Emerhub offers a variety of legal services related to setting up a business in Vietnam. Our legal services include both incorporation and post-incorporation services such as registering a legal entity, drafting and negotiating contracts, and registering corporate changes with the relevant authorities. Learn more about various legal services below, and contact us in order to get the process started.
There are several legal entity types available to foreign investors deciding to enter the Vietnam market. Emerhub will assist you in choosing the most appropriate legal entity type and will take care of the registration process which approximately lasts from 1 to 3 months. The most common legal entity types in Vietnam are a single or multiple member Limited Liability Company (LLC) and a Joint-Stock Company (JSC). In case an investor does not want to register a separate legal entity in Vietnam, registering a Branch or a Representative Office could be a suitable alternative
Incorporation of Limited Liability Company or Joint-Stock Company
The incorporation processes of LLC’s and JSC’s involve 13 steps, most of which can be done by Emerhub under a power of attorney. However, the founder(s) must visit Vietnam at least once after the company has been incorporated, to open bank accounts in a local commercial bank.
|Planning, choosing legal entity type and deciding on founders||Drafting Company’s charter||Obtaining the Company’s seal and submission of the seal specimen|
|Collection of incorporation documents||Collection of IRC||Registration of the Company at the Tax Department|
|Authentication and translation of incorporation documents||Authentication of IRC||Opening bank accounts for founder(s) and the Company|
|Signing an office lease agreement||Collection of Business Registration Certificate (BRC)||Capital contribution|
|Submitting the application to obtain the Investment Registration Certificate (IRC)||Public announcement of the incorporation of the Company|
Deciding between Limited Liability Company, Joint-Stock Company, Representative Office or Branch?
In order to decide whether to incorporate a limited liability company, a joint-stock company, a representative office or a branch, the founder(s) should consider whether their planned activities require the establishment of a separate legal entity and limited liability, whether their venture requires a more complex corporate structure and whether it is important to be publicly available to potential investors.
|limited liability company (llc) or joint-stock company (jsc)?|
|Establishment timeframe||Approximately 1 to 3 months from submission of documents to the Department of Planning and Investment||Approximately 1 to 3 months from submission of documents to the Department of Planning and Investment|
|Suitable for||Small to medium sized business||Medium to large sized businesses|
|Number of founders||1 to 50 founders||At least 3 founders|
|Liability||Founders’ liability is limited to the capital contributed to the Company||Founders’ liability is limited to the capital contributed to the Company|
|Issuance of shares and public listing||A Vietnamese LLC cannot issue shares and be pubicly listed on the local stock exchange||A Vietnamese JSC can issue ordinary and preference shares, the shares can be listed on the public stock exchange|
*Only required if the LLC has more than 1 founder
**Only required if the LLC has more than 11 founders
***Not required if the company has less than 11 shareholders and no shareholder holds more than 50 per cent of the shares, or if at least 20 per cent of the members of the Management Board are independent and these members form an independent auditing committee
|Branch or Representative office?|
|Registration timeframe||Approximately 1 month||Approximately 1 month|
|Suitable for||Investors planning to conduct commercial activities and earn revenue without registering a separate legal entity in Vietnam||Investors planning not to conduct any commercial activities and earn revenue, and who do not want to register a legal entity in Vietnam|
|Restrictions||Parent company must be established for at least 5 years||Parent company must be established for at least 1 year|
|Business activities||Activities are limited to the activities of the parent company||Activities are limited to market research and carrying out supporting roles such as finding trade investment opportunities and partners, advertising and promoting the parent company|
|Corporate structure||At least one legal representative managing the branch’s day to day activities||At least one legal representative managing the representative office’s day to day activities|
|Liability||Parent company’s liability is unlimited||Parent company’s liability is unlimited|
Get in touch to make an appointment with us to discuss your options and learn more about the various legal entity types available to foreign investors in Vietnam.
Establishing a company and obtaining relevant certificates and licenses is just the first step towards staring a business. This is why Emerhub offers a variety of post-incorporation services such as drafting contracts and registering corporate changes to make it easier on our clients to start their business in Vietnam.
Drafting, reviewing, and negotiating contracts
In Vietnam most agreements between locals and foreign parties are signed in two languages, in English and in Vietnamese. All contracts signed at the presence of a notary must be in Vietnamese. Emerhub will gladly assist you in drafting, reviewing, and negotiating your contracts in both English and Vietnamese. Our agreements are all tailor-made to meet the specific needs of each of our client.
|Ownership agreement||Separate agreement between founders of a limited liability company (LLC) or a joint-stock company (JSC), stipulating the specific terms of the joint venture.|
|Employment contract||Agreement between employees and employers stipulating the terms of employment. Employment relationship lasting three months or more must be signed in writing.|
|Resignation agreement||Agreement signed between employer and a resigning employee upon termination of the employment relationship.|
|Executive agreement||Agreement between LLC or JSC and its executive members, such as director(s) and management board members, stipulating the specific liabilities and areas of responsibilities of the executive.|
|Service agreement||Agreement entered into for provision of services, such as consultancy, construction, distribution, supply.|
|Lease agreement||Agreement between a lessor and tenant stipulating the specific terms of lease arrangement.|
Emerhub will take care of registering any possible changes that might occur in ownership, management etc. of a legal entity. This service includes drafting, collecting, and submitting relevant documents to the relevant authorities.
|Transformation of company||
|Change of legal representative(s)||
|Changes in charter/share capital||
|Changes in members/shareholders||
|Amending company’s charter||
Already registered in Vietnam? Contact us to learn more about the business and legal environment and the various post-incorporation services on offer at Emerhub.