Setting up procedure: How many steps for setting up new company, branch or representative office? Relevant licensing authorities?

In order to legally carry out business activities in Vietnam, foreign investors must register their investment with the appropriate licensing authorities. Under the new Law on Investment and Law on Enterprises, foreign investors now go through two steps:

i. Obtaining Investment Registration Certificate (IRC), and

ii. Obtaining Enterprise Registration Certificate (ERC).

Procedures for New Company Set-up

Procedures for Branch, Representative Office Set-up

Relevant Licensing Authorities

Liquidation and Closing Business

The termination, liquidation, or dissolution, of an enterprise shall be occur in the following circumstances:

• ​The operation period in the company's charter expires without a decision on extension.
• The dissolution is decided by owners/ genreral partners/ board of members/ shareholders
• Failure to maintain minimum required number of members for 6 consecutive months without business conversion.
• Business Registration Certificate is revoked.

The company shall be dissolved only when all debts and liabilities are settled and the company is not involved in any dispute at a court or arbitration body. The liquidation procedures generally take 6 - 12 months, which normally involve a final tax audit as part of the process.