• Tue. Jun 25th, 2024

Starting A Business In Vietnam As A Foreigner: How Does It Work?

ByFrank Watson

Dec 19, 2023
Money in Vietnam hold on hand business man wearing a blue suit (Socialist Republic Of Vietnam)
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Are you a foreigner looking to start a business in Vietnam? Navigating the process of setting up a business in a foreign country can be overwhelming. How does it work in Vietnam?

Vietnam has become an increasingly attractive destination for foreign entrepreneurs due to its growing economy and business-friendly policies. However, there are still certain challenges and regulations that need to be considered when starting a business as a foreigner in Vietnam.

Starting a business in Vietnam as a foreigner requires careful planning, understanding of the legal framework, and cultural awareness. From obtaining the necessary permits to understanding the local market, there are several key factors to consider. In this article, we will explore the process of starting a business in Vietnam as a foreigner and provide valuable insights to help you navigate the complexities and increase your chances of success.

Benefits of Starting a Business in Vietnam as a Foreigner

Starting a business in Vietnam as a foreginer offers a multitude of benefits. The country provides favorable tax exemptions for newly incorporated businesses, making it an attractive destination for investment. Additionally, foreign investors have access to professional corporate services and legal firms, which can greatly assist in navigating the complexities of setting up and operating a business in Vietnam. The ease of doing business in Vietnam is further highlighted by the PCI index, which ranks the country favorably in terms of its business-friendly environment. This means that foreign entrepreneurs can expect a streamlined and efficient process when establishing their business in Vietnam.

Furthermore, comprehensive resources are available for foreign investors looking to expand into Vietnam. These resources include market research, industry insights, and networking opportunities, all of which can greatly aid in the successful establishment and growth of a business in the country. With these advantages, foreign entrepreneurs can confidently consider Vietnam as a prime location for starting and growing their businesses, capitalizing on the tax exemptions, professional services, and the overall ease of doing business in the country.

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Is It Possible for Foreigners to Start a Business in Vietnam?

Foreigners can start a business in Vietnam through direct or indirect foreign investments. Direct investments involve setting up a 100% foreign-owned enterprise, while indirect investments allow foreigners to invest in local businesses or joint ventures. Any form of foreign investment requires obtaining an enterprise license from the Department of Planning and Investment. Certain industries, such as banking, telecommunications, and media, may require a Vietnamese Joint Venture Company, where a foreign investor partners with a local business.

Vietnam’s membership in the World Trade Organization (WTO) has made it easier for foreigners to operate in the country by providing a more transparent and predictable environment for trade and investment. However, approval from the industry’s governing ministry may still be necessary in certain cases, especially in regulated industries. Overall, the process for foreigners to start a business in Vietnam involves obtaining the necessary licenses or approvals, navigating the rules of the WTO, and potentially establishing a joint venture in certain industries.

What is the Cost to Open a Company in Vietnam?

The cost to open a company in Vietnam can vary depending on several factors. The registration costs for a company in Vietnam can range from $300 to $1000, depending on the type of company and the amount of capital. Obtaining business licenses can add an additional $200 to $500 to the total cost. Minimum capital requirements also vary depending on the type of company and range from $10,000 to $50,000.

Factors that can influence the total cost include the location of the company, the industry it operates in, and the size of the company. Additional expenses may include legal fees, accounting services, and administrative costs, which can add several thousand dollars to the overall cost. It’s also important to consider ongoing costs such as taxes, rent, and employee salaries. Therefore, while the initial cost to open a company in Vietnam may be relatively low, it’s essential to consider all potential expenses to ensure financial stability.

How long does it Take to Start a Company in Vietnam?

Registering a company in Vietnam involves several steps and timeframes that vary depending on the industry. The general process includes obtaining an Investment Registration Certificate (IRC) and then proceeding with the company registration.

For different industries, the requirements and timeframes for obtaining the IRC may differ. For example, for industries such as banking, finance, and education, the process may take longer due to additional licensing requirements.

The Investment Registration Certificate is typically issued within 15-30 days for most industries. Once obtained, the company registration process can be completed within 3-5 working days.

Factors that determine the length of the registration process include the complexity of the company’s business activities, the completeness of the required documents, and any additional licensing or approvals needed for specific industries.

Overall, the timeframe for starting a company in Vietnam can range from 1-2 months, depending on the industry and the efficiency of the application process.

Requirements for Setting Up a Business in Vietnam as a Foreigner

Setting up a business in Vietnam as a foreigner requires careful consideration of the country’s laws and regulations. From understanding the types of business entities to the necessary permits and licenses, there are numerous requirements to be met. As Vietnam continues to be an attractive destination for foreign investment, it’s important for potential entrepreneurs to have a clear understanding of the steps involved in setting up a business in the country. Whether it’s navigating the bureaucracy, understanding tax obligations, or finding local partners, being well-informed about the requirements for setting up a business in Vietnam is essential for success. 

Minimum Capital Requirement

In Vietnam, small businesses are required to meet a minimum capital requirement to legally operate. The average initial capital needed varies depending on the specific industry, but generally falls between 10 million VND to 100 million VND. Sectors such as manufacturing, trading, and services have specific minimum capital requirements, which can range from 20 million VND to 10 billion VND.

When planning the capital for a small business in Vietnam, it is important to consider the specific industry’s minimum capital requirement, as well as other expenses such as rent, equipment, permits, and salaries. It is also essential to have a buffer for unexpected costs and to ensure the sustainability of the business during the initial stages.

Additionally, having a well-thought-out business plan can help determine the necessary capital and allocate resources effectively. By carefully considering the specific requirements and planning ahead, small businesses in Vietnam can ensure that they meet the minimum capital requirement and have the necessary funds to succeed.

Financial Statements/Audit Reports

In Vietnam, all companies are required to adhere to the Vietnamese Financial Reporting Standards when filing their financial statements. This often requires the use of specific accounting software that complies with these standards. Foreign-owned private companies are also subject to auditing requirements, necessitating the engagement of a reputable audit firm. The Vietnamese filing system has unique features that businesses must become familiar with to navigate the process effectively.

Participating in local startup communities and networking with potential investors is crucial for drawing in funding for your business in Vietnam. Building connections and relationships within the local business ecosystem can open doors to investment opportunities and provide valuable insights and support. When seeking funding, it’s essential to consider factors such as the stage of your business, the amount of funding needed, and the type of investor that aligns with your business goals. Start looking for investment from local angel investors, venture capital firms, or government-sponsored programs that support startups. Building a solid business plan and having a clear understanding of your financials will also be vital in attracting potential investors.

Directorial Requirements

In Vietnam, it is a requirement for all companies to have a resident director with a local address. This director must be a Vietnamese citizen or a foreigner with a valid work permit. Non-Vietnamese directors are required to obtain a work permit in order to fulfill the directorial requirements for a company in Vietnam. This work permit is essential for non-Vietnamese directors to legally conduct business operations in the country.

However, there are exemptions for founding members of a company when it comes to the work permit requirement. Founding members are not required to obtain a work permit, as they are seen as essential personnel for establishing the company. Nevertheless, it is still necessary for them to have a local address and fulfill the residency requirement.

Business Address and License Tax

In Vietnam, the process of obtaining a business address and paying license tax involves several key steps. Firstly, businesses must secure a registered office and principal place of business. These locations must meet certain requirements, such as being suitable for business operations and having the necessary facilities.

For all company types, except service-based ones, having a local address is crucial for legal compliance. This address is required for business registration and tax purposes. If a physical office space is not feasible, virtual office solutions are available to provide businesses with a professional address and communication services.

To ensure compliance with Article 48 of the Enterprise Law and Article 38.2(b) of the Vietnam Investment Law, businesses must adhere to the regulations regarding business address and license tax. This includes timely payment of the required license tax and maintaining a registered office for business operations.

Overall, obtaining a business address and paying license tax in Vietnam is essential for establishing a lawful business presence and ensuring compliance with local regulations.

Different Options for Registering a Company in Vietnam

There are several options for registering a company in Vietnam, including setting up a wholly foreign-owned enterprise (WFOE), joint venture (JV), or representative office. The process of obtaining an Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) varies depending on the type of company and business activities.

To obtain an IRC, the company needs to submit an investment proposal to the local Department of Planning and Investment (DPI). Once the investment project is approved, the company can proceed with the ERC application, which involves registering the company’s name, address, capital, and other relevant information with the same DPI.

After obtaining the ERC, the company can then proceed with making a company seal, public announcement, and registering for a tax code/VAT number. The company seal can be made at a local seal making service, the public announcement involves publishing the establishment of the company in three consecutive issues of a local newspaper, and the tax code/VAT number registration is done with the local tax department.

These steps are crucial for the legal establishment of a company in Vietnam and can be facilitated with the assistance of local legal and business consulting services.

Challenges Faced when Doing Business in Vietnam

Doing business in Vietnam presents a unique set of challenges that require careful consideration and strategic planning. From navigating the complex regulatory environment to understanding cultural nuances and labor issues, businesses operating in Vietnam must be prepared to address various obstacles.

Too Much Bureaucracy

Excessive bureaucracy in Vietnam has had a significantly detrimental effect on the government and economy. The complex and time-consuming bureaucratic procedures have hindered progress, led to inefficiencies, and fostered corruption. For example, the lengthy and complicated process of obtaining permits and licenses has created opportunities for officials to demand bribes in exchange for expediting the process. This has resulted in widespread corruption within the government.

This excessive bureaucracy has also severely affected businesses and foreign investment in Vietnam. The burdensome procedures and red tape make it difficult for businesses to operate efficiently, stalling economic growth. Foreign investors often face significant challenges navigating the bureaucratic hurdles, deterring them from investing in the country. As a result, Vietnam has received a poor rating in Bureaucratic Performance by the Political and Economic Risk Consultancy.

Exchange Rate Fluctuations

Exchange rate fluctuations are influenced by various factors, including government policies, inflation rates, and international transactions. In late 2022, the exchange rate between the USD and Vietnamese dong was impacted by several factors. The USD was affected by the US Federal Reserve’s policies on interest rates, as well as its quantitative easing measures. Meanwhile, the Vietnamese dong was influenced by Vietnam’s inflation rates and its trade balance with other countries. The ongoing international transactions and trade negotiations also played a role in the exchange rate fluctuations between the two currencies.

To manage the impact of fluctuating exchange rates, businesses can consider using forward contracts, options, or other hedging strategies to mitigate the risk. Governments can also implement policies to stabilize their currency, such as intervening in the foreign exchange market or implementing monetary policies to control inflation. Additionally, businesses can diversify their currency exposures and consider pricing strategies that account for potential exchange rate fluctuations. Overall, actively managing the impact of exchange rate fluctuations is essential for businesses and governments to minimize potential financial risks.

Vietnamese Language Required for Paperwork

When conducting business in Vietnam, it is a legal requirement to use the Vietnamese language in all reporting and filing paperwork, including licenses. This is to ensure that all documents are easily understood and processed by Vietnamese authorities.

For documents in other languages, certified translations must be obtained. These translations must then be validated by a Vietnamese embassy to ensure their accuracy and authenticity.

Failure to adhere to this requirement can result in severe consequences for business operations, including fines, legal repercussions, and delays in processing paperwork. Additionally, non-compliance with this requirement may also damage the reputation of the business and hinder future opportunities in Vietnam.

The Taxes in Vietnam Can Be Complex

The tax system in Vietnam is complex, with multiple tax types and regional variations. The main tax types include value-added tax (VAT), corporate income tax, personal income tax, and special sales tax. Different industries have specific tax rates, with potential for tax exemptions or reduced rates based on industry and location. The government offers tax incentives to attract foreign investment, such as reduced corporate income tax rates or tax holidays for certain industries and locations.

Foreign companies can take advantage of these tax incentives by meeting certain requirements, such as investing in priority sectors or operating in designated economic zones. Founding a company in Vietnam also requires navigating through the complexities of the tax system, including understanding industry-specific tax rates and taking advantage of any available tax incentives. It is crucial for foreign companies to carefully assess the tax implications and incentives when establishing and operating a business in Vietnam.

Cash-Dependent Economy

A cash-dependent economy can have significant implications for financial inclusion, transparency, and economic development. In a cash-dependent economy, a large portion of transactions are conducted using physical currency, which can hinder financial inclusion by limiting access to banking services and credit for those who do not have a bank account or credit history. Additionally, the use of physical currency can also lead to a lack of transparency in financial transactions, making it easier for illicit activities such as tax evasion and money laundering to go undetected.

The limited use of electronic payment systems in a cash-dependent economy can pose challenges for both consumers and businesses, as it can be more difficult to track and trace financial transactions. Moreover, the lack of financial infrastructure, such as ATMs and banking services, can further exacerbate the issue of limited access to formal financial services.

To improve the financial landscape in a cash-dependent economy, potential solutions include expanding the reach of electronic payment systems, investing in financial infrastructure, and promoting financial literacy among the population. By encouraging the use of electronic payment methods and expanding access to formal financial services, a cash-dependent economy can move towards greater financial inclusion, transparency, and ultimately, economic development.

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In conclusion, starting a business in Vietnam as a foreigner is possible, but there are several important steps that need to be taken before beginning the process. Before beginning the process of setting up a business in Vietnam, it is important to research local laws and regulations, understand the culture and customs of doing business in Vietnam, and obtain necessary visas and permits. Additionally, it is essential to have a clear vision for the business and the resources needed to make it successful. With careful planning, thorough research, and professional guidance, setting up a business in Vietnam can be an exciting and rewarding experience for foreign entrepreneurs.

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