Vietnam company incorporation

14 steps to incorporate in Vietnam

incorporate Vietnam companyIncorporating a business in Vietnam is a time consuming and complex process. However, Healy Consultants’ project managers will ensure that the engagement procedures are as smooth as possible. Typically, Vietnam business incorporation procedures evolve as follows:

Pre-incorporation Steps

  1. Our Client signs Healy Consultants engagement letter and returns the original to our Singapore Head Office. Healy Consultants provides our Client with a detailed engagement plan, outlining a roadmap for the Vietnam incorporation timelines and process. This step helps to minimize unwanted surprises and meets Client expectations;
  2. If our Client’s business activity is restricted in Vietnam or requires prior approvals from Ministry of Industry and Trade or the Foreign Investment Agency, before incorporation, Healy Consultants Group PLC will secure confirmation in writing from the relevant government institutions to ascertain additional requirements such as higher share capital injection, requirement for specific regulatory licenses, a local shareholder, etc.;
  3. Healy Consultants collects required due diligence from our Client. Our Client also confirms the Vietnam corporate structure, including shareholders and directors. Only then will Healy Consultants proceed with Vietnam business incorporation;
  4. Incorporation Steps

  5. Healy Consultants Incorporation Team performs a company name search at the Business Registration Office of the Vietnam Department of Planning and Investment. If approved, we begin incorporation of your Vietnam company;
  6. Healy Consultants then prepares the incorporation documents including the bylaws (M&AA) and Power of Attorney for the resident legal representative which must be i) signed by our Client and attested by the Vietnamese embassy in their home country and ii) couriered to Vietnam. Thereafter, Healy Consultants submits the attested incorporation documents and obtains a Business Registration Certificate from the Business Registration Office;
  7. To proceed further with the incorporation process in Vietnam, Healy Consultants applies for a Foreign Investment Certificate (FIC) with the planned share capital (minimum US$50,000) with the Foreign Investment Agency (FIA), and Ministry of Industry and Trade (MIT);
  8. Once the Business Registration and Foreign Investment Certificates are approved, Healy Consultants applies for a company seal at the Administrative Department for Social Order (ADSO) under the Municipal Police Department. Note that without a seal, a Vietnamese company cannot register with the tax department, open a bank account, apply for utilities or proceed with any other procedures required to start operations in Vietnam;
  9. Healy Consultants then arranges to publish an announcement in a local newspaper making public the name and type of company, the number and issuance date of the Business Registration Certificate, the headquarters and business objectives, charter capital, name of the legal representative and the place of business registration;
  10. Post- Incorporation Steps

    Tax registration

  11. Healy Consultants applies for a tax code at the Municipal Taxation Office in Ho Chi Minh City and obtains pre-printed VAT invoices;
  12. Healy Consultants submits the company’s accounting system to the Taxation Department for approval. The documents submitted include: i) application for approval of the accounting system ii) certified business registration certificate and iii) a resume of the chief accountant;
  13. Capital account and Corporate bank account opening

  14. Healy Consultants secures i) a capital account for our Client to for share capital injection into the country and repatriation of profits overseas and ii) a corporate bank account opening for to support the Vietnam business. Healy Consultants also assists our Client to obtain corporate finance, trade finance and open merchant accounts, if such services are needed by our Client;
  15. Employment registrations, visas and physical premises

  16. Before our Client can hire local employees, Healy Consultants registers the local company with i) the Ministry of Labour and ii) the Confederation of Vietnamese trade unions of Ho Chi Minh City (mandatory requirement for all companies);
  17. Healy Consultants assists our Client to locate business premises and recruit local staff to further support our Client’s Vietnam business. If necessary, Healy Consultants also assists our Client to obtain employment and residence visas for foreign staff;
  18. Engagement completion package

  19. Following completion of the engagement, Healy Consultants couriers a company kit to our Client’s preferred international address, containing the following corporate documents i) original Vietnam business incorporation documents (Business Registration certificate Foreign investment certificate and original share certificates ii) unopened bank correspondence and a Client feedback survey of our Firm’s Vietnam incorporation services.
Documents required by a foreign company or individual may vary according to the planned business activities in Vietnam. Below is a standard set of documents our Clients should plan to provide Healy Consultants Group PLC:

  1. For all foreign individual shareholder and directors – their passport copies, a recent proof of address and bank statement;
  2. Corporate shareholder incorporation documents, latest financial statements and corporate bank account showing the availability of funds to pay up the share capital for the local entity;
  3. The Vietnamese legal representative’s passport and recent address proof;
  4. A PoA authorizing the Vietnamese legal representative to act on behalf of the company in Vietnam;
  5. A PoA authorizing Healy Consultants Group PLC to submit applications to secure the Business License application, Foreign Investment Certificate and any other additional special regulatory licenses.

Note on attestation and translation of documents:

  1. Foreign directors’, shareholders’ and bank signatories’ documents; and foreign company documents; and the PoAs mentioned above, must all be notarized and legalized in our Client’s home country before these are couriered to Vietnam;
  2. The documents for the Vietnamese legal representative, however, only requires notarization by a Vietnam by Public Notary;
  3. The PoAs, and applications for Business License and Foreign Investment Certificate must be translated to Vietnamese before they are submitted to the MIT and FIA. Healy Consultants Group PLC will provide translated copies of these documents to our Clients. For any additional translations, the costs must be borne by our Client.

External readings

Contact us

For additional information on our company incorporation services in Vietnam, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon