VIETNAM COMPANY FORMATION SERVICES – LHD LAW FIRM LEADING THE WAY

Vietnam Company Formation Services – LHD LAW FIRM Leading the Way

Vietnam Company Formation Services – LHD LAW FIRM Leading the Way

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LHD LAW FIRM aims to become a leading law firm in Southeast Asia, not only in Vietnam but also in international markets, representing a symbol of legal service quality, professionalism, and professional ethics.

We are committed to delivering optimal, practical, and reliable legal solutions to our clients, contributing to the creation of a transparent, fair, and stable legal environment for investment, business operations, and sustainable development in Vietnam.



Establishing a company in Vietnam is a crucial step for individuals or organizations to legally commence business operations. This process is governed by the Law on Enterprises 2020 and related legal regulations, managed by the Department of Planning and Investment in each province or city. Below is a detailed guide on the steps to set up a company in Vietnam, ensuring clarity and comprehensiveness for both local and foreign investors.

1. Preparation of Information and Required Documents

Before initiating the process, the founder(s) must determine key details about the company:




    • Type of Business Entity: Choose a suitable business structure, such as a Limited Liability Company (LLC) with one or multiple members, a Joint Stock Company, a Partnership, or a Private Enterprise. Each type has distinct characteristics regarding legal liability, capital requirements, and management structure.

    • Company Name: The name must be unique, not identical or confusingly similar to existing registered businesses, and comply with naming regulations (e.g., no prohibited terms, national symbols, or sensitive names). You can check name availability on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

    • Business Activities: Identify the business lines according to the Vietnam Standard Industrial Classification (VSIC). Some industries require specific conditions, such as sub-licenses or professional certificates.

    • Charter Capital: Determine the charter capital, which depends on the business type and industry. Certain sectors require a minimum legal capital (e.g., real estate businesses require at least VND 20 billion).

    • Head Office Address: Provide a specific, legal address for the company’s headquarters. Note that residential apartments (except commercial floors) cannot be used as a registered address.

    • Information of Members/Shareholders: Prepare personal identification documents (copyright, Citizen Identification, or copyright) for the owner(s), contributing members, shareholders, and the legal representative.




Required Documents:



    • Business Registration Application: Completed using the standard form provided by the authorities.

    • Company Charter: A document outlining the company’s operations, management structure, and rights/obligations of members or shareholders.

    • List of Members/Shareholders: Required for multi-member LLCs or Joint Stock Companies.

    • Copies of Identification Documents: Certified copies of copyright/Citizen Identification/copyright for the legal representative, members, or shareholders.

    • Power of Attorney: If the application is submitted through a representative.

    • Fee Payment Receipts: Proof of payment for registration fees.




For foreign investors, additional documents may include legalized copies of passports, company incorporation certificates (for corporate investors), and investment registration certificates (if required).

2. Submission of Registration Documents

The application dossier is submitted to the Business Registration Office under the Department of Planning and Investment in the province/city where the company’s headquarters is located. Submission can be done via:



    • In-Person: At the Business Registration Office.

    • Online: Through the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).




Upon submission, you will receive a receipt with an application number for tracking purposes. The processing time is typically 3-5 working days if the dossier is complete and valid.

3. Application Review

The Business Registration Office will review the dossier for compliance, including:



    • Legality of the company name, headquarters address, and business activities.

    • Completeness and accuracy of submitted documents.

    • Compliance with specific legal conditions (e.g., minimum legal capital or professional certificates for certain industries).




If the dossier is incomplete or contains errors, the authorities will issue a notice requesting amendments or supplementary documents within a specified period (usually 30 days). If the dossier is valid, the Certificate of Business Registration will be issued, which includes the company’s tax code.

4. Company Seal and Seal Registration

After receiving the Certificate of Business Registration, the company must:



    • Obtain a Company Seal: Contact a licensed seal-carving service to create the company seal. Since 2020, the seal’s design is flexible, but it must include the company name and tax code.

    • Register the Seal: Announce the seal sample on the National Business Registration Portal within 30 days of issuance. The seal becomes legally effective after registration.




5. Post-Registration Procedures

To ensure the company operates legally, the following steps must be completed:



    • Open a Bank Account: Register a corporate bank account and notify the account details to the Business Registration Office.

    • Tax Registration: Declare the tax calculation method (deduction or direct method) and submit initial tax declarations to the tax authority.

    • Electronic Invoicing: Register with an electronic invoice provider to issue invoices for business transactions.

    • Contribute Charter Capital: Fulfill the capital contribution commitment as stated in the Company Charter within 90 days from the issuance of the Certificate.

    • Labor and Social Insurance Registration: If hiring employees, register labor contracts and participate in mandatory social insurance programs.

    • Sub-Licenses (if applicable): Certain industries (e.g., education, healthcare, transportation) require additional licenses or permits before operations can begin.




6. Public Announcement of Business Registration

Within 30 days of receiving the Certificate of Business Registration, the company must publish its registration information on the National Business Registration Portal. The announcement includes details such as the company name, address, business activities, charter capital, and legal representative. Failure to comply may result in administrative fines.

7. Additional Considerations for Foreign Investors

Foreign investors or companies establishing a business in Vietnam may need to follow additional steps:



    • Investment Registration Certificate (IRC): Required for foreign-invested projects, obtained from the Department of Planning and Investment before business registration.

    • Foreign Ownership Restrictions: Some industries have caps on foreign ownership (e.g., advertising, logistics). Check the List of Conditional Business Lines for Foreign Investors.

    • Visa and Work Permits: Foreign legal representatives or employees may need work permits and visas to operate in Vietnam.




Key Notes



    • Processing Time: The entire process, from submission to completion of post-registration tasks, typically takes 1-2 months, depending on the complexity of the dossier and industry requirements.

    • Costs: Include registration fees (approximately VND 100,000-200,000), seal carving (VND 300,000-500,000), and other expenses such as electronic invoicing or legal consulting services.

    • Professional Assistance: Engaging law firms or business registration agents can streamline the process, especially for complex cases or foreign investors.

    • Industry-Specific Requirements: Some sectors require specific conditions, such as legal capital, professional licenses, or sub-permits. Thorough research is essential before registration.

    • Ongoing Compliance: After establishment, the company must comply with obligations like submitting financial reports, filing taxes, and renewing licenses (if applicable).




Conclusion

Setting up a company in Vietnam requires careful preparation and adherence to legal procedures. By following the outlined steps and ensuring compliance with regulations, businesses can establish a solid foundation for operations. For additional support, contact the Department of Planning and Investment or consult professional legal services to ensure a smooth and efficient registration process.

CONTACT INFORMATION

LHD LAW FIRM – HO CHI MINH CITY

• HP Building (7th Floor), 60 Nguyen Van Thu Street, Da Kao Ward, District 1, Ho Chi Minh City.

• Hotline: 02822446739 or 02822612929

• Email: all@lhdfirm.com

LHD LAW FIRM – HANOI

• Anh Minh Building (4th Floor), No. 36 Hoang Cau Street, O Cho Dua Ward, Dong Da District, Hanoi.

• Hotline: 02462604011 or 02422612929

• Email: hanoi@lhdfirm.com

LHD LAW FIRM – DA NANG

• 71 Ly Tu Trong Street, Thach Thang Ward, Hai Set up company in Vietnam Chau District, Da Nang City

• Hotline: 0905987929 or 02366532929

• Email: danang@lhdfirm.co

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