Establishing a company is a crucial first step, laying the legal foundation for all future business operations. Choosing the right type of business entity, registering appropriate business activities, and completing procedures correctly will help the business operate smoothly and avoid legal complications.
This article provides a comprehensive overview of all forms of business establishment — from limited liability companies and joint-stock companies to foreign-owned companies, wholly foreign-owned companies, joint ventures, branches, and representative offices — along with the relevant documents, procedures, and costs.
Overview of company formation services
Establishing domestic companies requires businesses to prepare appropriate documents and complete business registration procedures. Therefore, professional company formation services can help clients manage these procedures more efficiently. In addition, the service may cover relevant post-establishment procedures.
For foreign investors, the process may also involve obtaining an Investment Registration Certificate and completing additional requirements for specific business sectors. As a result, professional support can help investors understand the applicable procedures and reduce potential compliance risks.
Using these services helps businesses save time, avoid paperwork errors, and receive advice on choosing the most suitable structure. For FDI, this is also a way to overcome language barriers and the complexity of investment procedures.
With 15 years of experience, Vinasc has assisted many foreign investors in entering the Vietnamese market smoothly, in accordance with regulations, and on schedule.
1. Establishing a Limited Liability Company (LLC)
Limited liability companies (LLCs) are the most common type of company in Vietnam due to their streamlined structure and limited liability.
Conditions for establishing a limited liability company
A limited liability company (LLC) requires qualified owners/members, a valid company name, a clearly defined registered office, non-prohibited business activities, and appropriate registered capital. LLCs can have a single member or from two to fifty members.
Documents for establishing a limited liability company (LLC)
The application dossier includes: business registration application form, company charter, list of members (if any), copies of legal documents of the owner/members and legal representative.
The process of establishing a limited liability company.
The process includes: preparing and submitting documents to the business registration authority, receiving the business registration certificate, having a company seal made, and then carrying out post-establishment procedures related to taxes and banking.
Costs of establishing a limited liability company
The costs include government fees, seal engraving fees, service fees (if hired), and initial costs such as digital signatures and electronic invoices. The fees are relatively reasonable compared to the benefits of receiving proper advice from the outset.
🔗 See the in-depth article: Establishing a Limited Liability Company.
2. Establishing a joint-stock company
Joint-stock companies are suitable for businesses that need to raise capital broadly and aim for large-scale development.
Conditions for establishing a joint-stock company
A minimum of three founding shareholders are required, the registered capital must be divided into shares, the company name and registered office must be valid, and the business activities must not be prohibited. Shareholders are liable only to the extent of their capital contribution.
What is the minimum number of shareholders required for a joint-stock company?
A joint-stock company must have a minimum of three shareholders, with no maximum limit, facilitating capital raising and share transfers.
Documents for establishing a joint-stock company
The application dossier includes: the registration application form, the charter, the list of founding shareholders and foreign investor shareholders (if any), along with the legal documents of the shareholders and their representatives.
The process of establishing a joint-stock company.
Similar to a limited liability company: submit the application, receive the business registration certificate, have the company seal made, and complete the post-establishment procedures. The difference lies in the shareholder structure and governance.
🔗 See the in-depth article: Establishing a joint-stock company.
3. Establishing a company with foreign capital.
Foreign-invested enterprises must complete additional investment procedures before or simultaneously with business registration.
Conditions for establishing a foreign-owned company.
Investors need to meet market access requirements based on industry, possess sufficient financial capacity, have a suitable project location, and comply with any specific investment conditions.
The process of establishing a foreign direct investment (FDI) enterprise in Vietnam.
Typically, this involves: applying for an investment registration certificate, then registering the business, having a company seal made, and carrying out post-establishment procedures such as investment capital accounts, taxes, and labor.
Documents that foreign investors need to prepare
This includes: the investor’s legal documents (duly legalized by the consulate if necessary), documents proving financial capacity, project site documents, and investment project proposal.
Costs of establishing an FDI company
The costs are higher than those of domestic businesses due to additional investment procedures, translation, consular legalization, and specialized consulting. Vinasc advises on the optimal solution for each specific project.
🔗 See in-depth article: Establishing a foreign-owned company.
4. Establishing a 100% foreign-owned company.
This is a form of investment where foreign investors own all the capital, a choice favored by many investors who want to take control of the business.
Can foreigners own 100% of a company in Vietnam?
In many sectors, foreign investors are allowed to own 100% of the capital. However, some sectors have conditions or limitations on ownership ratios according to international commitments and Vietnamese law.
Which industries allow 100% foreign investment?
Many manufacturing, trade, and consulting service sectors allow 100% foreign investment; some sectors, such as distribution, logistics, and education, have specific conditions. It is necessary to consult the relevant commitments and current regulations.
Minimum capital requirements for establishing a 100% foreign-owned company.
The law does not stipulate a general minimum capital requirement, except for industries with specific capital requirements. However, the investment capital must be sufficient to implement the project and commensurate with the registered scale.
Timeframe for establishing a 100% foreign-owned company.
The processing time depends on the industry and the completeness of the application, and is usually longer than for domestic businesses due to the need to go through the investment registration certificate issuance step.
🔗 See in-depth article: Establishing a 100% foreign-owned company.
5. Establish a joint venture company
A joint venture is a form of cooperation between a foreign investor and a Vietnamese partner, suitable for industries that require a domestic partner.
What is a joint venture company?
It is a business established on the basis of capital contribution between foreign and domestic investors, sharing management rights, profits, and risks according to the proportion of capital contributed.
The percentage of foreign investor capital in a joint venture company.
The capital ratio depends on the industry and market opening commitments. Some industries limit the percentage of foreign ownership, requiring a suitable joint venture structure.
Joint venture company formation documents
This includes documents from both contributing parties, the joint venture contract/agreement, the investment project dossier, and documents proving financial capacity and location.
Things to note when signing a joint venture contract.
It is necessary to clearly define the capital contribution ratio, governance mechanism, profit distribution, dispute resolution, and divestment conditions to avoid future conflicts. Vinasc will assist in reviewing this content.
🔗 See the in-depth article: Establishing a joint venture company.
6. Establish a representative office
A representative office is an option for investors who want to establish a presence in Vietnam to explore the market without yet engaging in direct business operations.
Conditions for establishing a representative office
Foreign businesses must have been operating for a certain period of time, have a suitable business line, and have a valid office location as required by regulations.
Documents for establishing a representative office
Includes: application form, legal documents of the foreign business (consular legalization), financial statements, profile of the head of the office, and lease agreement.
What activities are representative offices allowed to carry out?
Representative offices are only permitted to perform liaison, promotional, and market research functions; they are not allowed to directly conduct profit-making activities in Vietnam.
Tax obligations of representative offices
The representative office does not generate revenue and therefore does not pay corporate income tax, but it must fulfill the obligation to deduct and declare personal income tax for employees working at the office.
🔗 See the in-depth article: Establishing a representative office.
7. Establish a company branch.
A branch office allows a business to expand its operations to a location different from its head office.
Conditions for establishing a branch
The business must be operating legally, the branch’s business activities must match the registered business activities, and the branch’s location must be valid.
Branch registration documents
This includes: notification of branch establishment, decision and meeting minutes regarding the establishment of the branch, decision appointing the head of the branch, and related legal documents.
How do independent and dependent accounting branches differ?
Independent accounting branches are responsible for self-declaring and settling corporate income tax; dependent accounting branches are consolidated by the parent company. The choice affects tax declaration obligations and bookkeeping.
Tax obligations of the branch
Branches must declare business license tax, VAT, and personal income tax locally; corporate income tax obligations depend on whether they operate as independent or dependent accounting units.
🔗 See in-depth article: Establishing a company branch.
8. Company registration procedures
Understanding the process and tasks involved helps businesses proactively prepare and shorten the establishment time.
What documents are needed to set up a company?
Legal documents are required from the owner/member/shareholder and representative, including information on name, registered office, business activities, charter capital, and management plan.
How do you choose the right type of business entity?
The choice is based on the number of members, capital raising needs, level of responsibility, and development orientation. Vinasc advises on the optimal type for each case.
Registering business lines when establishing a company.
Businesses should choose the appropriate industry code; for conditional business sectors, they must meet the conditions before operating. Registering the correct business sector helps avoid problems when issuing invoices.
Things to do after establishing a company.
After establishment, you will need to: open a bank account, purchase a digital signature, register for electronic invoices, declare business license tax, put up a signboard, and set up an accounting system.
🔗 See the in-depth article: Company formation procedures.
9. Company setup costs
Understanding the costs involved helps businesses create a sound budget for the initial phase.
How much does it cost to set up a company?
The total cost depends on the type of business, whether or not it involves foreign elements, and the services included. Initial costs typically include government fees, seal engraving, digital signatures, and electronic invoices.
Types of fees when establishing a business
This includes business registration fees, registration content publication fees, and costs related to the company seal and digital signature. The government fees are relatively low.
Costs after obtaining a business license.
After obtaining the license, businesses need to spend money on digital signatures, electronic invoices, business license tax, signage, and initial accounting services to operate in accordance with regulations.
What are the costs involved in establishing a foreign direct investment (FDI) enterprise?
In addition to costs similar to those incurred by domestic businesses, FDI companies also face expenses for obtaining investment certificates, translation, consular legalization, and specialized consulting services.
🔗 See in-depth article: Company setup costs.
Transparent work processes at Vinasc
Thanks to the fact that most documents can now be processed online, coordination between Vinasc and its clients has become simpler and more convenient when both parties are in good faith. The entire process is carried out via email on a fixed monthly schedule.
| Time / Step | Content |
| 20th – 25th of each month | Vinasc sent an email reminding customers to prepare their documents. |
| Days 1-2 of the following month | Vinasc sends emails requesting customers to provide documents. |
| Receiving & Processing | Based on the received documents, Vinasc proceeds with the work; if anything is missing or needs clarification, further communication will be conducted via email. |
| Notification of completion | Once completed, Vinasc will send an email notification for customers to confirm. |
| Confirm & continue | If the client agrees, Vinasc proceeds with the next steps; if not, both parties continue discussions until an agreement is reached. |
With email-based communication, all exchanged information is fully archived, allowing businesses to proactively monitor and control data without relying on a single individual.
Why do FDI businesses choose Vinasc?
Beyond simply providing services, Vinasc also offers peace of mind to foreign investors thanks to values maintained over the past 15 years:
- All communications are tracked via email, allowing businesses to retrieve them at any time.
- A single point of contact throughout the entire process, ensuring customers don’t have to explain things from scratch.
- Trusted and chosen by many foreign investors for long-term commitment.
- The quality remains consistent even during peak periods such as tax settlement.
- The workflow is clear, transparent, and easy to track via email.
Service quality is a shared goal of both Vinasc and its clients. To achieve this, the provision of complete and timely documentation by businesses is crucial, ensuring accuracy and adherence to schedules.
In addition to its core services, Vinasc regularly updates its customers via email and the company’s Zalo OA about changes in policies and laws that may affect their businesses — this is a completely free service.
It is important to emphasize that compliance with the law is a mandatory obligation for all businesses, with the business owner, legal representative, and director bearing primary and ultimate legal responsibility.
An important note: Vinasc is a consulting firm that collects documents to process client files. However, according to the law, the responsibility for archiving records and documents remains with the business, unless the two parties have a separate contractual agreement regarding archiving.
Frequently Asked Questions (FAQ)
Does Vinasc provide comprehensive support for foreign investors in establishing companies? Yes. Vinasc offers full support, from obtaining investment registration certificates and establishing businesses to post-establishment procedures, with a multilingual team accompanying investors throughout the process.
How long does it take to set up a company? Domestic businesses are usually faster; FDI businesses take longer due to additional investment procedures. The specific time depends on the industry and the completeness of the documentation.
After establishment, does Vinasc provide accounting support? Yes. Vinasc provides accounting services, tax consulting, and post-establishment procedures, helping businesses operate in compliance with regulations right from the start.
Conclude
Overall, company formation services are a crucial part of the process that every business, especially FDI enterprises, needs to handle carefully and in accordance with regulations from the outset to avoid future risks. In the context of frequently changing regulations, timely information updates are also an advantage, helping businesses proactively comply with the rules.
If your business needs assistance with company formation services, Vinasc is always ready to provide advice based on 15 years of experience serving foreign investors, along with a clear, reliable work process trusted by many clients. Let Vinasc be your partner, making each step of the process smoother and more secure.
Contact us for consultation.
If your business needs assistance with company formation services, the Vinasc team is always ready to advise you—quickly, legally, and with dedication. Let Vinasc be your partner in the growth of your business in Vietnam.
Contact — Vinasc Accounting and Tax Consulting Company Limited:
- Hotline: 0947 112 118 or 0971 112 118
- Email: Vinasc.hcm@gmail.com
- Website: https://vinasc.vn
- Zalo OA: https://zalo.me/1108220964917000230