Vietnam business legislation is quite favorable to foreign investors and 100 foreign ownership is allowed. Taxes are low and there are no restrictions on repatriation of earnings and capital. This liberal regime attracts thousands of foreign companies each year to set up their office in Vietnam.
Essentially, a Vietnam subsidiary is a private limited company incorporated in Vietnam whose majority shareholder is a corporate entity. The shareholding entity can be a local or a foreign company. A Vietnam subsidiary is the most preferred choice of business registration among small to medium size foreign companies for establishing their presence in Vietnam.
The purpose of this guide is to provide details of setting up a Vietnam Subsidiary by foreign companies. To learn about various foreign company registration options in Vietnam, refer to foreign company registration options guide.
Vietnam Subsidiary as a Type of Business Entity.
A Vietnam subsidiary can be wholly owned by a foreign company and is considered a separate legal entity from the parent company. The parent company’s liability is limited to the share capital it has subscribed and its own assets are safely curtailed from the debts and liabilities of the subsidiary company. Also, a Vietnam subsidiary is generally treated as a local resident company and therefore is entitled to tax benefits available to local companies.
Key Facts about Singapore Subsidiary.
- Shareholding: The parent company can own 100% of the shareholding of the Vietnam subsidiary.
- Local Director: A Vietnam subsidiary must appoint at least one director who is ordinarily resident in Vietnam i.e. an Employment Pass holder. Directors must be at least 18 years of age and must not be an undischarged bankrupt or convicted for any malpractices. Foreign companies that plan to relocate any of the staff members from head office to Vietnam can apply for their employment pass after the subsidiary registration.
- Paidup Capital: The minimum paid up capital for Vietnam subsidiary company is S$1. The parent company can be the 100% shareholder. There is no concept of authorized capital in Vietnam.
- Local Registered Address: A Vietnam subsidiary must have a registered office in Vietnam. The registered address can be a commercial office - if you plan to rent one or a home office. The registered office is the place where you need to keep the statutory records of the subsidiary company.
- Company Secretary: Upon incorporation, the directors must appoint a natural person who is ordinarily resident in Vietnam as company secretary.
- Auditor: An auditor must also be appointed within three months of the Vietnam subsidiary registration.
- Audited Accounts: A Vietnam subsidiary must file audited accounts annually with Vietnam income tax authorities.
The following documents/information are generally required for the registration of a Vietnam subsidiary:
- A certificate of incorporation of the parent company.
- An extract from the Registrar of Companies that shows the current registered address and directors of the parent company.
- A corporate resolution authorizing a specific individual to sign necessary subsidiary documents on behalf of the parent company.
- Passport particulars and residential address details of individuals who will act as the directors of the Vietnam subsidiary.
- Signed Consent to Act As Director by each proposed director.
- Registered address details for the Vietnam subsidiary.
- Memorandum & Articles of Association for the Vietnam subsidiary.
All documents must be in English and any non-English documents must be translated into English. Your service provider may require additional documents as applicable.
Registration Procedure and Timeline.
Foreign companies are required to use a professional services firm to setup an entity in Vietnam. Registration procedure for Vietnam subsidiary is computerized and quick. There are two distinct steps involved in the Vietnam subsidiary registration procedure: Name Approval and, Company Incorporation. Both steps can be accomplished in 1 - 2 days assuming all documents are ready and there are no delays in the name approval process.
Bank Account Opening.
Bank account can be opened with any one of the local or international banks present in Vietnam. For details on bank account opening requirements, procedure.
Taxation of Vietnam Subsidiary.
For information on corporate taxes in Vietnam.
Annual Filing Requirements.
A subsidiary being a locally incorporated entity, is subject to the same annual filing requirements as local companies. For more details, see annual filings for vietnam companies.
A Vietnam subsidiary is the recommended choice for small to mid-size foreign companies wishing to setup a presence in Vietnam. The parent company’s liabilities are limited and its assets remain protected. The subsidiary company being treated as a resident company enjoys tax benefits of Vietnam as well as the privileges arising out of Vietnam’s tax treaties with other countries. The incorporation expenses are reasonable and the process is straight forward.