Vietnam Company Formation & Entity Choice

Entity types, capital and incorporation

Foreign investors most commonly use a limited liability company (single- or multi-member) or a joint-stock company. There is generally no fixed statutory minimum capital except for conditional sectors, but registered charter capital must be adequate for the business and an Investment Registration Certificate is required for foreign-invested entities.

• Single-member LLC (Cong ty TNHH mot thanh vien) — One owner (individual or organisation); liability limited to charter capital (Law on Enterprises (No. 59/2020/QH14))
• Multi-member LLC (Cong ty TNHH hai thanh vien tro len) — 2 to 50 members; liability limited to charter capital (Law on Enterprises (No. 59/2020/QH14))
• Joint-stock company (Cong ty co phan) — Minimum 3 shareholders, no maximum; share capital divided into shares; can list/issue securities (Law on Enterprises (No. 59/2020/QH14))
• Private (sole proprietorship) enterprise — One individual owner with unlimited liability (Law on Enterprises (No. 59/2020/QH14))
• Minimum charter capital (general) — No fixed statutory minimum for most sectors; capital must be adequate and is registered as charter capital ((approx - confirm; conditional sectors such as banking, insurance, real estate, finance have specific minimums)) (Law on Enterprises (No. 59/2020/QH14); Law on Investment (No. 61/2020/QH14))
• Charter capital contribution deadline — Members/shareholders must contribute registered capital within 90 days of issue of the Enterprise Registration Certificate (Law on Enterprises (No. 59/2020/QH14))
• Investment Registration Certificate (IRC) — Required for foreign-invested projects before company registration (Law on Investment (No. 61/2020/QH14))
• Enterprise Registration Certificate (ERC) — Issued by the provincial Department of Planning and Investment / business registration office to establish the company (Law on Enterprises (No. 59/2020/QH14))
• Typical incorporation timeline (foreign-invested LLC) — Approx 1 to 3 months including IRC and ERC for a standard (non-conditional) business ((approx - confirm; varies by sector and locality)) (Law on Investment (No. 61/2020/QH14); Law on Enterprises (No. 59/2020/QH14))
• Annual statutory audit — Foreign-invested enterprises must have annual financial statements audited by an independent auditor (Law on Independent Audit (No. 67/2011/QH12))
• Annual financial statement filing deadline — Within 90 days of the financial year-end (audited statements submitted to tax/statistics/licensing authorities) (Law on Accounting (No. 88/2015/QH13))
• Annual business licence fee (mon bai) — VND 1,000,000 to VND 3,000,000 per year based on registered charter capital VND/year ((approx - confirm current bands)) (Decree on Business Licence Fee)