How to Register a Company in Vietnam

1. Choose the Right Business Structure

Vietnam offers various types of legal entities. The most common include:

• Limited Liability Company (LLC): Ideal for small to medium enterprises.

• Joint Stock Company (JSC): Suitable for larger enterprises with multiple shareholders.

• Representative Office: Allows for market research but prohibits commercial activities.

• Branch Office: Available in specific regulated sectors (e.g., banking, insurance, law) and subject to strict licensing requirements.

For foreign investors, establishing an LLC with 100% foreign ownership or forming a joint venture with a Vietnamese partner is a common approach.

2. Reserve the Company Name

The company name must be unique and not infringe on existing trademarks. It is essential to verify name availability through the National Business Registration Portal before proceeding. The name must be in Latin script and comply with naming regulations.

3. Prepare the Required Documents

The documentation required varies based on the business structure and foreign ownership but typically includes:

• Investment Registration Certificate (IRC): Required for foreign-invested enterprises.

• Enterprise Registration Certificate (ERC): Confirms the legal existence of the company.

• Company Charter: Similar to Articles of Association.

• Personal Documents of Investors: Such as passports, business licenses, and proof of financial capacity.

• Lease Agreement: For the company’s registered office in Vietnam.

4. Apply for the Investment Registration Certificate (IRC)

Foreign investors must complete and submit the IRC application to the Department of Planning and Investment (DPI). The processing time is typically 10 to 15 working days, provided all documents are in order.

Note: The IRC is mandatory for foreign-invested enterprises unless the ownership or project falls under exceptions specified in Decree 31/2021/NĐ-CP.

5. Apply for the Enterprise Registration Certificate (ERC)

Once the IRC is obtained, you can apply for the ERC, which legally establishes your business. The processing time for the ERC is approximately 5 to 7 working days.

6. Post-Registration Compliance

After receiving the ERC, you must complete the following steps:

• Create a company seal and register it with the business registration office.

• Register for a tax code and obtain an e-invoice system.

• Open a corporate bank account in Vietnam.

• Contribute charter capital within 90 days from the ERC issuance.

• Register for social insurance if you plan to hire employees.

• Apply for business licenses if your business operates in regulated sectors such as travel, education, logistics, etc.

Additional Information

For more details regarding who can be the legal representative for a business in Vietnam, or if the representative is not in Vietnam and needs assistance with the application process, it is best to contact us at info@int-hragent. Our team is ready to support you in carrying out the entire registration process smoothly.