Vietnam offshore company formation

Yes, a company in Vietnam can be 100% foreign-owned in selected sectors.

Vietnam is increasingly seen as a dynamic and attractive destination for foreign investment. Its strategic location, robust GDP growth, and youthful labor force make it a promising market for a wide range of industries. However, like any emerging economy, doing business in Vietnam requires navigating certain structural and regulatory complexities.

Below are the primary considerations investors and corporate service providers should take into account:

1. Evolving Regulatory Environment

Vietnam’s legal and business framework is undergoing rapid development. While reforms are underway, investors may encounter:

• Shifting laws and regulations that require regular monitoring.
• Licensing and business registration procedures that can be time-consuming.
• A need to engage closely with local authorities and advisors to ensure compliance.
• Enforcement of intellectual property rights remains a concern, particularly in sectors like technology, fashion, and consumer goods.

This evolving landscape offers long-term potential but demands a proactive and flexible approach from businesses.

2. Foreign Investment Restrictions in Specific Sectors

Vietnam has made significant strides in opening its markets. However:

• Certain industries, such as media, telecoms, or defense-related services, still impose limits on foreign equity.
• Real estate ownership by foreigners is restricted to long-term leasing rights.

Proper legal structuring and local partnerships can help foreign firms navigate these restrictions efficiently.

3. Infrastructure Development in Progress

Vietnam continues to invest in infrastructure, but gaps remain:

• Logistics can be impacted by congestion in major cities and limited rail connectivity.
• Port and airport capacity is expanding but still faces growing demand.
• Power stability and internet speed are improving but may vary in rural or industrial zones.

4. Cultural and Language Differences

Cultural awareness is key to successful business relationships in Vietnam:

• English is spoken widely in major cities but less so in provincial areas.
• Decision-making tends to be hierarchical and relationship-driven.
• Building trust and long-term rapport is essential for local success.

Although there are indeed challenges in Vietnam related mainly to changing regulations, administrative processes and market maturity, the right strategy and local know-how help deal with localized issues. Partnering with experienced corporate service providers can help investors navigate Vietnam’s evolving landscape effectively.

Yes, Vietnam is a good place to start a business, especially for foreign investors seeking to benefit from Southeast Asia’s ongoing economic growth. With its economic dynamism, central location, cost-effective and vibrant workforce combined with favourable government policies, the ROI potential is enormous to both Entrepreneurs and MNCs. Why Vietnam is a suitable location as per the key factors to be noticed is succinctly listed as under:

• Strong Economic Growth: Consistent GDP growth averaging 6-7% annually.
• Strategic Location: Gateway to ASEAN markets and close proximity to China.
• Young and Skilled Workforce: Over 60% of the population is under 35, with competitive labor costs.
• Favorable Government Policies: Incentives include tax breaks and the allowance of 100% foreign ownership in most sectors; some industries may still require additional approvals or local partnerships.
• Booming Industry Sectors: Significant opportunities in manufacturing, IT, renewable energy, agriculture, and e-commerce.

In summary, international entrepreneurs and investors should look at Vietnam as having the potential to be a very good place to do business if well planned and executed through the right strategic partnerships. Investors should also be mindful of regulatory complexities, licensing timelines, and the importance of understanding local business culture.

When you are registering a company in Vietnam, there are some essential points to note, specifically for foreign investors. Below is a professional overview of the process, tailored to those considering business incorporation in Vietnam:

1. Choose the Right Business Structure

Vietnam offers several types of legal entities. The most common are:

• Limited Liability Company (LLC) – Ideal for small-to-medium enterprises.
• Joint Stock Company (JSC) – Suitable for larger enterprises with multiple shareholders.
• Representative Office – Allows for market research but not commercial activities.
• Branch Office – Available in specific regulated sectors (e.g., banking, insurance, law) and subject to strict licensing requirements..

For foreign investors, an LLC with 100% foreign ownership or a joint venture with a Vietnamese partner is common.

2. Reserve the Company Name

• The name must be unique and not infringe on existing trademarks. You should verify name availability via the National Business Registration Portal before proceeding.
• It must be in Latin script and comply with naming regulations.

3. Prepare the Required Documents

The documentation varies depending on the business structure and foreign ownership but typically includes:

• Investment Registration Certificate (IRC) – for foreign-invested enterprises.
• Enterprise Registration Certificate (ERC) – for the legal existence of the company.
• Charter of the company (similar to Articles of Association).
• Personal documents of investors (passport, business license, financial capacity proof).
• Lease agreement for the company’s registered office in Vietnam.

4. Apply for the Investment Registration Certificate (IRC)

Foreign investors are required to complete and submit it to the Department of Planning and Investment (DPI). It will take 10 to 15 working days if all the docs are right.

Note: IRC is required for foreign-invested enterprises unless the ownership or project falls within exceptions under Decree 31/2021/NĐ-CP.

5. Apply for the Enterprise Registration Certificate (ERC)

Once you have the IRC, you can apply for the ERC, which legally establishes your business. Processing time is about 5–7 working days.

6. Post-Registration Compliance

After receiving the ERC, you must:

• Make a company seal and register it with the business registration office.
• Register the tax code and obtain an e-invoice system.
• Open a corporate bank account in Vietnam.
• Contribute charter capital within 90 days from the ERC issuance.
• Register for social insurance (if hiring employees).
• Apply for business licenses (if your business is in conditional sectors like travel, education, logistics, etc.).

Vietnam maintains an open and transparent business registration system managed by the Ministry of Planning and Investment (MPI). If you want to check company registration in Vietnam, follow these steps:

1. Access the National Business Registration Portal

• Visit the official website: https://dangkykinhdoanh.gov.vn
• This is the Vietnam National Business Registration Portal, managed by the Business Registration Authority under the MPI.

2. Search for the Company

• Use the search bar (“Tìm kiếm”) on the homepage.
• You can search by:
• Company name (in Vietnamese or English). For more accurate results, especially when searching by company name, it's recommended to use the official Vietnamese name with proper diacritics.
• Business registration number (Mã số doanh nghiệp)
• Tax code (Mã số thuế)

3. Review Company Details

Once the company appears in the search results, click on the listing to view:

• Legal name of the business
• Business registration number
• Tax code
• Legal representative(s)
• Registered office address
• Date of incorporation
• Business activities

Note: For legal or due diligence purposes, always request certified copies of registration documents from the company or through a legal representative.

4. Use the GDT Portal for Tax Information (Optional)

• For additional tax status verification, visit the General Department of Taxation’s website: https://tracuunnt.gdt.gov.vn
• This allows checking the tax code and whether the company is active in tax filings.

Depending on the nature of your business you may or may not need a special licenses.

For example if you consider the case of any un-conditional businesses such as general consultancy, no special license is required. On the other hand any sort of food or cosmetics related business, though unconditional may require some special licenses. For example a whole sale food import business will require a food import license issued by the ministry of health. A similar license is required to setup and operate a restaurant or food processing facility.

In the case of conditional business, most of these require additional licenses. For example investors looking to setup up educational institutions, require a special education license from the department of education. Retail trading also requires a special retail trading license issued by the department of industry and trade.

It should be noted that for both conditional as well as unconditional business, these special licenses can only be obtained after an investment registration certification and enterprise registration certificate have been issued. A good rule of thumb is to examine the licensing laws for a particular business in your own country along with the required criteria. Generally something of a similar nature will be applicable in Vietnam.

One IBC as an experienced consultant can advise and assist in procuring these additional licenses. Furthermore in certain cases where the investor may not be able to meet certain conditions, we can suggest practical solutions or workarounds to overcome the more stringent requirements.

Read more: 

• Open bank account in Vietnam
• Vietnam company formation

The next step after an enterprise registration certificate has been issued is opening up of a company bank account, transferring in the charter capital and registering the tax code with the tax department.

If you do not have an address to register your entity, One IBC will provide you with a legal address for a competitive price. Alternatively you can use any of the many virtual office services in Ho Chi Minh City.