Starting a business in Vietnam: your hub for Southeast Asian growth

Vietnam allows 100% foreign ownership in most sectors. A wholly foreign-owned enterprise (WFOE) is a common choice for investors seeking full control over their operations, intellectual property and strategy. These are typically structured as a limited liability company (LLC), a flexible structure that protects personal assets from the company's debts and legal liabilities. Because there is no local partner, the foreign investor has sole authority over the company's charter. While offering maximum autonomy, a WFOE must navigate Vietnam's administrative landscape alone, without the shortcut of a local partner's existing networks. The appointment of a resident director (locally known as legal representative) is required. Other directors appointed on the Board can be non-resident directors.

A joint venture (JV) is a partnership between at least one foreign investor and one Vietnamese partner. This structure is often a strategic necessity. Certain sectors, such as advertising, tourism and telecommunications, legally require a local partner and often cap foreign ownership. But JVs are also favoured by companies looking to leverage a local partner's land-use rights, distribution channels and government relations. JVs can be structured as either an LLC or a joint stock company, an entity owned by shareholders who invest capital in exchange for transferable shares. JVs require a carefully drafted Joint Venture Agreement to define dispute resolution and exit strategies.

The representative office is a quick and low-cost way to establish a legal presence in Vietnam, but it is strictly non-commercial. Its role is limited to market research, promoting the parent company's business and acting as a liaison. It is prohibited from generating revenue, signing contracts in its own name or issuing invoices. This is suitable for companies that want to explore the Vietnamese market before committing to a full commercial setup.

Starting your company in Vietnam involves a range of costs that vary based on your chosen entity, industry and location. While Vietnam has removed its annual Business License Fee, the dual-licensing process involving the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) remains applicable, together with other post-incorporation requirements.

We can provide transparent and detailed cost breakdowns tailored to your unique needs, ensuring clarity and facilitating financial planning.

• Registration and licensing fees: Vietnam company registration involves government fees for the IRC and ERC. These are relatively low, but the complexity of the dossier often requires professional support. Specialised sub-licenses for retail, education or healthcare can also incur additional costs.

• Charter capital: While most sectors do not have a legal minimum, the Ministry of Planning and Investment expects a realistic capital contribution. This will depend on several factors, including whether the business will trade with residents, the proposed activities, the location of incorporation and whether there are plans to hire foreign nationals.

• Work permits and visas: Costs associated with applying for work permits and temporary residence cards for expatriate employees.

• Office space rental: You must have a physical or virtual office address to register.

• Mandatory auditing and accounting: All foreign-invested enterprises in Vietnam must undergo an annual statutory audit by an independent Vietnamese auditing firm.

• Professional fees: Costs for legal counsel and business setup consultants to handle the multi-step investment project approval and consular legalisation of foreign documents.

• Other potential costs: These include company seal carving, digital signatures in the form of Universal Serial Bus (USB) tokens for tax filing and the mandatory public announcement of your company's establishment.

At Hawksford, our process is customised to your specific needs to ensure a smooth, efficient and compliant business setup in Vietnam. Our expert team can guide you through each stage and minimise potential delays.

We usually begin with a comprehensive consultation to understand your business objectives, operational requirements and long-term goals. This will allow us to follow up with information on the appropriate legal structure, location and licensing activities for your business.

Based on the initial consultation, we can develop a strategic setup plan, outlining the approach for establishing your business. This includes advising on Vietnam company formation and registration, corporate structuring and any specific legal considerations relevant to your industry and activities.

Our team can then support with the preparation and processing of the required documentation, verifying accuracy and compliance with Vietnam's regulations. This includes drafting legal documents, completing application forms and getting necessary approvals from relevant government authorities.

We have the experience and expertise to manage the full process of Vietnam company registration, from the IRC needed to approve your project to the ERC that formally establishes your legal entity. Our team can liaise with the Department of Planning and Investment (DPI) and relevant ministerial authorities to secure name approval and ensure your business is registered correctly.

Whenever required, we can assist with the application and processing of employment visas for you and your employees, managing the documentation and liaising with the Vietnam Immigration Department and Ministry of Labour, Invalids and Social Affairs (MOLISA).

We can help with the opening of a corporate bank account in Vietnam, providing guidance on the required documentation and liaising with banks to facilitate the process. With our extended portfolio of clients and network of partners, we maintain trusted relationships with banks.

Beyond the initial setup phase, our team is committed to providing ongoing support. This includes helping with office setup logistics and other essential services to get your business operations up and running smoothly.

We can also support you with ongoing accounting and tax compliance, including corporate tax, value added tax (VAT) registration and filing, financial statement preparation and bookkeeping.

The time involved in incorporating a company in Vietnam can vary based on factors such as the chosen business structure, the scope of activities, the applicable approvals and the speed of document handling by the authorities.

Our team can work closely with you throughout the setup process, with realistic durations for each stage. This can help you plan effectively and coordinate your internal planning with the expected timeline.

• Chosen legal structure: Your choice of jurisdiction and legal structure can affect how long the process takes.

• Complexity of business activity: Business activities that require special approvals from specific government entities may take longer to process.

• Efficiency of document processing: The efficiency with which documents are submitted and processed by the relevant authorities can also play a role.

When starting your company in Vietnam, we apply a structured approach, supported by experience, to help the process progress smoothly. Our team can provide clear guidance on the next steps and save you time. We can also work with you to ensure all documentation is accurate, complete and submitted correctly, reducing the risk of delays caused by errors or omissions.

• Initial planning and document preparation: 1 week

• Company registration and licensing: 3 months and above, depending on the case

• Visa processing: Typically 5 to 7 days for an eVisa. 10 to 20 working days for a TRC

• Bank account opening: 2 months

When your focus is on getting up and running in Vietnam, visibility over the setup process makes a difference. We can keep you updated throughout, in line with these estimated timeframes, so you can organise your next steps with more certainty.