Operating a business in Vietnam through a corporate account rather than a personal one offers numerous benefits. This approach is particularly advantageous for long-term growth and stability, as it aligns with the strict legal and e-commerce regulations both locally and globally. Our guide, ‘Key Steps for Establishing a Business in Vietnam’, is an invaluable resource for sellers seeking to leverage these benefits and successfully set up their corporate businesses.
So, how can one establish a legally compliant company? The following guide, ‘Key Steps for Establishing a Business in Vietnam’, offers valuable advice for sellers eager to set up their businesses in Vietnam.
1. Business Establishment Procedures
The current process for business establishment involves several key steps:
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Step 1: Information Preparation
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Step 2: Document Preparation
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Step 3: Document Submission & Announcement Publication
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Step 4: Finalizing Procedures Post-Business Registration Certificate Issuance
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Step 5: Announcement Publication & Tax Procedures
Step 1: Information Preparation
Gather key information including business type, sector, company name, headquarters address, member details, charter capital, and legal representation.
Business Type Considerations:
Before embarking on company establishment, investors need to decide on the business type. Vietnam recognizes 7 primary business structures:
- Private Enterprise
- State-owned Enterprise
- Joint-stock Company
- Limited Liability Company
- Partnership Company
Each structure has distinct pros and cons. Therefore, investors should align their business sector’s strengths, capital, and location to select the most suitable company type. For instance, a single-member Limited Liability Company is ideal for moderate-scale operations with straightforward management. Conversely, for large-scale aspirations and stock market involvement, a Joint-stock Company is preferable.
Business Sector Considerations:
Business sector choice is crucial, especially for sectors requiring specific conditions like professional licenses, food safety certification, or statutory capital.
Company Name and Headquarters:
Choose a concise, memorable, and easily pronounceable company name that avoids duplication or confusion with pre-existing companies (nationwide applicability). Use the “National Portal for Business Registration” to check for name uniqueness. The main office should be a verifiable contact point within Vietnam, complete with full address and contact details, including email and fax, if available.
Legal Representation:
The legal representative acts on behalf of the company, undertaking rights and obligations in business transactions and legal matters. Limited liability and joint-stock companies can appoint multiple legal representatives, as specified in the company charter, which details their roles and responsibilities. The company must ensure at least one legal representative resides in Vietnam. If there’s only one representative, they must reside in Vietnam and designate a proxy for their duties during their absence. In certain cases, courts may appoint a legal representative during litigation.
Step 2: Document Preparation Prepare a comprehensive dossier based on the business type, including:
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Business registration application
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Company charter (excluding private enterprises)
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Member list
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Certified personal documents of members/shareholders
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Investment registration certificate
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Power of attorney
Step 3: Document Submission & Announcement Publication
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Registration type
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Company’s headquarters address
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Business name
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Owner/legal representative details
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Capital details
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Tax information
Following the declaration, submit the documents to the Business Registration Office, with a processing time of three working days. Post processing, the office will communicate via the registered system and email. If incomplete, the Business Registration Office will specify necessary additions, requiring adjustment and re-submission. Upon validation, the company receives an approval notice from the Business Registration Office.
Step 4: Finalizing Procedures Post-Certificate Issuance
Upon receiving the Business Registration Certificate, the company is operationally legitimate. However, to mitigate future legal risks, complete the following:
- Signage erection
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Digital signature registration
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Seal engraving and disclosure
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Bank account registration
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Online tax registration
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Fee and duty payments as mandated
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VAT invoice pattern notification
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VAT invoice issuance
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Labor declaration and social insurance for employees
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Additional procedures for regulated business sectors
2. Company Establishment Timeline
Legally, company registration takes 1 to 3 days. However, in practice, completion may extend over a week.