Business Formation

Check the proposed company name, obtain the certificates of business and tax registration and publish the registration contents on the National Business Registration Portal (NBRP)

Agency: Business Registration Office, Department of Planning & Investment

To register a company, the applicant must submit documents in accordance with Government Decree 78/2015/NĐ-CP on enterprise registration dated 14 September 2015, as amended by Decree 78/2015/ND-CP dated 23 August 2018.

After receipt of the application documents which fully satisfies the conditions for issuance of an enterprise registration certificate, the Business Registration Office shall key the information stated in the application into the National Business Registration Portal (“NBRP”) and check the application and supporting documents. The Business Registration Office shall issue the enterprise registration certificate within 3 working days from the receipt of satisfactory application documents. Within 5 working days after issuance of the enterprise registration certificate, the Business Registration Office shall send the enterprise registration contents to the tax authority department, the statistics department, the labor department and the social insurance department.

It is possible to apply for registration online, however a follow-up with hard copies is required in that case. Furthermore, online applications may take longer in practice, especially in case there were any issues with documents. Therefore, majority of founders prefer to apply for registration in person.

Business registrations are subject to VND 100,000 fee if applied for in person, or are free of charge if applied for online. The certificates of business and tax registration are either sent by post or collected at the Business Registration Office.

At the moment of business registration, entrepreneurs also request the publication of the registration contents online. The fee to publish the registration contents on the National Business Registration Portal is VND 300,000 according to Circular No.106/2013/TT-BTC of the Ministry of Finance dated on 10 November 2016.

Time and cost: 3 days; VND 100,000 (registration, free if online), VND 300,000 (publication)

Make a company seal

Agency: Sealmaker

Company seal is required by law and in practice to open a bank account. The company obtains a company seal from a seal-maker. The company has the right to decide on the design, content and quantity of its seal and can have several seals with the same design and content.

Time and cost: 1 day, VND 450,000

Submit an online notification of the seal-sample

Agency: Business Registration Office

Entrepreneurs must submit an online notification of the seal-sample to the Business Registration Office. At the time of receiving the notification, the BRO sends the entrepreneur a receipt. According to Article 34 of Decree 78/2015/ND-CP, a company has the right to decide the effective date of the seal.

Time and cost: 1 day, no charge

Open a bank account

Agency: Bank

Each bank requires a different minimum deposit to open an account. For instance, whereas Vietcombank requires the fixed amount of VND 1 million for an account in VND and USD 300 for one in USD, Asian Commercial Bank requires VND 1 million for a VND account and US 100 for a USD account. To open the account, the bank requires a bank-issued application form, a copy of the notification on use of the seal with a confirmation stamp of the Business Registration Office, the Charter of the Company, the Enterprise Registration Certificate (ERC) and relevant documents as required by each bank.

Bank account is required in practice to pay taxes.

Time and cost: 1 day, no charge

Approve pre-printed VAT invoices with the Municipal Taxation Department

Agency: Municipal Taxation Department

Companies shall use self-printed or purchased VAT invoices or electronic VAT invoices. Electronic VAT regulation is not mandatory, and majority of companies opt for traditional VAT system.

The applicant must contact a publisher to order the printing of VAT Invoice Books and must register the self-printed invoices with the Municipal Taxation Department.

To register for self-printing of invoices, company founders must submit an application on a standard form, along with (a) a sample self-printed invoice, including all statutory details; (b) a map showing the location of the company’s office or copy of the lease contract if the premises are leased, certified by the ward commune people’s committee; (c) the general director’s identification card; (d) a copy of the business registration certificate; and (e) and the tax registration certificate and copy.

In total, it takes about 10 days to obtain the self-printed VAT invoices and have them registered with the Municipal Taxation Department.

Time and cost: 10 days, about VND 200,000 per book

Pay business license tax

Agency: Tax office or commercial bank

The business license tax must be paid to the tax authority where the enterprise registers its tax reports or through designated commercial banks. This license tax is paid annually and in the first month of a year (with regards to enterprises are operating) and in the month when the newly established enterprise obtains the tax code. A new company established during the first 6 months of the year shall pay the entire annual business license tax. If it was established during the last 6 months, it must pay 50% of the annual license tax.

According to Article 4 of Circular 302/2016/TT-BTC, the business license tax depends on the charter capital of the enterprise as follows:

• An enterprise with charter capital above VND 10 billion: VND 3,000,000 per year;
• An enterprise with charter capital of VND 10 billion or less: VND 2,000,000 per year;
• Branches, representative offices, business locations, business units, other economic organizations: VND 1,000,000 per year.

The entrepreneur can transfer the licensing tax through commercial bank with form C1-02/NS enclosed to Circular 302/2016/TT-BTC

Time and cost: Less than 1 day (online procedure), simultaneous with previous procedure; VND 2,000,000 (business license tax)

Register with the local labor office to declare use of labor

Agency: Municipal Department for Labor, Invalids and Social Affairs

Within 30 days of starting operations, employers must register all employees and their qualifications with the Labor Office (in conformity with set forms). The relationship between the employer and its employees is regulated by the Labor Code and set forth in labor contracts.

Time and cost: 1 day (simultaneous with previous procedure), no charge

Register employees with the Social Insurance Fund for the payment of health insurance and social insurance

Agency: Social Insurance Fund

The company must register employees with the Social Insurance Fund. The employer must complete a form provided by the Social Insurance Fund and include the following information: the employee name and date of birth, salary (as stated in the labor contract), the social insurance book serial number (for employees already issued with those books), a certified copy of the company’s business registration certificate, and a copy of each labor contract.

The Social Insurance Office must, within 30 days from the date of receipt of the application file, issue an insurance registration book for each new employee that was not issued such book by the previous employer. The employer is responsible for paying social and health insurance contributions for each employee. Since the health insurance merged with the social insurance funds, payment is made (monthly or quarterly) directly to the Social Insurance Fund. Health insurance certificates are issued during the first month of the year.

Time and cost: 1 day (simultaneous with previous procedure), no charge