Company registration service in Vietnam, Ho Chi Minh City (2026)

18/08/2020

DISSOLUTION OF A FOREIGN-OWNED COMPANY IN VIETNAM

Under the enterprise laws of Vietnam, a company facing difficulties may file a request for suspension in a certain period of time. If business activities cannot be resumed afterwards, it must be sold to another owner or subject to dissolution.

Where there is no choice but to dissolve the company, the owners must also experience many complicated administrative procedures along with language barrier. Understanding such concerns, ALB & Partners Law Firm is ready to assist investors with this kind of service in a quick and cost-effective manner.

I. CASES & CONDITIONS OF COMPANY DISSOLUTION

1.CASES OF COMPANY DISSOLUTION

According to the Article 201 of the Law on Enterprise 2014, a company can be dissolved in the following cases:

a) The operational period written in the company’s charter expires without a decision on extension of its owner;

b) The dissolution is decided by the owner of a sole proprietorship, by all general partners of the partnership, by the Board of members or owner of a limited liability company, or General Meeting of Shareholders of a joint-stock company;

c) The company fails to maintain the minimum number of members prescribed by this Law for 06 consecutive months without following procedures for business conversion;

d) The Certificate of Business registration is revoked.

2. CONDITIONS FOR COMPANY DISSOLUTION

A company shall only be dissolved if:

- All of its debts and liabilities can be settled; and
- The company is not involved in any dispute at a court or arbitral tribunal.

II. PROCEDURES FOR COMPANY DISSOLUTION

The following dissolution procedures apply to the case b) at section I.1

Step 1: Termination of investment projects (Applicable to companies required an investment registration certificate)
Within 15 days upon obtaining an approval, a dossier must be drafted and submitted to DPI, including:

 A decision of the Company’s Owner on termination of investment projects;
 A written notification of termination of investment projects;
 An investment Registration Certificate;
 A power of attorney (if any).

Step 2: Notification for dissolution

Within 07 working days from the approval date, the decision on dissolution and minutes of meetings must be sent to:

 The business registration authority;
 Tax authority;
 Company’s employees;

The decision on dissolution shall be posted on National Business Registration Portal, the company’s headquarters, branches, and representative offices.

Step 3: Procedures for fulfillment of tax liability (Notification for tax code closure) at tax authority

The application includes:

 A written request for confirmation of fulfillment of tax obligations regarding to import/export operation at the General Department of Customs (if companies have imports/exports activities);
 An application for closure of the company tax code;
 A written request for confirmation of tax obligations fulfillment;
 A written request for tax finalization;
 A written notification of company dissolution;
 A decision on company dissolution;
 A power of attorney (if any).

Place of submission: The tax authority where the company is located.

Completion time: about 45 working days upon receipt of a valid dossier.

Step 4: Dissolution registration, return of Enterprise Registration Certificate.

Documents required:

 A written notification of company dissolution;
 A report on liquidation of company’s assets;
 A list of creditors and paid debts, including tax and social insurance debts (if any);
 A list of employees after company dissolution;
 A stamp and its certificate (if any);
 An enterprise registration certificate;
 A power of attorney (if any).

Place of submission: Business registration authority.

Completion time: about 180 days as of receipt of dissolution decision in step 2.

Note: If a company was established before July 1st 2015, whose stamp was issued by The Police Authority, it must be returned to the Police. This procedure is not required for a company established after that above-mentioned time.

Should you need further assistance in this company dissolution service, feel free to contact ALB & Partners Law Firm via email: [email protected] or phone: +84 907008722.

29/07/2020

Are you in need of incorporating an immigration service company in Vietnam?

Overseas immigration is becoming more and more popular with Vietnamese people. With extensive experience in obtaining business licenses for investors in Vietnam, ALB & Partners lawyers are fully capable of assisting clients in incorporation of an immigration service company in Vietnam as well as dealing with any other relevant legal issues to ensure their law compliance.

Contact us for more details, via phone: +84 907008722 or emai: [email protected]

15/05/2020

CORPORATE AND INVESTMENT LAW IN VIETNAM.

This is not only the core business but also the strength of ALB & Partners Law Firm.

Our lawyers have considerable skills and experience in providing comprehensive legal services and supports to foreign investors to ensure their full compliance with the law of Vietnam.

On a basis of our commercial sensitivity and considerable expertise, we support our Clients in establishment, operation, management, restructuring, organization and implementation of their business and investment projects in Vietnam. We always seek to understand the nature and desires of each Clients to be able to optimize their benefits and time in each specific case.

ALB & Partners Law Firm offers legal advice and support in the following areas:

- Establishment of Foreign Invested Enterprises; Foreign branches & Representative offices of foreign traders;
- Corporate Compliance & Governance;
- Corporate Restructuring;
- In-house Counsel;
- Joint Venture and Commercial Agreements;
- Ongoing Legal Advice to Foreign Invested Enterprises.

Should you need further legal assistance regarding Enterprise and Investment law, feel free to contact us via email: [email protected] or phone number: (+84) 907 008 722

13/04/2020

OPENING A DIRECT INVESTMENT CAPITAL ACCOUNT AND TRANSFER OF CAPITAL AND PROFITS ABROAD

The State Bank of Vietnam has recently promulgated the Circular No. 06/2019/TT-NHNN guiding foreign exchange management for foreign direct investment in Vietnam, and this Circular takes effect on September 6th, 2019.

Accordingly, this Circular provides instructions on foreign exchange management for foreign direct investment (FDI) in Vietnam, including: capital contribution; opening and use of direct investment accounts in foreign currency and Vietnamese D**g; transfer of money for investment activities; transfer of capital, profits and revenues abroad; transfer of investments capital and projects.

Those who can open and use a DICA are FDI enterprises which foreign investors invest in/or purchase capital contribution or shares, including:

- Foreign-invested enterprises established by setting up economic organizations having Investment Registration Certificates under the Investment Law of Vietnam.

- Enterprises to which foreign investors contribute capital or buy shares from, leading to foreign ownership of 51% of the charter capital or more.

- Enterprises established after being split or merged, leading to foreign ownership rate from 51% of the charter capital or more.

- Newly established enterprises in accordance with specialized laws.

Foreign-invested enterprises must open foreign direct investment capital accounts (in foreign currencies or Vietnam d**g) at licensed banks to conduct transactions related to foreign direct investment activities into Vietnam.

Foreign are allowed to contribute capital in foreign currencies or Vietnamese d**g according to the registered amount of contribution shown on the Investment Registration Certificate, Establishment License or Notice of the foreign investor’s ability to contribute capital or purchase shares/stakes and other documents proving capital contribution of foreign investors complying with the law.

Money for capital contribution by foreign investors must be transferred to the direct investment account.

Transfer of capital, profits and revenues abroad.

They must be transferred abroad through direct investment accounts, specifically:

Reduction of investment capital; transfer of investment projects, termination or liquidation of investment projects, BCC and PPP contracts according to the investment law;
Principal, interest and costs of overseas loan, profits and lawful revenues related to direct investment in Vietnam.

ALB & Partners Law Firm is a professional and reputable law firm specializing in investment and business activities of foreign investors in Vietnam.

For further information on our legal services, please feel free to contact us!

04/04/2020

WHAT TYPE OF COMPANY CAN FOREIGN INVESTORS REGISTER IN VIETNAM?

Foreign investors intending to set up or acquire a company in Vietnam should have good understanding of the types of enterprise, advantages and disadvantages of each type to determine which one to suit their needs and business development orientation.

Below are the types that foreign investors may choose from when doing business in Vietnam under the Enterprise Law 2014.

1. LIMITED LIABILITY COMPANY WITH ONE MEMBER

A limited liability company with one member is an enterprise under the ownership of an organization or individual (hereinafter referred to as the company’s owner); the company’s owner is liable for company’s debts and other liabilities within its charter capital.

This kind of company is suitable for foreign investors who are individuals or organizations wanting to organize a simple company structure, easy to manage and operate. A limited liability should pose less risk to its owner.

2. LIMITED LIABILITY COMPANY WITH TWO OR MORE MEMBERS

A two or more members limited liability company is an enterprise where:

Members are organizations and/or individuals whose number does not exceed 50;

Members are liable for debts and other liabilities of the enterprise up to the value of capital they contribute except for some cases as required by the law.

This type is suitable for foreign investors who want to have a comparatively simple and straightforward governance, management, and operational structure, posing less risk to members.

3. JOINT STOCK COMPANY (CORPORATION)

A joint-stock company is an enterprise of which:

Its charter capital is split into multiple units of equal value called shares;

Shareholders may be organizations and individuals; the minimum quantity of shareholders is 03, and the maximum is not restricted;

Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise;

Shareholders are entitled to transfer their shares to other persons except for some cases as required by the Law.
This type is suitable for foreign investors who want to mobilize large capital, or easily and flexibly to transfer their shares. Shareholders are only responsible for debts and other obligations of the company within their contributed capital. Therefore, the risk level is not high.

4. According to the provisions of Law on Enterprise 2014, foreign investors are currently only allowed to set up companies in Vietnam in accordance with the 3 types of enterprise above-mentioned.

Besides, the law of Vietnam also has kind of private enterprise and partnership, but these types of enterprise only apply to local investors. There have not been specific regulations applicable to foreign investors until now.

ALB & Partners Law Firm is pleased to give legal advice and assist foreign investors to set up business in Vietnam. In addition, we can also help to deal with every legal issue arising during their business operation on a basis of compliance with the law of Vietnam.

For further information on our legal services, please feel free to contact us!

03/04/2020

WHAT IS A JOINT-STOCK COMPANY (CORPORATION)?

A joint-stock company (Corporation) is a form of enterprise established under the provisions of The Enterprise Law of Vietnam. A joint-stock company has its legal status from the issuance date of the Certificate of Business registration.
According to Article 110 of the Enterprise Law 2014, a joint stock company is an enterprise, in which: The charter capital is split into multiple units of equal value called shares. Shareholders may be organizations and individuals. The minimum quantity of shareholders is 03, the maximum quantity is not restricted. Shareholders are only liable for the enterprise’s debts and other liabilities up to the value of capital contributed to the enterprise.

SHARE TRANSFER

Shareholders are entitled to transfer their shares to other persons, except for founding shareholder. Especially, when a joint stock company is listed on the stock market, the transfer of shares of the company is much easier.

Within 03 years from the issuance date of the Certificate of Business registration, founding shareholders may transfer their shares to other founding shareholders; they may transfer their ordinary shares to people other than founding shareholders if approved by the General Meeting of Shareholders. In this case, the transferring shareholders do not have the right to vote on the transfer of such shares.

ORGANIZATIONAL STRUCTURE OF A JOINT-STOCK COMPANY

Every joint-stock company is entitled to decide whether to organize and operate according to one of the two models below:

- The General Meeting of Shareholders, the Board of Directors, the Control Board, and the Director/General Director.

If the joint-stock company has fewer than 11 shareholders and the shareholders being organizations hold less than 50% of total shares of the company, the Control Board is not necessary;

- The General Meeting of Shareholders, the Board of Directors, and the Director/General Director.

In this case, at least 20% of members of the Board of Directors must be independent members and there must be an internal Control Board affiliated to the Board of Directors. Independent members shall play the roles supervisors and control the company’s administration.

THE GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Shareholders consists of all shareholders having voting right and is the supreme regulatory body of a joint-stock company.

An annual general meeting shall be held one per year within 04 months from the end of the fiscal year. Apart from annual general meetings, extraordinary general meetings may be held.

The General Meeting of Shareholders will decide on important issues of the company such as: Ratify the company’s development orientation; Decide the types of shares and amount of each type of authorized shares; decide annual dividend payment of each type of shares; Elect, dismiss, discharge from duty members of the Board of Directors and Controllers; Decide investment or sale of assets of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless a smaller rate is prescribed by the company’s charter; Decide amendments to the company’s charter; Ratify annual financial statements; Decide repurchase of more than 10% of total sold shares of each type; Consider taking actions against violations committed by the Board of Directors and the Control Board that cause damage to the company and its shareholders; Decide the company’s restructuring and dissolution; and Perform other rights and obligations prescribed by the company’s charter.

BOARD OF DIRECTORS

The Board of Directors is a regulatory body of the company and consists of 03 to 11 members.

The Board of Directors has the power to, on behalf of the company, make decisions, perform the company’s rights and obligations beyond the competence of the General Meeting of Shareholders: Decide the strategies, midterm development plans, and annual business plans of the company; Propose types of shares and total authorized shares of each type; Decide the sale of new shares within the amount of authorized shares of each type; decide to raise additional capital in other manners; Decide selling prices of the company’s shares and bonds; Decide repurchases of shares; Decide investment plans and projects of investment within its competence; Decide solutions for market development, marketing, and technology; Approve sale, loan, borrowing contracts, and other contracts of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless another rate is prescribed by the company’s charter; Elect, dismiss, discharge from duty the Chairperson of the Board of Directors; designate, dismiss, sign contracts, terminate contracts with the Director/General Director and other key managers prescribed by the company’s charter; decide salaries and other benefits of such managers; appoint representative to participate in the Board of members or the General Meeting of Shareholders of another company; decide the wages and other benefits of such persons; Supervise, direct the Director/General Director and other managers to run the company’s everyday business operation; Decide the organizational structure, rules and regulations of the company, establishment of subsidiaries, branches, representative office, capital contributions to or purchase of shares of other enterprises; Approve the agenda and documents of the General Meeting of Shareholders, convene the General Meeting of Shareholders or carry out absentee voting for the General Meeting of Shareholders to ratify decisions; Submit annual financial statements to the General Meeting of Shareholders; Propose the level of dividend payment; decide the deadline and procedures for dividend payment or settlement of losses incurred during the business operation; Propose restructuring, dissolution, petition for bankruptcy of the company,…

THE DIRECTOR/GENERAL DIRECTOR

The Board of Directors shall appoint one of them as or hire a Director/General Director.

The Director/General Director shall run the company’s everyday business, be supervised by the Board of Directors, take responsibility to the Board of Directors for performance of given rights and obligations.

A Director/General Director shall have a term of office of up to 05 years without term limit.

CONTROLLING BOARD

The Controlling Board consists of 03 – 05 members. a Controller has a term of office of up to 05 years without term limit.

Supervise the Board of Directors, Director, or General Director managing and running the company.

Rights and obligations of the Chief of the Control Board shall be prescribed by the company’s charter. More than half of members of the Control Board must reside in Vietnam. The Chief of the Control Board must be a professional accountant or auditor and has to work full-time at the company, unless higher standards prescribed by the company’s charter.

SETTING UP A JOINT-STOCK COMPANY

Investors should prepare the following dossiers:

1. Application form for enterprise registration
2. The company’s charter
3. List of founding shareholders and foreign shareholders of the joint-stock company, List of authorized representatives of foreign shareholders being organizations
4. Legitimate copies of:

- ID paper if the founder is an individual;
- The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;
- The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

Licensing authority: Department of Planning and investment.

Time of completion: 03 working days from the date of submission of valid dossier.

20/03/2020

HOW TO SET UP A JOINT-STOCK COMPANY AND INITIAL PUBLIC OFFERING (IPO)

There are four common forms of business in Vietnam: Sole proprietorship, Partnership, Limited liability company and joint-stock company.

The joint-stock company has the most complex and fully-constituted organizational structure, which is suitable for large-scale enterprises. Besides, one of basic features to distinguish a joint-stock company from the other types of businesses is its ability to raise capital. The joint-stock company has permission to issue securities (such as stocks, bonds and other securities) to the public without restriction as long as it meets the condition of issuing securities in accordance with the provisions of law. This helps businesses mobilize capital from society when the ability of shareholders' capital is no longer sufficient to meet the strong development needs of the business.

1. PROCEDURES FOR ESTABLISHING A FOREIGN-OWNED JOINT-STOCK COMPANY

(1) Applying for an investment registration certificate (IRC);
This procedure is only implemented when the investor is an foreign individual or foreign organization.
(2) Applying for business registration certificate (ERC);
(3) Registering the stamp of the company;
(4) Opening a company bank account;
(5) Paying license tax and completing initial tax and accounting procedures.

Completion time: about 20 - 30 working days.

2. INITIAL PUBLIC OFFERING (IPO)

The stock market is an effective tool for businesses to access capital from many investors and to access domestic and international capital markets.
Initial public offering (IPO) is an important period for businesses and creates significant administrative, civil and criminal legal obligations. The Securities Law has strict regulations on conditions for enterprises to offer securities to the public.

CONDITIONS FOR PUBLIC OFFERING OF SECURITIES

- The offering enterprise has a charter capital contributed at the time of offering registration of VND 10 billion or more accounted according to the book value;
- Its business operation in the year preceding the year of offering registration is profitable and, at the same time, it has no accrued loss up to the year of offering registration;
- Its issuance plan and plan on the use of capital generated from the sale offering are adopted by the Shareholders' General Assembly.

DOSSIERS OF REGISTRATION OF PUBLIC OFFERING OF SECURITIES

In order to issue stocks to the public for the first time, the company must submit an application dossier for registration of securities offering to the State Securities Commission including:
- A written registration of public offering of stocks;
- A prospectus;
- The issuing organization's charter;
- The decision of the shareholders' general assembly passing the issuance plan and the plan on use of generated capital and commitment of sending securities into organized stock market for transaction;
- An issuance underwriting commitment (if any).

LICENSING AUTHORITY: The State Securities Commission

TIME OF COMPLETION: Within thirty days after receiving the valid dossiers, the State Securities Commission shall consider and grant certificates of public offering of securities.

Within seven days after a certificate of public offering of securities becomes effective, the company shall publish an issuance announcement on an electronic or printed newspaper for three consecutive issues.

Securities may only be publicly offered after they are published.

LEGAL GROUNDS: The Enterprise law No. 68/2014/QH13 on November 26, 2014; The Securities law No. 70/2006/QH11 on June 29, 2006; the Amending, supplementing a number of articles of securities law 2010; Decree No. 78/2015/ND-CP on September 14, 2015.

09/03/2020

SETTING UP AN E-COMMERCE COMPANY IN VIETNAM

According to a report by TheLEADER, Vietnam is one of the fastest growing e-commerce markets in the world, where e-commerce is only at an early stage but has significantly recorded growth. Therefore, starting an e-commerce company in Vietnam brings potential opportunities.

What activities are considered as e-commerce in Vietnam?

Pursuant to The Decree no 09/2018, E-commerce service is a commercial activity whereby an e-commerce service provider establishes an e-commerce website to provide a platform to traders, organizations and individuals conducting promotion activities, trading, selling goods or providing services.

TYPES OF E-COMMERCE BUSINESSES:

1. Online e-commerce marketplace

An online e-commerce marketplace is a type of e-commerce site where product or service information is provided by multiple third parties, whereas transactions are processed by the marketplace operator. Online marketplaces are the primary type of multi-channel e-commerce and can be a way to streamline the production process.

In an online marketplace, consumer transactions are processed by the marketplace operator and then delivered and fulfilled by the participating retailers or wholesalers (often called drop shipping). Other capabilities might include auctioning (forward or reverse), catalogs, ordering, wanted advertisement, trading exchange functionality and capabilities like RFQ, RFI or RFP. These types of sites allow users to register and sell single items to many items for a "post-selling" fee.

In general, because marketplaces aggregate products from a wide array of providers, selection is usually wider, and availability is higher than in vendor-specific online retail stores. The most well-known global online marketplace giants are Amazon and eBay.

To set up an online marketplace in Vietnam, you need to register the website approved by the Ministry of Industry and Trade in addition to the general company registration process.

2. Online e-commerce classifieds

Online e-commerce classifieds is typically a leading generation model in which the transaction between buyer and seller occurs offline and/or in person, whereas most other modes of e-commerce involve online transactions in which the payment and fulfillment of the transaction is hosted online by the marketplace site. Company only mediate advertisements. One of the most popular classified advertising web pages is Craigslist, eBay, Oodle.

Online e-commerce classifieds require website registration with the Ministry of Industry and Trade in addition to the general company registration process.

3. Online e-commerce retail stores

Online e-commerce retail stores allow consumers to directly buy goods or services from a seller over the Internet. Consumers find a product of interest by visiting the website of the retailer directly or by searching among alternative vendors using a shopping search engine, which displays the same product's availability and pricing at different e-retailers.

If you are going to become an online retail store in Vietnam, your company website only requires a notification with the Ministry of Industry and Trade instead of the registration.

The process of setting up an e-commerce company in Vietnam

1. Application for an Investment Registration Certificate (IRC)

Firstly, you must apply for an IRC from the Department of Planning and Investment (DPI). It will take around 20 working days.

2. Application for an Enterprise Registration Certificate (ERC)

Secondly, you need to acquire an ERC. It will take around 05 working days. When granted ERC, you have 90 days to transfer investment capital into the company’s account.

3. Registering the company’s Stamp, Opening Bank Account and Declaration of Initial Tax.

Thirdly, you need to register a company’s stamp, open bank account and declare initial tax. It will take around 05 working days.

4. Trading license

Fourthly, if you intend to sell products directly to consumers, you will need a trading license. It takes 6-8 weeks to acquire a trading license in Vietnam.

5. Website Notification or Website Registration

Lastly, after the general company registration process in Vietnam, you also need to proceed website registration or website notification. Depending on the type of your e-commerce company in Vietnam, you will choose which one to proceed. The website must be in compliance with the criteria set by the Vietnamese government. It will take approximately one month for website registration and 10 working days for website notification.

Company registration service in Vietnam

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