PROCESS FOR INCORPORATION IN 2025

1. What is company formation?

Company establishment is a legal procedure carried out by the owner/member/shareholder of the company to obtain a Certificate of Business Registration from the competent authority. Company establishment helps to make business activities legal.  

The process of establishing a company is complicated, requiring a lot of knowledge about law, tax as well as business management. The establishment of a company must comply with the provisions of the law and follow the correct procedures to ensure the legality and effective business operations of the company.

2. When should a company be established?

Reasons to set up a company:

Legality:

• Establishing a company will help business activities take place legally according to the provisions of Vietnamese law;

• The company has legal status to sign contracts and transactions and is legally responsible for its activities.

Increase capital mobilization capacity:

• A company can raise capital in many different forms as prescribed by law: raising capital from investors contributing capital to the company, issuing shares, bonds, etc.

Create a professional working environment:

• The company has a clear organizational structure and ISO standard working processes, thereby creating a professional working environment and promoting business productivity and efficiency;

• Easily control and manage internal company situation.

Create trust for customers:

• Incorporation increases transparency and trust with customers and partners. Companies often have strict reporting and auditing systems to ensure transparency and customer trust.

In addition, when establishing a company/enterprise, it can enjoy incentives on taxes, land use rights, etc. if the enterprise operates in a business field that is preferential according to the provisions of Vietnamese law.

Reasons to set up a company

 

3. Conditions for establishing a company

1. Choose the type of business

Currently there are 05 types of enterprises including:

• One member LLC;

• Limited liability company with 2 or more members;

• Joint Stock Company;

• Partnership;

• Private enterprise.

Sole proprietorship is also a popular business model today, suitable for small-scale businesses such as cafes, restaurants, grocery stores, etc.

2. Company Name

Certain principles when naming a business according to the law:

• The company name must be written in Vietnamese, can be accompanied by numbers and symbols, must be pronounceable and have at least 2 of the following elements: "business type + proper name"

• Do not use a name that is similar to existing companies or that causes confusion.

• The company name can be in a foreign language or an abbreviation.

• Do not use symbols or words that violate cultural traditions, history, ethics and national customs.

• Do not use the names of state agencies, political organizations, social organizations, or people's armed forces units as part of the proper name or the entire name of an enterprise, except with the approval of that agency, unit, or organization.

 

3. Business headquarters

“The head office of a business is the contact and transaction location of the business.”

Business headquarters must meet the following conditions:

• Must be in Vietnam territory.

• Have a specific address including house number, street name (alley)/ commune, ward, town, district, provincial city, province, centrally run city.

• If the business headquarters does not have a house number or street name, the business registration application must be accompanied by a confirmation from the local authority that the address does not have a house number or street name.

• Headquarters cannot be located in apartments or collective housing.

4. Business registration industry

Enterprises have the right to do business in any industry according to the law. However, enterprises need to meet the conditions for conditional business industries.

For example: For the tourism business: after having a Business Registration Certificate, the enterprise must continue to apply for a Travel Business License (domestic or international) with deposit requirements. The enterprise must ensure that this condition is maintained throughout its operation.

5. Charter capital

For business lines that do not require statutory capital, the law does not stipulate a minimum capital level but will depend on the actual size of the enterprise.

For business lines requiring statutory capital, enterprises must declare a minimum charter capital equal to the level prescribed for that business line.

The law does not prescribe a maximum charter capital.

In fact, enterprises do not have to prove this capital, but legally, the registered capital is the basis for enterprises to commit to paying debts. In Circular No. 42/2003/TT-BTC of the Ministry of Finance, it is stipulated that from 2017, enterprises pay business license tax based on the company's charter capital. Specifically:

• Enterprise capital over 10 billion VND: Business license tax payable is 3 million VND/year.

• Business capital from 10 billion or less: Business license tax is about 2 million VND/year.

6. Legal representative

Legal representative is stipulated in Article 12 of the Enterprise Law 2020, accordingly: 

The legal representative of an enterprise is an individual who represents the enterprise in exercising the rights and obligations arising from the enterprise's transactions, represents the enterprise as a person requesting settlement of civil matters, plaintiff, defendant, person with related rights and obligations before the Arbitration, Court and other rights and obligations as prescribed by law.

• The legal representative must be an individual, 18 years of age or older, with full civil capacity. The legal representative of an enterprise does not necessarily have to be a capital contributor in the company.

• The legal representative of an enterprise can be Vietnamese or a foreigner. The company charter stipulates the specific number, management positions, rights and obligations of the enterprise's representatives.

• The legal representative positions include: Chairman of the Board of Directors, Chairman of the Company, Chairman of the Board of Members, General Director, Director and other management positions as prescribed in the company charter.

• If the enterprise hires a legal representative, there must be an additional labor contract and appointment decision.

• A limited liability company or joint stock company may have one or more legal representatives.

Conditions for establishing a business

4. Company establishment profile 

Depending on the type of business, there will be different documents, but basically include the following types of documents:

• Business registration application; 

• Company charter (full signatures of the participants in establishing the enterprise );

• List of members for a limited liability company with 2 or more members. List of founding shareholders for a joint stock company; 

• Valid copies of personal identification documents of members/shareholders contributing capital;

• Investment registration certificate (if the company has foreign capital contribution);

• In case the company has capital contributed by foreign shareholders/members, a valid Investment Registration Certificate is required;

• Authorization letter for the person directly submitting the application (if any);

• Additional documents in case the shareholder/capital contributing member is an organization:

+ In case the capital contributing member is a domestic organization, it is necessary to submit the Decision on establishment/Certificate of Business Registration or other equivalent documents and a valid copy of the personal identification card of the authorized representative managing the capital contribution, and the authorization document of the owner for the authorized person.

+ In case the capital contributing member is a foreign organization, it is necessary to prepare additional documents similar to the case of a domestic organization, but they must be consularized.

The most complete business establishment profile

5. Process and procedures for company establishment 

According to the provisions of the Enterprise Law 2020 (Current Law), the process of establishing a company for most types of enterprises includes the following stages:

Phase 1: Prepare necessary information to establish a business

Before drafting documents to establish a new company, the business owner and members need to agree on basic information about the company they want to establish:

• Company type;

• Company name;

• Business lines;

• Head office address;

• Legal representative;

• Charter capital and capital contribution ratio.

Phase 2: Drafting documents to establish a company/enterprise

After preparing the necessary information, the enterprise proceeds to draft and prepare the documents according to the regulations as instructed above.

Procedures for establishing a limited liability company

Phase 3: Submit company establishment documents and publish announcement

After preparing the application, you submit it online at the National Business Registration Portal along with payment of the fee or submit it directly to the Department of Planning and Investment. 

After 03 working days from the date the application is received, the Business Registration Office will review the application and return the result:

• Valid documents: Issuance of Business Registration Certificate

• Invalid profile: issue notice with instructions for modification

 The agency receiving the application will post the notice on your behalf if you have paid the notice posting fee.

Company registration procedures

Phase 4: Procedures after completing company registration

After having the Certificate of Business Registration and seal, according to the provisions of Article 8 of the Law on Enterprises, enterprises operating in non-conditional business lines can conduct business activities and perform the following tasks:

Seal engraving

Enterprises decide on the seal model and number of seals, including: legal seal and title seal.

The stamp making unit will advise on stamp design and information required on the stamp.

After having a seal, the enterprise can manage its own seal and does not need to carry out the procedure of notifying the seal sample to the National Enterprise Information Portal.

Make a legal seal to establish a business

Hang a sign at the company headquarters address.

Enterprises must hang a signboard at the company headquarters. The signboard must include full information such as: company name, address, phone number, tax code, etc. in accordance with the content on the Business Registration Certificate. The signboard must be placed continuously at the company headquarters from the time the company is established until the company carries out procedures to change address or dissolve.

Fine from 10,000,000 VND to 15,000,000 VND for not displaying the business name at the head office.

Register digital signature

Digital signature is the signature of the enterprise in the form of a USB to perform operations and transactions online instead of the signature and seal of the legal representative of the enterprise.

Digital signatures are commonly used in cases such as:

• Sign electronic invoices

• Sign tax return electronically

• Sign electronic contracts

Register for a bank account

To conduct transactions, a business needs to open a bank account and notify this account to the Business Registration System. A business can have multiple account numbers.

When opening a bank account, businesses need to prepare:

• 01 notarized copy of Business Registration Certificate;

• Notarized copy of legal representative's personal identification documents

• Decision to appoint an accountant and notarized copy of the accountant's personal identification documents (in case the company already has an accountant).

Open an account and notify the account to the business registration system

Declare and pay business tax

According to regulations, enterprises must declare and pay business license tax no later than the last day of the month in which they start business operations, or in case the enterprise has not yet started production or business activities, the deadline for submitting the business license tax declaration is no later than 30 days from the date of receiving the Business Registration Certificate.

HOWEVER , according to Decree 22/2020/ND-CP effective from February 25, 2020, newly established organizations (granted new business codes, new tax codes) after February 25, 2020 will be exempted from business license fees in the first year of establishment or production and business activities (from January 1 to December 31). Therefore, enterprises only need to submit a business license fee declaration with an amount of 0 VND in the first year of establishment.

Regulations on the level of payment of business license fees:

Charter capital	Closing level
From 10 billion and up	3,000,000 VND / year
Under 10 billion	2,000,000 VND / year
Representative office, business location, branch	1,000,000 VND / year

 

Purchase and issue electronic invoices

According to current regulations, the use of electronic invoices is mandatory for businesses. After selecting a supplier, the business shall notify the tax authority of invoice issuance.

Apply for a license to qualify for conditional business lines

For conditional business lines , after obtaining the Business Registration Certificate, the enterprise continues to complete the sub-licenses according to the requirements of each business line.

For example: 

• For pharmaceutical business: License to qualify for pharmaceutical business; Practice certificate; …

• For printing industry: Printing industry operating license

• For security service business: Certificate of eligibility for security and order..

Certificate of business registration for conditional business lines.

 

6. Why should you choose a reputable unit to carry out company establishment procedures?

Currently, there are many units providing company establishment services with different quality and prices. The reason you should choose a reputable unit to establish your company is because: 

• Advise businesses on all issues arising during establishment and throughout the business operation process.

• A reputable law firm will help businesses avoid problems, even being disciplined for not performing their obligations properly or sometimes not understanding the regulations. 

• A reputable unit always publicly discloses clear costs to help businesses avoid unnecessary expenses.

• When using the services of a reputable law firm, customers are also supported with free legal advice on other areas related to business operations, ensuring maximum customer benefits.

Choose a reputable unit to carry out business registration procedures

7. Prestigious and quality full-package company establishment service

To save time, costs and ensure work efficiency, as well as limit possible risks, please refer to the full company establishment service at HLA with attractive incentives:

• Get your license fast, in just 3 business days.

• Help you avoid the risk of violations when doing administrative procedures.

• The company establishment service fee is only from 1,500,000 VND, cheaper than when you register yourself because HLA has negotiated with the supplier about the price of signature, seal, invoice...

• In addition, you will also be advised on how to name your company professionally and in accordance with regulations; how to choose a business type to facilitate future operations; and advice on appropriate charter capital levels to help increase business value.

• Answer all customer questions related to company establishment and business activities and many other benefits.

 

8. Some frequently asked questions about company establishment procedures

How to establish a company . Below are questions that consulting lawyers often encounter during the process of consulting on business establishment .

Do I need a degree to start a company?

No. A degree is not required to establish a company. However, for some specialized professions that require a degree, it is necessary to supplement it after obtaining a Business License to be eligible to operate.

Is permanent residence required when establishing a company?

The establishment of a company does not depend on the permanent residence of the founder, but the business owner can establish a company in any province if there is a need to do business in that province.

How much capital is needed to set up a company?

According to the current Enterprise Law, capital declaration is the right of enterprises. Enterprises declare themselves and are responsible for their capital.

However, for industries that require legal capital, enterprises need to declare a minimum charter capital equal to the level prescribed for that industry . Enterprises do not need to prove it but only need to ensure responsibility for the declared capital according to the regulations of some specific industries.

Can the company headquarters be located in an apartment building?

According to current law, apartments and collective houses with residential functions are not allowed to be registered as company headquarters, as well as the address of a company's branch, business location, or representative office.

How much does it cost to set up a company?

Types of company establishment costs include:

• Business registration application fee: 100,000/application

• Seal engraving: 350,000-450,000

• Sign: 250,000

• Digital signature: depending on the supplier, ranges from 900,000 - 1,300,000 (1-year contract)

• Electronic invoice: depending on the supplier, ranges from 350,000 - 650,000 (300 invoice numbers)