At Vieter, we help foreign investors register their own company in Vietnam. Our corporate establishment and licensing services are designed around simple and practical advice, with clear processes from start to finish. We guide investors through the government requirements, removing the confusion and providing clarity for what can be an otherwise drawn-out process for starting a business, so that your Vietnamese company is established and ready for you to operate.
Structure & positions
1. Structure
Companies can take one of two basic forms in Vietnam:
- Limited Liability Company (“LLC”), and
- Joint Stock Company (“JSC”)
LLCs are the most common corporate structure for foreign investors, given their relative simplicity in operation. JSC’s have more requirements, including a minimum of 3 shareholders, and are preferable for companies which may have a need to issue shares to more parties in the future.
There are also other structures that can be relevant to foreign investors, including:
- Representative Office, and
- Business Co-operation Contract (“BCC”)
However, these remain most relevant to specific situations or scenarios.
2. Formal positions/responsibilities
The standard positions that each company must have in Vietnam, include:
- Legal Representative: There can be more than one Legal Representative appointed, but at least one of them must generally reside in Vietnam.
- General Director: The General Director is the person that operates the company on a day-to-day basis.
• Chief Accountant: This position is appointed once the company is established, and also takes on many of the responsibilities that a “Company Secretary” would do in other jurisdictions.
Procedures and timelines
Foreign investors investing in Vietnam in the form of establishing a new legal entity need to apply for an Investment Registration Certificate (“IRC”) first for its “investment project”, then continue by applying for and obtaining an Enterprise Registration Certificate (“ERC”) to establish the new company after the IRC is issued.
The process includes three (3) basic stages:
| Sequence | Content | Statutory Time Limit |
|---|---|---|
| Step 1 | Application for Investment Registration Certificate (the “IRC”) | 3 Weeks |
| Step 2 | Application for Enterprise Registration Certificate (the “ERC”) | 1 Week |
| Step 3 | Initial Post-Licensing Procedures (including arranging Company Seal and publication of notifications of company establishment) | 2 week |