What periodic reports are mandatory?
Under Vietnamese laws keeping your company compliant can be challenging as many administrative and legal compliance routine tasks are mandatory.
How to proceed?
Registering a 100% foreign-owned company in Vietnam is possible. However, foreign investment is subject to regulatory limitations applied on each specific business sector.
In most cases, investors shall implement the following steps to establish a company:
Step 1: Obtaining an Investment Registration Certificate, abbreviated IRC (if any non-Vietnamese investors).
Step 2: Obtaining an Enterprise Registration Certificate, abbreviated ERC or BRC for Business Registration Certificate.
The company is established but the following steps are required for regulatory compliance:
Step 3: Post establishment procedures.
Step 4: Obtaining sub-licenses (if any).
IRC stands for Investment Registration Certificate which shall be obtained (in most cases) when a foreign investor wants to set up a project (such as establishing a company) in Vietnam at the beginning.
ERC stands for the Enterprise Registration Certificate which every company in Vietnam must have. In other jurisdiction it is sometimes referred to as the “Incorporation Certificate” or “Company Certificate”.
Joint Stock Company (“JSC”) and Limited Liability Company (“LLC”) are the most common types of company in Vietnam since they offer the following advantages:
In general, there is no minimum capital required by law when registering a company in Vietnam. Only some conditional business sectors such as real estate trading, banking or education have specific capital requirements.
However, the capital shall be sufficient in light of the intended business sectors and scale of operation.
For non-conditional business sectors, we usually need from 6 to 8 weeks to setup a foreign-invested company and 1 week for a Vietnamese-invested one.
However, especially for foreign-owned companies, the time can be extended due to various reasons such as additional requirements from the licensing authorities.
It is mandatory for all companies to have at least one of its legal representatives in Vietnam at all time; however, the legal representative does not need to be a permanent resident in Vietnam.
There are some regular reports that a company usually has to submit, such as: Financial statements, Report of using invoice, Report of using vouchers for personal tax withholding, Annual report of employment, Report of industrial safety and hygiene, Report of labor health, a summary report on situation of industrial accident, Report of joining a unemployed insurance, other types of reports as prescribed by law.
A foreign company has to submit investment reports including: reports on the implementation of investment projects and reports on investment evaluation and supervision.
There are 3 types of reports on implementation of investment projects, as follows:
The investment supervision reports include these following types:
Report on supervision and evaluation prior starting for exploitation and project operation(for those projects that is not included in the group of requiring an Investment Registration Certificates).
Yes, a representative office of a foreign trader must do an annual report on its operations. In special circumstances, they are asked for submission of reports, documents, and other explanation reports for their activities as required from national offices.