Vietnam Company Registration Procedures and Fees

 Vietnam Company Registration Procedures and Fees

Unless otherwise indicated, the Vietnam Company stated in this quotation refers to a Trading (Wholesale) Company formed and incorporated in Ho Chi Minh City or Hanoi City in accordance with the Law On Investment in Vietnam.

Summary

Our fees for the establishment of a Trading (wholesale) company in Vietnam Ho Chi Minh City or Hanoi City is USD 8,500. The fees quoted included Kaizen service fees, Vietnam registered address for one year, the local agent service fee for one year and the official registration fee. In short, this quotation included all the costs necessary to set up a company in Vietnam. For details, please refer to Section 1 of this quotation.

For the incorporation of a Vietnam Company, client shall provide the identification documents and address proof of each shareholder and director, the proposed registered capital, the capital allocation of shareholders (if more than one shareholder), the registered address (If provided by client), the official financial proof of the investor and the main business scope and business model of the Vietnam Company. The required materials are detailed in Section 5 of this quotation.

In general, the registration of the company in Vietnam for the foreign investor which conducting the business activities approved by the government, the processing time will take about 60 to 80 working days. The Vietnam National Business Registry may acquire further review according to the identity of the investor and the business activities conducted. This may lead the registration time to extend.

The fees quoted are applicable to the business which does not require an additional license or permit. If the business to be carried out by the Vietnam Company requires an extra license or permits, Kaizen could assist to apply for such license or permit and the fees will be quoted upon request.
1. Services Fee for the Registration of Vietnam Company

Our fees for the registration of Vietnam Company is USD 8,500, it is limited to the registered capital not more than USD 100,000 and without special license or permit. The service items are listed below.

(1) Registration and Related Services

(a) Preliminary check of intended name.
(b) Pay for the official registration fee.
(c) Preparation of the registration documents and the application form.
(d) Handling the Investment Registration Certificate (IRC).
(e) Handling the Enterprise Registration Certificate (ERC).
(f) Handling for the tax registration.
(g) Handling for the import and export license.
(h) Preparation of the company kit, including the company stamp, the register of shareholders, register of director, etc.

(2) Registered Address

In order to meet the requirements of the Law On Investment in Vietnam, Kaizen could provide the registered address for a year to client. The registered address is located in Ho Chi Minh City. The registered address included collection the letter from the government, bank and commercial letter. For the forwarding of letter received, the courier fee will be charged by freight collect or reimburse by the actual fee.

(3) Bank Account Opening

Kaizen could assist client to open a bank account in Vietnam for client’s Vietnam Company. In order to meet the requirement of bank regarding the due diligence form “Know Your Customer”, client shall arrange at least one director to meet the bank officer. Kaizen role is limited to provide assistant, including preparing bank account opening documents and making appointments with the bank. The bank has the right to decide whether to approve the client’s account opening application, and whether the account opening is successful or not, Kaizen does not assume any responsibility. Please be noted that the registered capital of the Vietnam Company shall remit to the company bank account within 90 days after receiving the Investment Registration Certificate (IRC) of the Vietnam Company. There will be a fine if clients do not remit the registered capital with time limited.

The quotation above includes the government official registration fee during the registration of the company. The courier fee and the translation fee are excluded. Since the company documents of the Vietnam Company are in Vietnamese language if clients need the documents to be translated in Chinese and English language, Kaizen could provide the translation service, and the fee will be quoted upon request.
2. Optional Services

Note 1: It is recommended to purchase the VAT invoices for a period of three years. This fee does not include the license tax and the cost of purchasing the tax declaration equipment.
Note 2: The company documents of the Vietnam Company are in Vietnamese language, if clients need the documents to be translated in Chinese and English language, Kaizen could provide the translation service, and the fee will be quoted upon request.

3. Payment Term and Payment Methods

Upon received the order form, Kaizen will require full payment in advance. Kaizen currently accepts Hong Kong Dollar check, cash or TT and credit card through PayPal.

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged. If payment is made by PayPal, an additional 5% of handling fee will be charged.

4. Basic Structure for the Vietnam Company

(1) Consists of at least one shareholder and a director. The number of shareholders shall not exceed 50 persons.
(2) The shareholder could be the legal person or a natural person. As the foreign investor conducting the business activities approved by the government, there is no restrictions on the nationality of shareholders. If special industry is involved, shall appoint a local resident or a foreigner holding a Vietnam resident card to act as the legal representative, director or shareholder.
(3) The director could be the legal person or a natural person. There is no restriction on the nationality of the director, and they do not need to reside in Vietnam.
(4) The Vietnam Company shall have a registered address in Vietnam.
(5) There is no limit for the registered capital of the Vietnam Company. It is recommended to set the registered capital at USD 100,000.
5. Procedures with time frame for the registration of the Vietnam Company

Under normal circumstances, for the company do not require to apply for a special license, the registration of Vietnam Company takes around 60 to 80 working days. The specific registration time depends on the schedule of client to provide the documents required and the approval time by the Vietnam National Business Registry.

6. Required Documents and Materials

(1) Please provide 2 to 3 English names for the Vietnam Company, the company name cannot be Chinese.
(2) The passport copies of the shareholder and the address proof document (such as utility bill, telephone bill or bank statement); If the shareholder is a legal person, the following documents shall be provided:
(a) Company Registration Certificate.
(b) Articles of Association.
(c) The latest Annual Return form, or the Certificate of Incumbency issued within 6 months (or other related relevant documents).
(d) The latest register of shareholder and the register of director.
(e) The passport copies and the address proof document (such as utility bill, telephone bill or bank statement) of the legal representative.
(3) The passport copies of the director and the address proof document (such as utility bill, telephone bill or bank statement)
(4) The official financial proof of the shareholder (the certificate of account balance), the certificate of account balance shall greater than the capital to be invested in Vietnam, to proof that investor has the ability to establish a new company. Therefore, Kaizen suggests client shall provide the certificate of account balance with a balance greater than the registered capital of the company. If the shareholder is a legal person, please provide company registration certificate, register of shareholders, register of directors and the certificate of account balance of the company. The authority has the right to request the latest audit report of the company, or other supplementary documents regarding the company’s financial status, based on the actual situation.
(5) The registered capital of the Vietnam Company. Unless otherwise state, the registered capital will set at USD 100,000.
(6) The basic background information of the company, such as the principal business activity, details of products to be produced and the number of employees expected to be recruited, the location of the suppliers and customers, the expected turnover for the first year, etc.
(7) The proposed fiscal year of the Vietnam Company. Generally, the fiscal year for the Vietnam Company is from January 1st to December 31st, however, if client would like to align the fiscal year of Vietnam Company same as the headquarter, Kaizen could assist to apply to change the fiscal year so that it could align with the headquarter.
(8) Completed “Overseas Company Registration Form” provided by Kaizen.

The identification documents of the shareholders and directors of the Vietnam Company need to certify by the Vietnam Embassy where the investor is located or notarized at the local notary office in Vietnam. The validity of the notarized documents is 3 months from the date of notarization. According to the business nature of the company, the authority has the right to require investors to notarize the investors’ financial proof or the company’s latest audit report or other supplement documents.
7. Certificates and Documents to be returned to Client

Kaizen will return the following documents and materials to client as the proof that the company is duly registered:

(1) The Investment Registration Certificate (IRC) issued by the Vietnam Business Registry.
(2) The Enterprise Registration Certificate (ERC) issued by the Vietnam Business Registry.
(3) Articles of Association.
(4) Tax Registration Certificate.
(5) Import and Export License.
(6) Company Stamp, Register of Shareholders and other documents.

8. Annual Maintenance Fee

In order to let our client understand the cost to maintain a Vietnam Company, Kaizen lists out the maintenance costs incurred by a Vietnam Company each year in the following table.

It shall be noted that the fees listed above are for reference only and the actual cost may be higher than listed.