The procedure for establishing a new company
In order to legally carry out business activities in Vietnam, foreign investors must register their investment with the appropriate licensing authorities. Under the new Law on Investment and Law on Enterprises, foreign investors now go through two steps: i. Obtaining Investment Registration Certificate (IRC), and ii. Obtaining Enterprise Registration Certificate (ERC).
Procedures for New Company Set-up
| STEP 1 | STEP 2 | STEP 3 | |
| Location Selection | IRC Application | ERC Application | Public Notification |
| Depend | 15 days | 3 days | 5 – 7 days |
Procedures for Branch, Representative Office Set-up
| STEP 1 | STEP 2 | STEP 3 | STEP 4 |
| Location Selection | RO/Branch License Application | Seal/Tax ID Registration | Public Notification |
| Depend | 7 days | 5 – 7 days | 5 – 7 days |
Relevant Licensing Authorities
| CERTIFICATE | IRC | ERC |
| Projects located inside industrial zones, export processing zones, high-tech zones and economic zones | Provinccial Management Board of Industrial / Economic Zones | Provincial Department of Planning and Investment |
| Projects located outside industrial zones, export processing zones, high-tech zones and economic zones | Provincial Department of Planning and Investment |
Liquidation and Closing Business
The termination, liquidation, or dissolution, of an enterprise shall be occur in the following circumstances:
- The operation period in the company’s charter expires without a decision on extension.
- The dissolution is decided by owners/ general partners/ board of members/ shareholders.
- Failure to maintain minimum required number of members for 6 consecutive months without business conversion.
- Business Registration Certificate is revoked.
The company shall be dissolved only when all debts and liabilities are settled and the company is not involved in any dispute at a court or arbitration body. The liquidation procedures generally take 6-12 months, which normally involve a final tax audit as part of the process.
The company shall be dissolved only when all debts and liabilities are settled and the company is not involved in any dispute at a court or arbitration body. The liquidation procedures generally take 6-12 months, which normally involve a final tax audit as part of the process.
| STEP 1 | STEP 2 | STEP 3 |
| Notification of dissolution decision | Tax finalization/ Tax audit and Tax code cancellation | Submit dissolution dossiers and Return IRC/ ERC |
| Business Registration Authority
Tax Authority National Business Registration Portal Employees |
Tax Authority | Business Registration Authority |
| 7 days from approval date | 2-3 months | 5 days from debt clearance date |
