1. Why should overseas Vietnamese establish a company in Vietnam?

With the trend of integration and development, Vietnam is gradually becoming one of the fastest-growing economies in Southeast Asia, with stable GDP growth rates. Vietnam has a young population and a plentiful workforce that is increasingly skilled, making it easier for businesses to find human resources. Additionally, the Vietnamese government has implemented various supportive policies and incentives to encourage overseas Vietnamese to invest back home, including infrastructure development support, workforce training, tax incentives, and land use tax exemptions. Furthermore, the legal environment in Vietnam is continuously improving to facilitate businesses, especially those with foreign investment capital. These are compelling reasons attracting overseas Vietnamese to invest in establishing companies in Vietnam.

2. What are the requirements for overseas Vietnamese to establish a company in Vietnam?

For overseas Vietnamese citizens residing abroad

• Subject requirements: Must have documents proving Vietnamese nationality such as birth certificates; Vietnamese passports or certificates of nationality; must have full civil capacity as stipulated by Vietnamese law; and must not fall under the cases prohibited from establishing enterprises as specified in Clause 2, Article 17 of the 2020 Enterprise Law.
• Business line requirements: Can only engage in business activities that are not prohibited by law. If overseas Vietnamese wish to operate in sectors that require conditions as stipulated in Article 7 of the 2020 Investment Law, they must meet necessary conditions related to national defense, security, social order and safety, social ethics, and public health.
• Financial capability requirements: Overseas Vietnamese must have sufficient financial capacity to meet capital requirements as stipulated by law when establishing a business in Vietnam.

For overseas Vietnamese who are Vietnamese origin residing abroad

• Subject requirements: Must have civil capacity according to the laws of the host country and Vietnamese law; must have a certificate confirming their Vietnamese origin.
• Business line requirements: Can only engage in business activities that are not prohibited. Overseas Vietnamese establishing a company as foreign investors must meet market access conditions similar to those for domestic investors. If the business sector they wish to operate in is restricted for foreign investors, they must fulfill the market access conditions as specified in Clause 3, Article 9 of the Investment Law 2020.
• Financial capability requirements: Overseas Vietnamese must have sufficient financial capability to meet the capital requirements set forth by Vietnamese law.

3. What is the minimum capital required for overseas Vietnamese to establish a company in Vietnam?

To establish a company in Vietnam, overseas Vietnamese must meet certain minimum capital requirements depending on the type of company and business line. Current Vietnamese law does not set a fixed minimum capital amount for all types of companies. However, specific industries may require statutory capital (minimum capital as regulated by law), which overseas Vietnamese must fulfill.

For example, when establishing a security service company, the statutory capital requirement is 2 billion VND. For companies operating in insurance or banking, the statutory capital can reach hundreds of billions of VND depending on the type of company.

Thus, for sectors that do not require statutory capital, overseas Vietnamese can freely choose their charter capital based on their financial capacity, scale, and needs. For sectors with statutory capital requirements, overseas Vietnamese must comply with the minimum capital requirements when establishing a company in Vietnam. It is crucial for overseas Vietnamese to thoroughly research their desired investment sector to ensure they can secure the necessary financial resources and comply with relevant legal regulations regarding minimum capital.

4. What necessary licenses are required for overseas Vietnamese to establish a company in Vietnam?

The basic licenses that overseas Vietnamese need when establishing a company in Vietnam include:

• Enterprise registration certificate;
• Other Business licenses that may be required, such as fire safety permits, food safety permits, environmental permits, etc.
• Additionally, overseas Vietnamese who are of Vietnamese origin residing abroad will also need an Investment registration certificate.

5. What documents are required for overseas Vietnamese to establish a company in Vietnam?

a. Documents for obtaining an Investment registration certificate (IRC)

• Proposal for investment project, include a commitment to bear all costs and risks if the project is not approved.
• Documents proving the legal status of the investor.
• Financial capability evidence includes at least one of the following documents:
  • Financial statements for the last 02 years.
  • Commitment of financial support from the parent company.
  • Commitment of financial support from a financial institution.
  • Guarantee of financial capacity from the investor.
  • Other documents proving the financial capacity of the investor.
• Investment project proposal should cover essential contents such as:
  • Investor or selected investor form.
  • Investment objectives, scale, capital, and funding plan.
  • Location, duration, implementation schedule, and information about land use status at the project site.
  • Proposed land use requirements (if any), labor needs, investment incentive proposals, and the project's socio-economic impact and preliminary environmental impact assessment (if applicable) according to environmental protection laws.

If construction laws require a pre-feasibility report, investors may submit this report instead of an investment project proposal.

If the investment project does not request land allocation, lease, or change in land use purpose from the state, a copy of documents proving land use rights or other documents confirming rights to use the location for the investment project must be submitted.

For projects subject to technology appraisal as per technology transfer laws, an explanation regarding the technology used in the investment project is required.

b. Business registration documents

For a Partnership company, required documents include:

• Business registration application;

Application form: Here

• Company charter;
• Member list;

Application form: Here

• Copies of legal documents for individual members; legal documents for organizations if members are organizations; legal documents for authorized representatives and their authorization letters. 

(For foreign organizational members, legal documents must be consular legalized)

• Investment registration certificate: Required if the business is established or co-established by foreign investors or foreign-invested economic organizations as per Investment Law regulations.

For Limited liability company with two or more members and Joint-stock companies:

• Business registration application;

Application form (LLC): Here

Application form (JSC): Here

• Company charter;
• Member list of Limited liability companies;

Application form: Here

• Founding shareholder list of Joint-stock company;

Application form: Here

• Shareholder list (who are foreign investors);

Application form: Here

• A copy of the legal documents for the individual representing the company legally;

• Copies of legal documents for individuals for company members, founding shareholders, and foreign investor shareholders who are individuals; legal documents for organizations for members, founding shareholders, and foreign investor shareholders who are organizations; legal documents for individuals for authorized representatives of members, founding shareholders, and foreign investor shareholders who are organizations, along with the appointment documents for authorized representatives. 

(For foreign organizational owners, legal documents must be consular legalized)

• Investment registration certificate is required if established by foreign investors or foreign-invested economic organizations as per Investment Law regulations.

For a Single-member Limited liability company:

• Business registration application

Application form (Single-member LLC): Here

• Company charter;
• A copy of the legal documents for the individual representing the company legally;
• Owner's legal documents:
  • A copy of the legal documents for the individual owner if the owner is an individual.
  • Legal documents for organizations if the owner is an organization (except when the owner is a state entity).
  • Legal documents for individuals representing authorized entities and their authorization letters.

(For foreign organizational owners, a copy of the legal documents must be consular legalized)

• Investment registration certificate is required if the company is established by foreign investors or foreign-invested economic organizations as per Investment Law regulations.

6. What are the procedures for overseas Vietnamese to establish a company in Vietnam?

Stage 1: Pre-investment approval for overseas Vietnamese of Vietnamese origin

When entering Vietnam to invest in a project, overseas Vietnamese of Vietnamese origin must complete the procedure to obtain an Investment registration certificate (IRC). However, before applying for the IRC, in certain cases, overseas Vietnamese must register their investment intentions with the authority of the National Assembly, the Prime Minister, or the provincial People's Committee.

Once the investment intention has been approved by the Competent authority, the Investment registration agency will issue the Investment registration certificate for projects requiring investment approval within 5 to 15 days, depending on specific circumstances.

This procedure may involve several conditions and requirements, especially in certain industries.

Stage 2: Applying for an Investment registration certificate for overseas Vietnamese of Vietnamese origin

Step 1: Overseas Vietnamese prepare the application for the Investment registration certificate and submit it to one of the following investment registration authorities:

Management board of industrial parks, export processing zones, high-tech zones, economic zones for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.

Department of Planning and Investment for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.

Investment registration agency where the investor implements the investment project, locates or plans to locate the management office to implement the investment project for the following investment projects:

• Investment projects implemented in two or more administrative units at the provincial level
• Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech zones, and economic zones
• Investment projects in industrial parks, export processing zones, high-tech zones, and economic zones where the management board of the industrial park, export processing zone, high-tech zone, or economic zone has not been established or is not under the management of the Management board of the industrial park, export processing zone, high-tech zone, and economic zone

Step 2: The investment registration agency receives the investment project application.

Step 3: Within 15 days from the date of receiving a valid application, the investment registration agency will issue the Investment registration certificate. If the application is rejected, the agency will notify the investor and specify the reasons for rejection. 

Stage 3: Determining company name, headquarters location, charter capital, and business sectors

Regarding the company name:

According to Article 37 of the Enterprise Law 2020, guided by Decree 01/2021/ND-CP, when naming a company, the following considerations must be taken into account:

• The Vietnamese name of the company must consist of two components in the following order: the type of enterprise and the proper name.
• The type of enterprise should be written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint-stock companies; “công ty hợp danh” or “công ty HD” for partnerships.
• The proper name must be written using letters from the Vietnamese alphabet, including the letters F, J, Z, W, as well as numbers and symbols.
• The company name must not be identical or confusingly similar to the name of any business already registered in the National Business Registration Database across the country.
• It is prohibited to use names of state agencies, armed forces units, political organizations, social organizations, etc., as part or all of the company name.
• The name must not contain words or symbols that violate historical traditions, culture, ethics, and good customs of the nation.

Regarding headquarters location:
Article 42 of the Enterprise Law 2020 stipulates that the company's headquarters must be located within Vietnam and serves as the company's contact address. It should be defined according to administrative boundaries and must include a telephone number, fax number, and email address.

Regarding charter capital:
For types of enterprises such as joint-stock companies, partnerships, or limited liability companies, organizations and individuals must determine their charter capital.

• For joint-stock companies: The charter capital is defined as the total par value of shares sold or registered for purchase at the time of company establishment.
• For partnerships or limited liability companies: The charter capital is defined as the total value of assets contributed or promised to be contributed by the members or owners at the time of company establishment.

Stage 4: Registering the company

Step 1: Preparing the application
Overseas Vietnamese must prepare the business registration application as outlined in Section 5.b.

Step 2: Submitting the application

After completing the business registration documents, overseas Vietnamese must submit their application to the Business Registration Office under the Department of Planning and Investment of the province where the company’s headquarters is located, along with the business registration fee. Overseas Vietnamese can choose one of the following submission methods:

• Submit the application directly at the Business registration office;
• Submit via postal service;
• Register online through the electronic information network.

Step 3: Receiving and processing the application

The Business registration office will receive the application to input information into the National information system for Business registration once all conditions specified in Clause 2, Article 32 of Decree 01/2021/ND-CP are met.

After receiving the business registration application, the office will issue a receipt to the applicant.

Once the receipt is provided, the Business registration office will accurately enter all information from the business registration application, verify its validity, and upload digitized documents included in the application into the National information system for Business registration.

Step 4: Receving results

Within 03 working days from receiving the application, the Business registration office will review its validity and issue a Business registration certificate. If the application is invalid, they must notify the applicant in writing about what needs to be amended or supplemented. In cases of refusal to register, a written notification stating the reasons must be provided to the applicant.

Stage 5: Announcing business registration information

After being granted a Business registration certificate, companies must publicly announce their registration information on the National business registration portal and pay any required fees according to legal regulations. The announcement must include details from the Business registration certificate as well as:

• Business sectors.
• List of founding shareholders; list of foreign investor shareholders for joint-stock companies.

The deadline for publicly announcing information about the company is 30 days from when it is made public.

Stage 6: Company seal creation

After obtaining the Business registration certificate, companies need to create a seal for use in transactions (or they may use a digital signature instead). According to Article 43 of the Enterprise Law 2020, companies have autonomy in deciding on seal types, quantities, forms, and contents.

The management and storage of seals must comply with company regulations.

Stage 7: Registering a Business license for conditional business sectors

For overseas Vietnamese engaging in conditional business sectors, after completing the company establishment procedures, they must also apply for a business license (also known as a sub-license) for companies operating in regulated industries. The specific conditions, documentation, procedures, and relevant authorities may vary depending on the business sector.

7. What is the cost for overseas Vietnamese to establish a company in Vietnam?

• Business registration fee: 50,000 VND
• Fee for announcing business registration content: 100,000 VND
• Cost of obtaining a business license for conditional sectors: This can range from several million to tens of millions of VND, depending on the type of company and the legal requirements of each industry.

In addition to the fees paid to government agencies, overseas Vietnamese establishing a company in Vietnam should also consider other costs such as:

• Seal engraving costs: 200,000 – 250,000 VND
• Bank account opening fee: Approximately 1 million VND; this may vary based on the policies of individual banks.
• Cost of purchasing electronic invoices: 850,000 VND for 300 invoices.
• Digital signature purchase cost: Ranges from 2 to 3 million VND per year, depending on the provider and duration of use.
• Signboard creation cost: From 200,000 to 1.5 million VND, depending on the company’s needs.

8. What are the considerations for overseas Vietnamese to establish a company in Vietnam?

a. Choosing the right business sector

Vietnamese investment law specifies a list of sectors that have restricted market access for foreign investors, including those not allowed and those with conditional access. Therefore, overseas Vietnamese, as individuals of Vietnamese descent residing abroad, should carefully research and select an appropriate business sector to ensure compliance with investment laws and meet market access conditions when engaging in regulated industries.

b. Choosing the type of company

When overseas Vietnamese establish a company in Vietnam, selecting the type of company is one of the important factors that require careful consideration. Depending on business objectives, capital scale, and development plans, overseas Vietnamese can choose between various types such as limited liability companies (LLC), joint-stock companies (JSC), or partnerships. Each type has its own advantages and disadvantages; for example, an LLC offers flexible management mechanisms and less personal financial risk, while a JSC is more advantageous for raising capital from investors. Additionally, overseas Vietnamese should consider legal regulations concerning foreign ownership rights in each type of company to ensure compliance with the law. Choosing the appropriate type of company will help ensure effective and sustainable operations within Vietnam's business environment.

c. Preparing documentation and understanding necessary procedures

The process for overseas Vietnamese to establish a company in Vietnam involves multiple steps and various requirements for documentation. To ensure a smooth and time-efficient company formation process, overseas Vietnamese need to thoroughly research and prepare the necessary paperwork. Additionally, once the company is established, it must obtain operational licenses, business permits, and any specific licenses related to its industry to comply with legal regulations. Therefore, it is essential for overseas Vietnamese to be well-informed about the documentation requirements and procedural steps to save time, costs, and effort.

9. Phong & Partners Law Firm specializes in consulting for overseas Vietnamese to establish a company in Vietnam

With the complex legal procedures and stringent requirements, establishing a company can present significant challenges for overseas Vietnamese. However, with extensive experience in consulting on company establishment in Ho Chi Minh City, Da Nang, and the Central Highlands region, Phong & Partners Law Firm confidently stands as a reliable partner for investors. With a deep understanding of the Law on Enterprises and practical expertise, Phong & Partners' team of lawyers will help overseas Vietnamese mitigate risks and efficiently complete legal procedures in a professional manner.

Phong & Partners is committed to providing legal services with the motto "Give Quality - Get Trust" ensuring that overseas Vietnamese feel completely secure and satisfied throughout the service process. When choosing Company Establishment Consulting Services of Phong & Partners, clients gain not only a trusted legal partner but also a companion on the journey to realizing all their business goals.

10. Related questions

a. How long does it take for overseas Vietnamese to establish a company in Vietnam?

The timeframe for establishing a company in Vietnam varies depending on the business sector and specific circumstances, as follows:

• Preparation of documents: Gathering complete and accurate documentation can take 1 to 2 weeks, depending on the complexity and additional requirements.
• Obtaining an Investment registration certificate: approximately 45 days.
• Business registration: About 3 to 5 working days.
• Applying for additional licenses for conditional business sectors: around 10 to 15 working days from the date of receiving valid documents. However, this duration may vary based on the type of license and regulations of each authority.
• Seal engraving: takes about 2 to 3 working days.

b. Is there a way to shorten the time required to establish a company in Vietnam?

Establishing a company in Vietnam involves several steps with numerous procedural requirements. To expedite the process, overseas Vietnamese should prepare comprehensive and accurate documentation from the outset and thoroughly understand legal regulations and requirements. However, since the establishment process is governed by various legal provisions, it can be challenging for overseas Vietnamese, particularly those who have lived abroad for extended periods.

One effective strategy to reduce time and effort when establishing a company in Vietnam is to use professional consulting services or seek assistance from Lawyers. Professional Lawyers can support overseas Vietnamese in preparing documents, drafting agreements, and reviewing permits to ensure their legal rights are protected during the establishment process. Moreover, experienced Lawyers can provide strategies to minimize legal risks and address potential issues during the company formation process, allowing overseas Vietnamese to focus on their core business activities while saving time, costs, and effort. 

c. What are the forms of company establishment in Vietnam?

Currently, Vietnamese law does not restrict the forms of company establishment for overseas Vietnamese. Therefore, overseas Vietnamese can choose from the following types when establishing a company in Vietnam:

Partnership company:
A partnership company is a business entity with at least two members who are co-owners and conduct business under a common name (referred to as general partners). In addition to general partners, the company may have capital-contributing members. General partners must be individuals and are personally liable for all company obligations, while capital-contributing members (who can be individuals or organizations) are only liable up to the amount of their capital contribution.

Limited liability company with two or more members:
This type of company consists of 2 to 50 members, either individuals or organizations. Members are responsible for the company's debts and other obligations only to the extent of their capital contributions.

Single-member limited liability company:
A single-member limited liability company is owned by one organization or individual (the owner). The owner is liable for the company's debts and obligations only up to the amount of the company's charter capital.

Joint - stock company:
A joint stock company is a type of business entity where the charter capital is divided into shares. It requires a minimum of three shareholders (who can be individuals or organizations) and has no upper limit on the number of shareholders. Shareholders are only liable for the company's debts and obligations up to the amount they have contributed.

d. Can overseas Vietnamese establish a virtual office in Vietnam?

According to Vietnamese law, a company's headquarters must be located in Vietnam and serve as its contact address, defined within administrative boundaries. While it is not prohibited for multiple companies to share an address, using a virtual office as a registered business address (headquarters) is permissible under the law.However, not all cases allow for registration of a virtual office. Even when using a virtual office, it is mandatory to display the company's sign at that location to indicate that business activities are being conducted there.

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