Vietnam company incorporation

13 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. 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;
  3. Incorporation Steps

  4. 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;
  5. 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;
  6. 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);
  7. 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;
  8. 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;
  9. Post- Incorporation Steps

    Tax registration

  10. Healy Consultants applies for a tax code at the Municipal Taxation Office in Ho Chi Minh City and obtains pre-printed VAT invoices;
  11. 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;
  12. Capital account and Corporate bank account opening

  13. 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;
  14. Employment registrations, visas and physical premises

  15. 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);
  16. 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;
  17. Engagement completion package

  18. 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.

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