Can my company be 100% foreign-owned?

Yes, a company in Vietnam can be 100% foreign-owned in selected sectors.

What is the minimum number of shareholders required for a Vietnam company?

A Vietnam company requires a minimum of two shareholders.

Is a Vietnam company required to submit an annual tax return and/or financial statement?

All foreign company in Vietnam are obliged to submit an annual return and are required to have their financial statements audited annually.

What is the minimum number of directors required for a Vietnam company?

Under statutory regulations, a Vietnam company requires a minimum of one director.

In Order to Carry Out an Investment Project in Vietnam in WFOE or JV Form, must an Investor Set Up a Vietnamese Legal Entity?

Not necessarily. A foreign investor may set up a new legal entity as a wholly foreign-owned enterprise (“WFOE”) or as a JV (and contribute capital to this entity): in this case, an investor must apply both for an investment registration certifcate (“IRC”) and an enterprise registration certifcate (“ERC”), which was formerly called a business registration certifcate (“BRC”). A foreign investor may also contribute capital to an existing legal entity in Vietnam, which does not require an issuance of an IRC or ERC.

Thus, in respect of foreign investors carrying out their frst project in Vietnam, the incorporation of the Vietnamese legal entity takes place simultaneously with the licensing of their frst project. In other words, a foreign investor cannot incorporate a legal entity without a project. However, subsequent to the frst project, an investor may carry out additional projects either using the established legal entity or by setting up a new entity.

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