Question: Please explain us how to incorporate Ltd. company in Vietnam.
Price and term?
Shareholders will be non residents of Vietnam.
Do you have nominal Vietnam shareholder of Director?
Is this possible to have non-resident Director ?
Tax regime?
What about currency exchange regulation?
Business is import of cosmetics to Vietnam.
Also we need to understand the procedure of dissolution. Price and term?
Answer: SBLAW would like to advise you as follows:
1) About incorporating a company limited in Vietnam: this process shall include 2 steps
- Step 1: You must obtain a Certificate of Investment Registration from Provincial Department of Planning and Investment of the province/city that you intend to register head office;
- Step 2: After obtaining the Certificate of Investment Registration, you must get Certificate of Business registration at Department of Planning and Investment of the Province/City that you intend to register head office.
The total time shall be about 25 working days from submission of required application to competent authority.
2) About the appearance of Shareholders in Vietnam: Vietnamese Law does not require Shareholders of foreign invested capital company to reside in Vietnam.
3) About nominal Vietnam shareholder of Director: we regret that we do not provide this service.
4) About non-resident Director: Under the Law on Enterprise 2014 of Vietnam
- A company limited may have one or multiple legal representative; and
- There must always be at least one legal representative that resides in Vietnam. If the company has only one legal representative, such person must reside in Vietnam, in case of absent in Vietnam, such person have to authorizes another person in writing to perform the legal representative's rights and obligations.
5) About tax regime: A company limited in Vietnam that operate in comestic and BAA trade have to pay some kind of taxes as follows:
- License Tax: the license tax levels shall be paid base on the basis of your company's registered capital;
- Corporate Income Tax: 20% of profit
- Value-Added Tax: 0-10%
- Import Duty: Depending on originin of goods and HS code of goods
- Personal Income Tax: From 5-30% (progressive tax rate)
6) About currency exchange regulation:
- Foreign investors are eligible to contribute their invested capital in foreign currency or Vietnamese dong; and
- In order to perform the foreign direct investment activities in Vietnam, foreign investment entities are entitled to open their foreign currency and Vietnamese account of direct investment at 1 authorized banks for the purpose of their receipt and expenditure transactions.
7) About the procedure of dissolution:
- The Company carries out the closing procedure of Tax code at the competent Tax Department;
- Implementation of the notification procedure for dissolution at The Planning and Investment Department after all debts (include: Unpaid salaries, severance pay, social insurance, Tax debts, etc.) and dissolution costs are paid.
8) About the costs of our services: Our services fee shall be considered and announced after receiving the implementation requests and fully information from you.
