Limited Liability Company registration in Vietnam

It must not contain sensitive words that imply criminal activity or contradict to the standards of public morality. The words such as “Assurance”, “Bank” and “Insurance”, are the subject of licensing.

The name of the company may not create any associations with the governmental bodies, agencies and departments.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It may be written in any letters and contain the abbreviation “L.L.C” or “LLC.” which means limited liability.

Vietnam LLC is required to have a registered office address in Vietnam.

One director is the minimum required. There is no requirement for them to be locals but there is a requirement to hold the meetings of the directors within the territory Vietnam.

Corporate persons cannot become directors neither the shareholders. The directors’ details are registered on the public record and can be accessed by the public.

The appointment of a secretary is not mandatory, but optional.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate persons can become shareholders. There is no requirement regarding the place of the shareholders’ meetings, but it should be held not be less than 1 year.

The director and shareholder cannot be the same person. The shareholders’ details are registered on the public record and can be accessed by the public.

The beneficial owners’ details are registered on the public record according to the requirements of legislation.

The owners of Limited Liability Company are free to determine any amount as the authorized capital at incorporation and it can be denominated in any currency, though the US Dollar is mostly preferred and the amount equivalent to $10.000 USD is suggested. The authorized capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

A Vietnam LLC cannot issue the shares instead the part of each shareholder is determined as proportion of its contribution to the share capital of the company.

There is no requirement to have the authorized capital of the company fully paid up. Moreover, there is no any minimum requirements for the paid-up capital.

The incorporation period in Vietnam may be 3-6 days.

Ready-made but unused LLCs are available in Vietnam, in case you are in need of a quicker incorporation process.

Vietnam legislation does not contain any requirements regarding the economic substance of the Limited Liability Companies. This means that the company is not required to have premises,an adequate number of employees and number of expenditures to support its activity in Vietnam. A Limited Liability Company must have an address within the territory of Vietnam that will be registered as the company’s address.

A Limited Liability Company incorporated in Vietnam is obliged to prepare and file accounting records. Also, a tax return should be filed to the tax authorities. Certain companies with a certain turnover should have their accounting records to be audited.

The corporate tax rate in Vietnam is 20%. Vietnam has a big number of double tax avoidance treaties with various countries from all over the world. Dividends, royalties, interest tax rates are 5%, 5%, 10% respectively. The VAT tax rate is 10% but in certain cases can be reduced to 5 and 0%. All companies that are carrying out trade activity with respect to the taxable goods and services in Vietnam must register for VAT purposes.