ledger of rate contributors.
  4. Conferment of rate numeral: post-enlistment, the enterprise will be allocated a distinctive tax recognition numeral (TIN).
  5. Adherence to commitments: as an enrolled rate contributor, the enterprise is compelled to execute all rate prerequisites, encompassing rate disbursement and declaration.
  6. Renovation of statistics: if pivotal data, such as residence or enterprise configuration, undergoes alterations, the tax authority must be notified.

Registration with the tax authority is an essential step for foreign companies wishing to do business in Vietnam to comply with tax laws and pay taxes on time.

Financial aspects of starting a business

Basic capital criteria and their characteristics

In Vietnam, the basic capital criteria for foreign market participants may vary depending on the chosen business line and the conditions set by regulatory agencies. It should be kept in mind that such criteria may be subject to revision, so it is advisable to regularly seek updated information from relevant organizations or legal experts before launching a venture. Here are some highlights of the basic capital criteria for company formation in Vietnam:

  • Monetary establishments: Pioneering monetary establishments, akin to mercantile banks or extensions of alien banks, mandates substantial pecuniary resources, which may oscillate from myriad millions to billions of dong contingent on the magnitude and character of undertaking.
  • Intellectual enrichment: Plunging assets into the intellectual augmentation domain, encompassing institutions of higher learning and academies, similarly calls for considerable pecuniary contributions, sporadically ascending to sundry million VND.
  • Assorted vocations: In diverse other realms, such as the creation or amenity sectors, the rudimentary pecuniary benchmarks can be relatively temperate, commencing from a handful of thousand dollars.
  • Stipulating prerequisites: The meticulous rudimentary pecuniary benchmarks for a precise industry are stipulated by the Vietnam Department of Planning and Investment. Outsiders looking to invest are counseled to get in touch with this department for exhaustive enlightenment on pecuniary investment and enrollment progression.

Henceforth, to efficaciously commence an enterprise in Vietnam, alien market constituents ought to acquaint themselves comprehensively with the pecuniary requisites in their domain and ensure that the requisite funds are accessible. Simultaneously, heed should be accorded to all statutes and stipulations established by Vietnamese overseers for investment and enterprise.

Tax conditions and preferences for startups

Vietnam proffers numerous fiscal advantages and characteristics for nascent enterprises, encompassing overseas stakeholders. Comprehending the fiscal framework and plausible prerogatives is pivotal to triumphantly conducting commerce in Vietnam:

Business License Tax (BLT):

This tribute is levied yearly on enterprises functioning in Vietnam. The quantum of EBLT relies on the company's sanctioned capital:

  • Corporations with assets exceeding 10 billion VND remit a levy of 3 million VND (approximately 122 USD) per annum.
  • Enterprises with assets not surpassing VND10 billion contribute VND2 million (roughly 81 USD) annually.
  • Alternate commercial entities, encompassing branches and representative bureaus, remit VND1 million (around 41 USD) per annum.

It is meritorious pondering that pursuant to Edict No. 22/2020/ND-CP of February 25, 2020, recently established enterprises, extensions, and envoy establishments, along with particular alternative forms of enterprises enrolled throughout the clemency duration, may obtain immunity from BLT for the initial annum. Moreover, specific SMEs hold the prerogative for a triennial tax abatement given the fulfillment of particular prerequisites.

Other tax nuances:

In addition to BLT, foreign enterprises registered in Vietnam may face a number of other tax payments, depending on the nature and structure of their activities. Possible additional tax payments may include:

  • Enrollment charges: charges for handling enterprise enrollment documents.
  • Lease and emoluments: expenditures for leasing premises and disbursing emoluments may be subject to tax.
  • Stipends and amenities: Diverse levies on stipends and amenities.
  • Adherence and sustenance: Charges may be imposed for particular prerequisites and sustenance.
  • Vietnam bookkeeping provision charges: Bookkeeping provisions may also be leviable.

It should be remembered that tax rates and regulations are subject to change, so it is important to consult regularly with experts specializing in company registration in Vietnam. This jurisdiction offers various tax preferences for start-ups, and foreign entrepreneurs should explore and take advantage of these advantages to minimize their tax payments.

The final steps of registering and launching a business

Ordering a seal and its role in business

Ordering a seal is a mandatory process when registering a company and its further operations in Vietnam. The company seal plays an important role in official documents and has the following key aspects:

  • Juridical obligatory: pursuant to Vietnamese jurisprudence, a corporation must possess its individual emblem. This is an obligatory prerequisite for the lawful functioning of the corporation. The emblem must be enlisted and sanctioned in harmony with the decrees of the nation.
  • Corporation recognition: the corporation emblem functions as a pivotal method of recognition and ratification of records disseminated or subscribed by the corporation. It encompasses particulars regarding the corporation appellation and enrollment specifics, rendering the records juridically obligatory.
  • Deception deterrence: possessing a distinct emblem aids in averting document falsification and diminishes the perils of deception. The emblem is regarded as the formal indication of lawfulness and genuineness of documents.
  • Bookkeeping and levy: the emblem is also employed in bookkeeping and levy. For instance, levy declarations and financial documents may necessitate an authoritative corporation emblem to substantiate their legality.

The arrangement of the stamp and its utilization should be meticulously adhered to in concordance with the stipulations of Vietnamese legislation. Unlawful utilization or falsification of the stamp may incur severe juridical repercussions. Hence, it is crucial to adhere to the regulations and prerequisites concerning the corporate stamp in Vietnam.

Procedure and conditions for setting up a bank account

Stage

Details

Choosing a banking institution

An interested investor is identified with a bank to open a corporate account.

Collection of documents

All required documents are prepared, including an attestation of inception of the corporation in Vietnam and a corporate emblem.

Questionnaire

The capitalist issues a entreaty to inaugurate an account, furnishing the financial institution with all the requisite details.

Deposit of documentation

A banking agreement is concluded, after which the set of documents is submitted to the bank.

Account activation

After the submitted documentation is analyzed and approved by the bank, a corporate account is opened for the investor.

Operation of the account

From the moment the account is activated, the investor is able to make financial transactions and conduct business through it.

To successfully open a bank account in Vietnam, it is necessary to apply to a licensed and locally recognized bank. It is important to carefully prepare the documents and comply with all requirements set by the banking institution.

Key tips for business implementation

Recommendation

Details

Local market analysis

Before launching a business project in Vietnam, you need to thoroughly study the local market: competitors, offer, prospects and characteristics of potential customers. This will give you the opportunity to adapt your approach and strategy to local conditions.

Referral to legal and tax specialists

Consult with experts in business law and tax accounting. These professionals can help you understand the nuances of local legislation, tax incentives and registration procedures, so you can avoid mistakes and grow your business with confidence.

Prepare for challenges

Businesses in Vietnam can face a variety of challenges, including cultural differences, bureaucratic processes, and difficulties in processing permits. Prepare for these challenges in advance by anticipating possible difficulties and having a strategy for dealing with them. Develop a plan to deal with bureaucratic processes and overcome cultural barriers.

Build strong partnerships

When starting a company in Vietnam, partnerships and connections can be important. Build strong partnerships with local companies, suppliers and other key players in the market. This can help you better understand local business dynamics and mitigate risks.

Learn from your mistakes

Business always involves risks and failure is possible. It is important to be able to learn from your mistakes and adapt your business strategy. The Vietnamese market can be volatile and a willingness to adapt will help you remain competitive and successful in the long term.

Pay attention to local characteristics and culture

Understanding and respecting local characteristics and culture are important aspects of doing business in Vietnam. Pay attention to social responsibility and participation in local initiatives. This will help you build trust among local people and create a positive perception of your company.

Consider Vietnam as a strategic investment

Vietnam is a strategically important market with a growing economy. Consider your business in Vietnam as a long-term strategic investment. Invest not only finances but also resources and time to develop it according to local needs and long-term prospects.

Follow the advice of local experts

Local experts and consultants can provide valuable advice and information on how to do business successfully in Vietnam. Follow their advice and utilize their expertise to reduce risks and increase the efficiency of your business. Reach out to local resources and consultants to get additional support and resources for your business.

Our experts are ready to offer in-depth consultation and comprehensive support in the process of setting up your company in Vietnam. To contact us, please fill in the contact form.