VIETNAM
Overview of Vietnam Companies
Overviews of Key Features
Vietnam is located right next to the East Sea – a commercially important “link bridge” on the world maritime map.
On the Southeast Asian airline map, three of the world’s largest ports, including Singapore, Hong Kong and Kaohsiung (Taiwan), are almost two hours away from Hanoi and Ho Chi Minh City. Vietnam enjoys a healthy and independent legal system, with the average Vietnamese citizen having a high sense of awareness and respect for the law. Predictability and stability in business operations, therefore, are high. At the same time, commercial regulations are quickly adjusted in line with changing international norms and foreign investors enjoy substantial protection under the Investment Law. The population of Vietnam for the year 2018 is estimated at 94 million, of which the labour force aged 15 and over is 55.16 million, ranking 3rd in the ASEAN region in terms of the proportion of the labour force. With cheap labour costs, Vietnam can be considered a potential destination for investors.
GENERAL
| Location of Jurisdiction | South East Asia |
|---|---|
| Official Language | Vietnamese |
| Political Stability | Excellent |
| EU Savings Tax Directive Applies | No |
| Tax on Offshore Profits | Yes |
| Disclosure of Beneficial Owner | Yes |
| Submit Audited Accounts | Audit for financial statements is required for FDI company |
| Time to Incorporat | 4-8 weeks |
CORPORATE
| Type of Company | Limited Company, Company limited by shares, Partnership Company, private business. |
|---|---|
| Type of Law | Law on enterprise |
| Allowed Business Activities | An entity-level certificate/license may be required for certain regulated businesses (e.g. financial institutions, construction, Education, Law, Accounting & Auditing, Insurance, Wine…) |
| Local Registered Office/ Agent Required | Yes |
| Change of Domicile | No |
| Shelf companies Available | No |
| Language of Documents | Vietnamese |
| Name of Company | Vietnamese and English also |
| Corporate Seal | A corporate seal is mandatory |
DIRECTOR
| Eligibility | Any person of any nationality |
|---|---|
| Minimum Number of Directors | 1 (at least ONE nature person) |
| Disclosure to Authorities & Public | Yes |
| Residence Required | May reside anywhere |
| Local Director Required | No |
| Location of Meetings | Anywhere |
COMPANY SECRETARY
| Secretary Required | No |
|---|
SHAREHOLDERS
| Minimum number of shareholders | Unlimited |
|---|---|
| Maximum number of Shareholders | Unlimited |
| Eligibility | Any person of any nationality or body corporate |
| Disclosure to Authorities & Public | Yes |
| Annual General Meetings | Required |
| Location of Meetings | Anywhere |
SHARES
| Minimum Number of shares | Unlimited |
|---|---|
| Maximum Number of shares | Unlimited |
| Bearer Shares Permitted | No |
| Classes of shares permitted | Ordinary shares, preference shares, redeemable share and shares with or without voting rights. |
SHARE CAPITAL
| Permitted currencies | VND |
|---|---|
| Minimum paid-up share capital | Unlimited (if the business entity engages in activities that require a special permit or approval, the authorities may set a certain capital requirement) |
| Maximum share capital | Unlimited |
| Government charge | No |
| Recommended share capital | No |
| Requirement to be paid-up | No |
Restrictions on Name and Activity
Investors should first select a name for the company that they will be setting up in Vietnam. The name of the company can be searched on the National portal on business registration then chose the final one to apply. Certain words that suggest specialist activity can only be used when the appropriate licenses have been obtained (e.g. asset management, construction, bank…).
Financial Statement Requirements
Annual audited financial statement is required if it is Foreign Direct Investment (FDI) company. In these cases, an appointed auditor is required, who must be registered to the Ministry of Finance with and hold a practising certificate. Vietnam companies must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors.
Annual Filings/ Requirements
Filing of Income Tax Return (annually)
Filing of Value-added Tax Declaration (monthly/ quarterly)
Filing of Personal Income Tax (monthly/ quarterly/ finalization)
Filing of Withholding Tax Return (monthly/ quarterly)