Open a Subsidiary in Vietnam

Updated on Thursday 16th June 2022

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Businesses can set up several types of structures if they want to operate in Vietnam. Among these structures are the holding companies, the subsidiaries, and the branch offices.

The chosen form depends on the power the parent company wants to exercise on the company registered in Vietnam. From this point of view, the Vietnam subsidiary company is an independent structure.

Our company formation consultants in Vietnam can explain the features of subsidiaries registered in this country. They will also practically assist you to open a subsidiary in Vietnam. In addition to this, you can also rely on the legal knowledge of our company incorporation experts if you want to open a branch in Vietnam. 

In case you want to set up a subsidiary in another Asian country, for example in Singapore, we recommend our local partners - OpenCompanySingapore.com.

You can also watch our video on how to set up a subsidiary in Vietnam:
 


​What are the requirements to open a subsidiary in Vietnam?


The Vietnam law is very permissive with foreign companies seeking to operate on the local market through subsidiary companies. This is because the government is very keen on attracting new foreign investors.

The requirements for creating a subsidiary in Vietnam are:
 
  • in terms of shareholding, the subsidiary may be solely owned by the foreign company, unlike in other countries where a local partner may be required;
  • in terms of management, the subsidiary in Vietnam must appoint at least one director who can be a foreign citizen, but who needs to obtain a work visa and have at least one year of experience in a management role;
  • in terms of capital, the minimum amount of money accepted is 10,000 USD.

Also, the Vietnam subsidiary must have a registered address in this country. Our Vietnam company registration specialists can explain each point of the requisites mentioned above.

In the process of setting up a subsidiary in Vietnam, it is very important to have a registered address, which you may obtain by opting for a virtual office.

You are welcome to interact with our consultants if you want a virtual office for your subsidiary. Our experts will explain to you the different virtual office packages and also guide you to the appropriate package that suits your business needs. There are several reasons to consider a virtual office in Vietnam as an alternative to leasing or purchasing traditional office space, especially for remote or home-based company owners.

You can make a better-informed choice for your company if you understand the advantages of a virtual office. Our company incorporation experts can give you more details on this matter. 

We are also at the service of entrepreneurs who want to open bank accounts in Vietnam.
 

Registering the subsidiary company in Vietnam

 
Once all the requirements are complied with, the parent company starts the incorporation procedure of the Vietnam subsidiary. This procedure implies:
 
  • preparing the Articles of Association and the bylaws of the company;
  • opening the corporate bank account;
  • obtaining a foreign investment certificate.

The documents mentioned above, including a bank deposit slip, must be filed with the Business Registrar in Vietnam. It should be noted that the share capital must be deposited within 12 months from the registration of the subsidiary.
 

Trademark registration services for subsidiaries in Vietnam

 
Besides registering a subsidiary, you also need to protect the company’s rights from any infringement. So, considering Vietnam is a "first-to-file" nation, it is necessary to register a trademark to receive protection and property rights for it.

On the other hand, well-known trademarks which extend their activities through subsidiaries in Vietnam, can be protected in rare circumstances even if they have not yet applied for trademark registration.

Patents and trademarks must be registered with Vietnam's National Office of Intellectual Property (NOIP).

Our company formation agents can definitely help you register your trademark in Vietnam.
 

Requirements for opening a subsidiary in Vietnam 

 
The rules regulating LLCs in Vietnam are indeed complicated. There are many regulations to meet, and it may be a time-consuming and costly procedure.

Though there will be no minimum capital requirement, you will need to recruit investors to form an LLC and then establish your subsidiary. You can pick from a single investor or a group of investors with a minimum of two shareholders and a maximum of 50 members. The corporation can function as a wholly foreign-owned entity or as a joint venture with at least one local partner.
 
A members' council comprising a chairman, a director or general director, and a controller should be part of your company's management structure. If your LLC has more than 11 members, you will also need a board of supervisors, though the members' council, which comprises all capital-contributing members, is in charge of making decisions. If you want to set up a Vietnamese subsidiary company, you can get assistance from our experts. Their detailed assistance regarding company formation in Vietnam can help you.
 

 Advantages of setting up a subsidiary in Vietnam

 
The most significant advantage of setting up a Vietnam subsidiary is that you may immediately begin working in the country. Another advantage is the fact that the parent and the subsidiary can operate independently of one another. The parent firm will not be responsible for any liabilities incurred by the subsidiary. Furthermore, the subsidiary in Vietnam can operate autonomously and maintain its own corporate culture.
 
With our incorporation services, our business formation professionals can provide even more benefits. You will not have to go through the long subsidiary establishment process if you get in touch with our consultants. In addition, you may set up your subsidiary online with the help of our online incorporation tool. Setting up a business in Vietnam provides stakeholders with several crucial services as well as protection.
 

Taxation of subsidiaries in Vietnam
 

If you want to set up a subsidiary in Vietnam, it is crucial to comply with the rules and regulations regarding taxation. You can find general information about corporate taxation here presented by our company formation agents in Vietnam. For any further assistance, you can get in touch with our company incorporation consultants.
 
The corporate income tax (CIT) applies to all income earned in Vietnam, regardless of whether a foreign company has a Vietnam-based subsidiary or if that business is established as a new company. If accompanied by proper legitimate invoices and paperwork, foreign firms can deduct most expenditures paid for production and commercial operations, through CIT computation. Please find below the main taxes applicable in Vietnam:
 
  • The ordinary corporate income tax (CIT) rate in Vietnam is 20%;
  • Dividends given to corporate shareholders by a Vietnamese firm will be tax-free;
  • Individual stockholders will be subject to a 5% withholding tax;
  • Residents pay a progressive personal income tax, with rates ranging from 5% to 35%;
  • Non-resident people, on the other hand, are subject to a 20% flat tax rate.
 
Contact our company incorporation specialists if you want to open a subsidiary in Vietnam. Our experts will provide you with a detailed presentation regarding setting up a subsidiary in Vietnam
 
Furthermore, you can also interact with our company formation consultants if you want to open a company in Vietnam besides a subsidiary. Our experts will provide you with practical assistance throughout the process of company formation in Vietnam.