Source-cited draft: company formation & entity choice for Vietnam (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
General reference only
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Source-cited draft. This skill is source-cited but has not been reviewed by a licensed practitioner. It may be incomplete, outdated, or wrong.
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| 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 capitalLaw 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 capitalLaw 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 securitiesLaw on Enterprises (No. 59/2020/QH14) | |
| Private (sole proprietorship) enterprise | One individual owner with unlimited liabilityLaw 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 capitalLaw on Enterprises (No. 59/2020/QH14); Law on Investment (No. 61/2020/QH14) |
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.
Other Vietnam computations in the OpenAccountants library.
| Charter capital contribution deadline | Members/shareholders must contribute registered capital within 90 days of issue of the Enterprise Registration CertificateLaw on Enterprises (No. 59/2020/QH14) |
| Investment Registration Certificate (IRC) | Required for foreign-invested projects before company registrationLaw 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 companyLaw 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) businessLaw 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 auditorLaw 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 capitalDecree on Business Licence Fee |
Rendered from the facts database. General reference only — confirm with a qualified professional before acting.
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