Establish a company in Vietnam? What does it take to set up a company? This is a question that many startups ask before setting up a company. Starting a business is not easy. In addition to the available business ideas, you need to learn the legal procedures and how to form a company.
Although administrative procedures are increasingly simplified by the authorities. However, if you are not aware of the current laws and regulations, you will face many difficulties not only in the business registration process but also in future business operations. Here’s the answer to the question: What do I need to set up a business?
Do you need advice or support on what you are looking for ? For help setting up a business in Vietnam, Establish a company in Vietnam, investing, applying for temporary residence cards and visas, entry permits and work permits, please contact Vietnam Contact Luật Quốc Bảo .
Please contact hotline /zalo : 0763387788 .
Address : 528 Le Van Sy , District 14 , District 3 , Ho Chi Minh City
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Gmail: luatquocbao.vn@gmail.com
In today’s modern life, establishing and establishing a company in Vietnam not only makes economic sense but also contributes to the development of the country. The mission and vision of each business is to move upward while contributing to common prosperity. In this article, we will explore together the important factors when setting up a company in Vietnam, from the complex legal procedures, potential markets, and Vietnam’s unique business culture .
Vietnam is a beautiful country with friendly people and a heart excited about development, making it an ideal destination for investors and businesses from around the world. With a strong economy, political stability, and significant government support policies, Vietnam is gradually establishing itself in the business world.
However, establishing a company in a new country is not easy. It requires a thorough understanding of legal regulations, administrative procedures, and a good understanding of the local business culture. Working carefully and meticulously at every step will ensure that your business grows sustainably and succeeds in this competitive market.
With the desire to gain a firm foothold on the international business map, we will explore together the important steps and challenges ahead in the journey of setting up a company in Vietnam. Let’s get to work and discover the endless opportunities that await us in this new chapter of our entrepreneurial journey!
Mục lục
What is company establishment?
can be explained from the following two perspectives.
Economic perspective :
Company formation is the process of fully preparing the operating conditions for the establishment of an economic entity. Business owners need to prepare their name, head office address, machinery and equipment, personnel, capital, etc.
Legal perspective :
The establishment of a company is considered a legal procedure carried out by business owners before competent administrative authorities and state institutions. These documents and procedures can be simple or complex depending on the type of company.
When should I form a company?
You need to form a company if :
Your business needs value-added invoices.
Legal status is required to sign contracts for sales, production, provision of services, etc.
Businesses must be legalized to comply with the law.
What are the requirements for company formation?
To form a company, you must ensure that the following conditions are met :
Legal representatives and owners: are over 18 years of age, have a valid ID card, national ID card or valid passport, and are not among those prohibited from establishing a company.
Business address: There is a fixed address, and it is not an apartment where you live.
Company name: The company name must not overlap or cause confusion with the name of a previously established company ( applies broadly ).
Charter capital: Determine the charter capital for business registration. Charter capital is the amount of capital contributed or fully contributed by the owners, members or shareholders within a specified period (not exceeding 90 days from the date of issue of the business registration certificate) and recorded in the company’s articles of association.
Identify your business sector: The industry you want to register must be permitted by law, and your business must meet all the conditions ( if any ) for that industry.
Determining the type of company: Management determines the appropriate type based on the criteria of tax liability, legal liability, transferability, additions, substitutions, and business size in order to effectively carry out the company’s business activities. Organizations should be considered.
What does an established company need?
- It is necessary to select the type of industry according to the actual situation: Select one from 5 types of industry
One Member Limited Liability Company: Owned by 01 individuals or 01 organizations. Liability is limited to the amount invested.
Limited liability company with 2 or more members: 2 to 50 individuals /organizations provide capital to form a company. Liability is limited to the amount invested.
Corporation: A company with three or more shareholders. There is no upper limit to the number of shareholders. Liability to the extent of shareholding.
Sole Proprietorship: Owned by one individual with unlimited liability for all personal assets for business obligations.
Partnership: There must be at least two members ( hereinafter referred to as general partners ) who are common owners of the company and carry out business together under a common name. In addition to our general partner, we may have additional investors.
Therefore, depending on the number of members who will provide funds to establish a business, and according to the specific needs of the business owner, choose the appropriate business type yourself to build a reasonable business operation structure. You can choose. This is the answer to the open question of what your company needs.
- Preparation for company name decision
You need to decide on a name for the company you want to establish. A company name written in Vietnamese can have numbers and symbols, must be pronounceable, and must have at least two elements: business type and proper name.
It is also very important that the company name is written or affixed on the head office, branch office, and representative office of the business. The company name must not be the same or confusingly similar to a previously registered company.
The company name in foreign language is the translation of the Vietnamese company name into the corresponding foreign language. When translating into a foreign language, the proper name of the company can be left as is or it can be translated into the foreign language with the corresponding meaning.
- To establish a company, you need to prepare a headquarters
Company address means that the company’s contact and trading place is located within the territory of Vietnam, identified by house number, street number, street address, ward, district, city or province, telephone number, fax number, and email (if any). It means you have an address.
If your headquarters location does not have a house number or street name, you must submit local confirmation with your business registration documents that the address does not have a house number or street name .
There are many companies who have a business opportunity and are planning to set up a company, but do not have an office address to set up their company. Therefore, you need to refer to the virtual office rental service and register your business to establish a company.
- Select the appropriate business registration fields
one of the most important factors in any business and dominates many other factors. You need to prepare all the business areas you plan to operate in and all the areas you plan to do in the future. After registering your profession, if you want to start another business after some time, you can add another business.
- Select the appropriate level of charter capital for your company
There is no minimum or maximum amount of capital (except for industries that require legal capital). This capital is registered by the company itself and does not need to be evidenced in cash, accounts or any other form. However, the founders of a company must be liable to the extent of the charter capital declared at the time of business registration.
Prepare the taxes to be paid at the time of company establishment according to the company’s registered charter capital.
+ If a company registers a charter capital of more than 10 billion VND, the annual license tax to be paid will be 3,000,000 VND.
+ If a company registers charter capital of less than 10 billion VND, the annual license tax paid will be 2,000,000 VND .
+ If a company registers the establishment of a branch, sales office or representative office, the annual license tax rate to be paid is VND 1,000,000.
+ VAT. This tax must be paid by businesses according to their reporting quarter. VAT rate is 10%
+ Corporate income tax. Close the business after the end of the fiscal year in which the business is profitable. The corporate tax rate is 20-25 % on the profits declared by a company .
+ Export tax (for exporting companies). We will be closed when exporting products. This tax rate varies depending on the nature of your business and products .
+ Import tax (for importing companies). We will be closed when importing products. This tax rate varies depending on the nature of your business and products .
- Selection of a legal representative who can operate the business
A legal representative is a representative of a company who is primarily responsible for all business activities of the company, cooperates with state agencies, other individuals or organizations, and signs documents and procedures .
The representative’s position is a director (general director), chairman of the board, management team, and other managerial positions as specified in the articles of incorporation .
The legal representative of the company must reside permanently in Vietnam. If you will be absent from Vietnam for more than 30 days, you must delegate the rights and duties of the company’s legal representative to another person in writing in accordance with the provisions of the company’s articles of association.
- Preparation of company formation documents :
Prepare 4 certified true copies of ID cards/passports/citizen IDs of all investors/founding shareholders/legal representatives within 3 months.
( If you don’t have time to make notarized copies, you can send the originals of the above documents to Nam Viet Law Firm and have them assist you with notarized copies according to your schedule ) .
Once you have prepared the above documents, you will need to create a company profile to apply for a business registration certificate.
- What are the steps to form a company after obtaining a business registration certificate?
Company seal engraving + seal sample announced on national portal for corporate registration
Publication of business registration details
Tax return procedures for newly established companies
Procedures for applying tax amount calculation method
Notice regarding issuance of electronic invoices to the competent tax office
Electronic signature for tax returns ( 1 year )
Electronic bill 200 number
Title stamp ( 01 stamp )
Head office hanging signboard ( 25 x 35 )
Free first quarter tax report
Notification of bank account number
500,000 per month to rent a business registration address to set up a company in Luat Quoc Bao ( if there is no address to register to open a company ) .
What does it take to start a successful company ?
You need to create a systematic business plan for your business. Specifically, below are some suggestions for the business you are looking to set up .
- Prepare a good, creative and powerful business idea
excellent business Your first business is up to 75% more successful if you have an idea, are creative, or have an edge in the market . The survival and growth of your company in the long run will largely depend on the initial business idea you outlined .
How can you get great business ideas to make your business dreams come true ? The answer is very simple. You just need to research what the market needs and how best to meet them .
- You need a clear business plan
Create business plans, including financial plans, workforce plans, market development plans, and potential customers. A good business plan requires detailed planning and preparation. Sources of investment, working capital, sales, advertising expenses, rent, utilities, taxes, and other incurred costs must be outlined in detail to ultimately determine the profit of the business .
- It is necessary to determine the target market from the preparatory stage of company establishment.
If you can do market research and find out what the market needs and meet it, that’s great. If not, work for a company. After some time, you will be able to touch the market, identify customer needs, and fully understand this .
- Prepare a financial budget for your business .
Your business idea is good, but you need money to make it a reality. You are very lucky if your family has a lot of money to support you. But when you start up with empty hands, financial provision seems to be more difficult. It is financed from the funds you save while working or taking out bank loans.
Note: Loans incur additional interest. Please calculate carefully. And if you can get a loan from relatives, that’s great. They will trust you and lend to you, so you need to build trust from the most difficult times so that they will support you without hesitation when you need it .
- Study your competitors, know your enemies, and know yourself 100 battles, 100 wins
It is recommended that business owners spend at least 15 to 20 minutes a day researching the market and competitors in the industry their company will enter in the future. This task will help you identify the right target customers. It helps you know what your competitors are doing to grow bigger. Or just avoid mistakes during operation. From there, companies take advantage of business and development opportunities. This is one of the important factors to prepare before establishing any significant company and should not be ignored .
- Preparing online marketing technology services for businesses
Computers, business websites, email services, online business … are these ready ? Perhaps in today’s modern business era, these utilities have become essential for any company, regardless of its size. Take advantage of it and use it effectively to make your business more successful .
- Search and list potential customers
The survival of your business depends on the source of your customers. If you start a business but have no customers or too few customers, it means sooner or later you will go bankrupt. Experience shows that traditional and modern marketing can increase the number of customers. It’s wise to prepare your customers in advance by researching and leveraging tools. Identify the right users needed to use your product / service so you can deploy it when you start your business .
- Prepare a company-defined customer care policy
Acquiring customers is hard, but retaining them is even harder. “The customer is always king. If your business can offer them more value than what they want to receive, that’s great. From there, the customer stays with your business and attracts other potential customers. I will start introducing you. ”
If you still have any problems regarding what is required for company formation, related documents and legal procedures, please do not hesitate to pick up the phone and contact us immediately through our hotline number. Free consultation support 24 hours a day , 365 days a year Our experts are available to help your business succeed .
General procedures for establishing a new company (after October 7,2023)
Companies should be aware of the new changes : Under the Companies Act of July 2023 ( based on the Companies Act 2020 ) ( private companies, limited liability companies, joint stock companies, one-person limited liability companies ) , most types of The complete procedure for forming a company / business entity includes the following four stages :
Stage 1: Prepare all necessary information to create business documents .
Before starting the paperwork for establishing a new company, managers and employees must meet together to thoroughly discuss and decide on information regarding the company’s establishment .
- Select industry
The type of business is the first important factor that you need to consider and master. Managers need to understand the characteristics of each type of business so that they can identify and select the type of business that best suits the direction of the company’s development. The main factors that business owners need to consider to choose the right type of organization are taxes, debt, transferability, additions, substitutions, and the size of the business to attract other investors .
Select the type of business you want to set up your company
Common business types in Vietnam include sole proprietorships, partnerships, limited liability companies with one member, limited liability companies with two or more members, and joint stock companies .
- Please select a business line
A company’s business description regulates the business areas in which a business can operate and the items that a company can display on value-added invoices to buyers. Therefore, it is necessary to clearly define all business areas in which the company will operate in the near future .
Please select the business field in which you want to establish your company
If choosing a business is so complicated, wouldn’t it be better to choose them all ? The answer is no. Many business fields require certain conditions to be met. For example, the real estate industry requires legal capital of over 20 billion VND, and the travel service industry requires an international travel business license .
At present, all business fields are standardized according to the provisions of the law on business registration. See “Vietnam Economic Sector System Promulgation Decision” .
- Enter your company name
The company name is an element related to the subsequent identification, identification, and branding of the business .
When naming a company, it is best to keep it short, easy to remember, easy to pronounce, and not duplicate or confuse with the names of previously established companies (widely applicable). To check if your company name is a duplicate of another company’s name, visit the National Business Registration Portal and search for your company name .
- Determine the address of your company’s headquarters
Identify the company’s corporate headquarters address for legal use .
The head office of the enterprise is the contact point of the enterprise in the territory of Vietnam, and its address includes the following information: house number, niche, alley, alley, street, street or hamlet, hamlet, ward, township, district, district, township, central Includes city under authority, phone number, fax number, and email (if available) .
Please note that you cannot register your business using a residential apartment as your head office address .
- Identification of investors/shareholders
Equity members / shareholders are those who have directly owned the company since its inception .
/ shareholders who will invest at the time of company establishment
The following must be clearly listed :
How many members / shareholders does your company have ?
each member / shareholder contributing ?
What is the investment ratio of each employee/shareholder ?
Naturally, the member / shareholder with the highest stake has the greatest rights and responsibilities towards the company .
- Determination of charter capital
Determining the level of charter capital at the time of company establishment
Charter capital is the amount of capital contributed or fully invested by members and shareholders within a specified period ( not exceeding 90 days from the date of business license) and is recorded in the company’s articles of association .
Charter capital is determined based on the total capital contributed by the company’s members / shareholders .
Also note that the annual license tax paid by a company is determined based on the company’s charter capital .
- Identification of legal representative
After determining all of the above information, you need to decide who will be the legal representative of your company .
Deciding on a legal representative when establishing a company
A legal representative is a person designated by law or competent state agency to represent a company in transactions such as signing contracts or signing tax documents .
Normally, the position of a legal representative in a company may be director, director, deputy director, deputy manager, etc.
Stage 2 : Preparation and submission of company establishment application
After preparing the necessary information, the person in charge of procedures will begin preparing and creating the necessary documents. The work content that needs to be prepared varies depending on the industry. Below are the common types of documents that most practitioners must prepare when forming a new company .
- Company registration application
A company registration application form is a document that sends the application details for company registration (new business) to the competent authority (Company Registration Bureau). The format of the application form is specified in the circular ( the latest one is the circular on business registration 01/2021/TT-BKHDT) .
- company charter
The articles of incorporation are a document that describes the agreement between members and the company (in the case of a limited liability company or partnership), or between the company’s founder and shareholders, or between the shareholders (in the case of a stock company), and is a document that is based on general laws. It is compiled based on a framework (company law, tax law, labor law, finance law, accounting, etc.) .
The format of the contents of the company charter is specified in the guidance circular ( the latest one is the guidance circular 01/2021/TT-BKHDT on business registration ) .
- List of members/investing shareholders
A register of investors (for limited liability companies) or a register of shareholders (for joint stock companies) must be created. This list clearly states the information and ownership percentage of each member / shareholder of the company you wish to register .
- Copies of personal documents of investors / shareholders
- Once you have the list, you will need to prepare a copy of one of the following documents for each member / shareholder :
- ID proof .
- National ID .
- Passport .
- The business owner decides who the company’s members (shareholders) are, but the number of members and shareholders is determined by the type of business .
Note : ID cards are valid for up to 15 years .
- certificate for companies with foreign investment elements
If a successful company receives investment from foreign members or shareholders, a valid investment registration certificate is required .
- Additional documents if the investor / shareholder is an organization
If the investor is a domestic organization, the establishment decision or business registration certificate or other equivalent document, a valid copy of the identity document of the representative authorized to manage the invested capital, and the owner of the authorized person; You must submit a power of attorney .
If the sponsor is a foreign organization, additional documentation must be prepared as in the case of a domestic organization, but consular verification is required .
- Power of attorney for a corporation or individual to carry out business registration application procedures (if the person carrying out the procedure is not a legal representative )
If the person completing the procedures is not a legal representative of the company, a power of attorney is required to carry out the procedures related to the application as a representative .
- Other types of documents related to conditional business areas
In many conditional business lines in Vietnam, enterprises prepare documents to apply for special permits such as food industry food hygiene and safety certificates, import and export licenses for business activities related to import and export Must be .
Stage 3: Submit application and issue report
- Identification of affiliated registration institution (application reception place)
First of all, the implementer needs to know which institution will receive the company formation documents. The receiving authority is usually the Enterprise Registration Office of the local authority’s Planning and Investment Department .
Assuming that the head office of your registered company is located in Ho Chi Minh City, you will need to bring this document and submit it to the Business Registration Office of the Department of Planning and Investment in Ho Chi Minh City .
- Submit the application and pay the report issuance fee
The executor brings the documents to the receiving agency for filing. You will also need to prepare the publication fee when applying .
Note: It is not necessary for the company’s legal representative to submit the application. A company’s legal representative may authorize others to submit on behalf of the company. In the case of authorization, the authorized person requires a valid power of attorney (Article 12 of Decree 01/2021 on Business Registration ) .
- Obtain a business registration certificate
Three business days after the date of receipt of the application , if the application is valid, a business registration certificate will be issued .
- Post a statement
Step 2 of this stage , the accepting agency will post the statement on your behalf .
Stage 4: Create a corporate seal
- sticker pattern design
Before you start engraving your seal, you will need a sample seal design. You can design it yourself or hire a third party or imprint to design it for you .
- Mark engraving
To create your company’s legal seal, bring a copy of your business registration certificate and your seal design (if you have one) to a facility that has a stamp facility .
- Obtain a corporate seal
When you come to pick up your seal, please bring your business registration certificate (original) with you. In addition, if a company’s legal representative is unable to receive the seal directly, they can delegate the receipt of the seal to someone else (notary certification) .
Stage 5 : Procedures after company establishment
may carry out business activities in accordance with the provisions of Article 8 of the Enterprise Law after obtaining the enterprise registration certificate and seal .
However, according to the law, after obtaining a business registration license, a company must perform the following tasks :
- Hang a sign at the address of your company’s headquarters
For a company’s business registration certificate to be valid, a sign must be posted at the company’s head office address. Your company logo must meet the following criteria :
You must include information such as your company name, tax code, and address.
Dimensions: For horizontal signs, the maximum height is 02 meters (m) and the length does not exceed the width of the front of the house. For vertical signs, the maximum width is 01 meters (m) and the maximum height is 04 meters (m) , but must not exceed the height of the floor on which the sign is installed.
Location: A location that is easily visible from the outside.
A signboard must always be placed at the company’s corporate address from the time of its establishment until the time of transfer or dissolution of the company.
- Registration of electronic signature
Digital signatures are a technology that helps businesses sign documents and electronic documents, similar to signing and stamping regular documents. It’s an application. Most companies now use digital signatures.
Digital signatures are used in common cases such as :
- Sign electronic invoices
- Electronically sign your tax return
- Sign an electronic contract
- Register a bank account
Every business must have at least one bank account ( business name ) to use for things like electronically paying taxes, receiving payments from customers, and other transactions .
When opening an account with a bank, companies must prepare the following :
- A certified copy of the business registration certificate
- A certified copy of the legal representative’s identity verification document
- A true copy of the decision to appoint an accountant and the accountant’s personal identification documents (if the company already has an accountant )
- The procedure for opening an account varies by bank, so it is necessary to contact the bank where you plan to open an account in advance and prepare the necessary documents.
- Register your tax return online
Etax ) with an account issued by the tax authority and register the necessary declarations.
Etax electronic tax payment system: https://thuedientu.gdt.gov.vn
- Submission of tax return and payment of license tax
File the license tax return and pay the license fee ( Form No. 01/MBAI pursuant to Decree 139/2016/ND-CP ) .
Tuition payment levels are determined as follows :
capital Contract rate
10 billion VND or more 3,000,000 VND/ year
10 billion Less than VND / year 2,000,000
Representative office, branch, sales office 1,000,000 VND/ year
- Registration of VAT calculation method
Register your first tax return with the tax authorities within the given deadline.
Registration of tax returns online with e-signature service, ” From July 1, 2013, all businesses in the country must file and file tax returns online. This content is based on many provisions of the Tax Administration Law. stipulated in Law No. 21/2012/QH13 on the amendment and supplementation of the
- Registration and notification of electronic billing
Carry out the steps for purchasing, ordering and printing invoices in accordance with Circular 39/2014/TT-BTC with effect from June 1 , 2014 . From 1 September 2014 , newly established companies will be able to register their VAT calculation method according to their deduction method and print out their used VAT invoices .
- Completely prepare business conditions for conditional business areas .
Finally, the executor must carry out many other formalities in the field of business conditionally in order to fully meet the legal requirements, such as applying for a food hygiene safety certificate (food manufacturing industry), deciding on a school establishment permit (education sector), etc. Execute .
Results after completion of legal procedures for company establishment
New company establishment procedures/procedures completed
Results received after completion of startup procedures (these are all documents and records for the company to operate legally and avoid risks for future business) :
Business registration certificate .
Corporate corporate seals and seal engravers’ sample certificates .
Articles of company incorporation (declaration of establishment, certificate of investment, member list, business registration application, company articles of incorporation) .
VAT invoice .
Notice regarding the use of electronic billing .
Notification of bank account opening to the Ministry of Planning and Investment .
Depreciation method registration table for fixed assets .
Notice regarding changes to taxpayers’ method of calculating value added tax .
Notice regarding application of calculation method for withholding tax amount .
Notice of confirmation of electronic tax return .
Notice of issuing electronic invoices .
Proof that you are using a digital certificate .
Token for online tax filing .
Entrepreneurship services, Quoc Bao law in 2023
2023 provide customers with professionalism and assurance in establishing and operating a business. With dedication and experience in the field of corporate law, Quoc Bao Law is committed to providing quality services for the successful start-up and development of enterprises .
Luật Quốc Bảo ‘s business establishment services include :
Legal advice: Our team of dedicated and experienced lawyers will advise you in detail about the steps, regulations and documents required to set up your business in accordance with the law.
Business Planning : We help companies create a consistent business plan so that all plans and strategies are clearly and effectively formed.
Completion of formalities: Quoc Bao Law will assist you in completing related formalities, from business registration and issuance of business licenses to the final step to complete the business establishment process.
Problem Solving: If any problems or issues arise during business establishment, we will quickly and professionally help businesses overcome all difficulties.
Law Quoc Bao is committed to ensuring reputation and quality, and hopes to stand by enterprises in 2023 , reach new goals and achievements in the business field step by step, and support their successful construction and development. .
Do you need advice or support on what you are looking for ? Contact Quoc Bao Law in Vietnam for support in setting up a business in Vietnam, investing, applying for temporary residence cards and visas, entry permits and work permits .
Please contact hotline /zalo : 0763387788 .
Address : 528 Le Van Sy , District 14 , District 3 , Ho Chi Minh City
Facebook fan page : https://www.facebook.com/luatquocbao
Gmail: luatquocbao.vn@gmail.com
