Setting up a company in Vietnam can be a complex process, particularly for small business owners. This comprehensive guide provides a step-by-step overview of the company setup process and requirements in Vietnam, highlighting the key considerations and necessary steps to ensure a smooth establishment.

The process typically involves four main stages: pre-investment approval, investment registration certificate application, enterprise registration certificate application, and post-licensing procedures. Each stage has its own set of requirements and timelines that need to be followed.

For mega investment projects, seeking pre-investment approval from Vietnamese competent authorities is necessary before proceeding with the establishment procedures. This step requires thorough documentation and adherence to specific application processing times. Certain projects, such as residential housing construction, airports, and petroleum processing, may require additional special approvals.

The first formal step in the establishment process is applying for an Investment Registration Certificate (IRC). This certificate is mandatory for all foreign-owned investment projects and establishes the right to invest in Vietnam. The application requires various documents, including the investment project proposal, financial statements, and legal papers of the investors.

After obtaining the IRC, the next step is applying for an Enterprise Registration Certificate (ERC), also known as a Business Registration Certificate. The ERC is essential for setting up new entities within Vietnam and is accompanied by a tax registration number. The application process involves submitting the enterprise registration application, company charter, and other relevant documents.

Once the IRC and ERC have been issued, additional post-licensing procedures must be completed to commence business operations. These procedures include seal carving, bank account opening, labor registration, business license tax payment, charter capital contribution, and public announcement of company establishment.

It is important to note that certain sectors and business lines may have specific requirements, such as minimum capital investment. While most sectors do not have minimum capital requirements, businesses should ensure their registered capital adequately covers expenses until revenue is generated. Some sectors, including finance, banking, insurance, and medical clinics, may have specific capital requirements.

Additionally, companies must have a registered address in Vietnam and a legal representative. The registered address serves as the business location, and certain industries may require a physical office or building. The legal representative is responsible for representing the company and may hold positions such as Company President, Director, or General Director. Foreign nationals involved in the company will need work permits, which can be obtained during or after the incorporation process.

Navigating the company setup process in Vietnam can be challenging, especially for small business owners. Seeking professional assistance from experts familiar with the local legal landscape is highly recommended to ensure compliance and a successful establishment.