Company registration
in Vietnam.

Authorities are required to issue the IRC within 15 days from the receipt of the valid application. Time also needs to be allowed for collation of documents and completion of application forms, which can take quite some time to facilitate.

When an investor has received their IRC, their ERC will then be processed by the Business Registration Division of the Department of Planning and Investment. The authority is to issue the certificate within 3 working days from the receipt of completed application, but again the application documentation and forms can add time to the process.

An enterprise’s legal representative is an individual who can exercise the rights and obligations for and on behalf of that enterprise. Generally, only a legal representative can sign contracts for the company with other parties, although Power of Attorneys can be issued to delegate certain powers to others in the organisation.

A company can have more than one legal representative. However, the law requires that at least one legal representative resides in Vietnam. If all legal representatives are outside of Vietnam for more than 30 days, they must authorise another party to exercise their rights.

All companies in Vietnam require a fixed place of business (the registered address) for registration and ongoing compliance. Using a private house can be permitted for company registration (depending upon the business lines and purpose), however apartments cannot be used. Virtual offices will usually not be satisfactory to the authorities, although a dedicated desk within a serviced office space is ordinarily sufficient to meet the requirements. Lawyers and other service providers can lease out part of their offices for clients where they hold permission to sub-lease and have a real-estate leasing license, but this is not common in Vietnam.

The key documents that need arranging are detailed below. Note that “legalised” documents require different processes in different countries, with a Vietnamese Embassy abroad generally required to be part of the process when documents are processed outside of Vietnam.

For corporate investors:

• Legalisation of the company’s legal documents (Certificate of Incorporation, Charter, Business profile, etc.)
• Original bank statement/bank letter/audited financial statements
• Notarised passport/ID card of the legal representative of the Vietnam company by People’s Committee in Vietnam/legalised passport
• Notarised passport/ID card of representative(s) who is (are) authorised by the investing company by People’s Committee in Vietnam/legalised passport
• Lease contract
• Documentation in relation to the leasing right of the landlord

For individual investors:

• Notarised passport of the owner(s) by People’s Committee in Vietnam/legalised passport
• Original bank statement(s)/bank letter
• Lease contract
• Documentation in relation to the leasing right of the landlord

Upon establishing a company in Vietnam, investors are required to contribute their charter capital (akin to share capital, although there are no formal “shares” issued for limited liability companies in Vietnam) within 90 days from the ERC’s date of issuance.

For foreign investors, the capital must come from their bank account abroad, and this needs to be sent to a Direct Investment Capital Account (DICA) opened by the Vietnamese company, before it can be transferred to the company’s operating account and used for operating purposes.

After establishing a company in Vietnam, several post-licensing procedures are required to be completed. These can be divided into two elements:

Corporate finalisations:

• Application for making public notification of the new company’s establishment
• Purchasing a company seal
• Application for announcement of the seal specimen to the relevant authority
• Draft decision of appointment of the General Director/Director

Compliance & registration:

• Appointment/registration of chief accountant with authorities
• Payment of annual business licence fee
• Opening of bank accounts, and registration of accounts with authorities
• Tax registrations, including VAT registration and e-invoice application
• Registration of accounting system, chart of accountants, and associated elections
• Labour registrations