Incorporation in Vietnam is generally considered a lengthy and bureaucratic process.
Step 1: Check the proposed company name; obtain a business registration certificate as well as a tax registration certificate from the local business registration office under the Department of Planning and Investment
The first step in the incorporation of a Vietnamese entity is to submit the relevant documents in accordance with Government Decree 43/2010/ND-CP (15 April 2010) on enterprise registration, as amended by Government Decree 05/2013/ND-CP (9 January 2013) (“Decree 43”). Provided the application file for enterprise registration fully satisfies the conditions for issuance of an enterprise registration certificate, information about that file shall be transferred to the database of the Department General of Taxation (Ministry of Finance). The Department General of Taxation will then create a unique enterprise code number and transfer it to the national database within two working days from the date of receipt of information from the national database of information. The provincial business registration office will then issue it to the enterprise. This code number is both the business registration code number and the tax code number of that enterprise (Article 8 of Decree 43).
Agency: Department of Planning & Investment
Time: 14 days
Cost: VND 200,000
Step 2) Make a company seal
The company obtains a company seal from a seal maker.
Agency: Sealmaker
Time: 8 days
Cost: VND 165,000 – VND 370,000 for bronze seal
Step 3) Registration of the seal-sample at the Police Department
In Vietnam, most business transaction documents must be signed and stamped in order to be considered valid and legal. When registering the seal at the police division, the company representative also has to lodge a copy of the enterprise’s Business and Tax Registration Certificate and also present his or her identity card.
Agency: Local Police Office
Time: 1 day
Cost: VND 50,000
Step 4) Open a bank account
It is worth noting that the minimum deposit to open an account differs by bank. To open the account, applicant will require a bank- issued application form, the company seal, the company’s business registration certificate, and the resolution of the management board on the authorised signatures.
Agency: Bank
Time: 1 day
Cost: No charge
Step 5) Publish the registration contents on the National Business Registration Portal (NBRP)
Under Decree No. 05/2013/NĐ-CP dated 09/01/2013, enterprises are required to post their registration contents on the National Business Registration Portal (NBRP)within 30 working days since the date of the establishment or the amendment registration.
They are also required to pay a publication fee of VND 300,000 as per Circular No. 106/2013/TT-BTC of the Ministry of Finance dated August 9, 2013.
Agency: National Business Registration Portal (NBRP)
Time: 5 days
Cost: VND 300,000
Step 6) Pay business license tax
The business license tax is paid to the tax authority where the enterprise registers its tax reports or through designated commercial banks. This is an annual tax and is paid in the first month of the enterprise’s operating year and in the month it obtains its tax registration certificate and tax code. Companies established during the first 6 months of the year are required to pay the entire annual business license tax and 50% if established in the second half of the year.
Agency: Tax office or commercial bank
Time: 1 day
Cost: VND 1,000,000
Step 7) Buy pre-printed VAT invoices from the Municipal Taxation Department or obtain and print self-printed VAT invoices
All companies are required to use self-printed VAT invoices from 1 January 2011. As such, a newly established enterprise is required to order its VAT Invoice Books from a publisher and register the circulation of its VAT Invoices with the Municipal Taxation Department.
To register for self-printing, the company founders must submit a standard-form along with (a) a sample of the company’s self-printed invoice, including all statutory details; (b) a map showing the location of the company’s office or copy of the lease contract if the premises are leased, certified by the ward commune people’s committee; (c) the general director’s identification card; (d) a copy of the business registration certificate; and (e) and the tax registration certificate as well as a copy.
Agency: Municipal Taxation Department
Time: 10 days
Cost: about VND 200,000 per book
Step 8) Register with the local labour office to declare use of labour (Municipal Department for Labour, Invalids and Social Affairs).
Within 30 days of starting operations, the employer must register all employees and their qualifications with the Labour Office.
Agency: Municipal Department for Labour
Time: 1 day
Cost: no charge
Step 9) Register employees with the Social Insurance Fund for the payment of health insurance and social insurance.
All employees who have contracts for 3 months or longer must be registered with the Social Insurance Fund. The employer must complete a form provided by the Hanoi Social Insurance along with the following information: the employee name and date of birth, salary (as stated in the labour contract), the social insurance book serial number (for employees already issued with those books), a certified copy of the company’s business registration certificate, and a copy of each labour contract.
The Social Insurance Office will issue an insurance registration book for each new employee that was not issued such book by the previous employer within 30 days of receipt of the application. Health insurance certificates are issued during the first month of the year.
Agency: Social Insurance Fund
Time: 1 day, simultaneous with previous procedure
Cost: no charge
Step 10) Registration for trade union with Vietnam General Confederation of Labour
The employer must register with the local trade union or industry trade union (as defined below) no later than 6 months from the date it starts operations.
The term “trade union” includes (a) provincial or municipal-level confederations of labour under the Vietnam General Confederation of Labour; (b) central-level industry trade unions; (c) trade unions of corporations under the Vietnam General Confederation of Labour; (d) confederations of labour of districts, towns, and provincial cities; (e) local-level industry trade unions, (f) trade unions of processing zones, industrial zones, and high-tech zones; (f) trade unions of corporations; and (g) superior trade unions of other establishments. These trade unions are responsible for establishing a trade union for the company, according to the provisions of the Labour Code, the Law on Trade Unions, and the Charter of the Trade Union of Vietnam, to represent and protect the lawful and legitimate rights and interests of the employees and the labor collective.
If a company trade union is not established within 6 months, the superior trade union shall appoint a provisional executive committee of the trade union.
Agency: Confederation of Labour
Time: 7 days
Cost: no charge
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