Vietnam Companies
Comparison of a Subsidiary (Joint Stock Company and Liability Limited Company), a Branch Office and a Representative Office is as below.
| Entity Type | Joint Stock Company | One member Limited Company | Two members or more Limited company | Branch | Representative Office |
|---|---|---|---|---|---|
| Applicable | All investors | All investors | All investors | All investors | All members of WTO |
| Minimum Capital | Not limit but shall be reasonable with implementation of investment project | Not limit but shall be reasonable with implementation of investment project | Not limit but shall be reasonable with implementation of investment project | No limit, but must be sufficient for setup costs. | N/A |
| Minimum Number of Shareholders | At least 3 shareholders (individual or entity) | 1 corporate or 1 individual | 2 or more corporate or individual | Owned by head office | Owned by head office |
| Management | At least having 1 legal representative regularly stay in Vietnam | At least having 1 legal representative regularly stay in Vietnam | At least having 1 legal representative regularly stay in Vietnam | At least 01 Branch Manager | At least 01 Chief of Office |
| Limited Liability Protection | Yes | Yes | No | No | |
| Voting Rights | 1 voting right per share | The owner of company has all power for the entire company activities | The voting rights based much on portion of capital contributed in company capital | N/A | N/A |
| Operate Business | Yes | Yes | Yes | Yes | No |
| Carry-out Importing and Exporting Activities | Yes | Yes | Yes | Yes | No |
| Be a Shareholder of Another Entity | Yes | Yes | Yes | No | No |
| Open a Bank Account | Yes | Yes | Yes | Yes | Yes |
| Issue Stocks to Public | Yes | No | No | No | No |
| Conversion to other entity type | Yes | Yes | Yes | No | No |
| Statutory Audit Requirement | Required for FDI, public company and listed company | Required for FDI | Required for FDI | independent branch of FDI company | No |
| Business Tax Rate (VAT) | Base on business line (from 5%-10%) | Base on business line (from 5%-10%) | Base on business line (from 5%-10%) | Base on business line (from 5%-10%) | Do not need to file VAT |
| Income Tax Rate | 20% | 20% | 20% | 20% | N/A |
| Withholding Tax Rate on Distribution of Earnings | Yes (maximum 10%) | Yes (maximum 10%) | Yes (maximum 10%) | Yes (maximum 10%) | N/A |
| Tax Rate on Undistributed Retained Earnings | N/A | N/A | N/A | N/A | N/A |
| Capital Gains Tax on Share/Interest Transfer | Yes | Yes | Yes | N/A | N/A |
| Transfer of Shares / Interest | Within 3 years from incorporated, founder can and only transfer for other founders; or approved by General Meeting of Shareholders |
Can be transferred freely | Must be approved by members. | N/A | N/A |
| Period Required for Incorporation | 1~2 months | 1~2 months | 1~2 months | 1~1.5 months | 2-3 weeks |
: Unit 706, 7/F, South Seas Centre Tower 2, No.75 Mody Road, Tsim Sha Tsui East, Hong Kong / Tel:(852)3913-9500 / Fax:(852)2170-1919
: 3 Shenton Way #16-08 Shenton House Singapore 068805 / Tel: (65)6542-2309 / Fax : (65)6221-4376
: 13F, Charmvit Tower, 117 Tran Duy Hung Street, Cau Giay District, Hanoi, Vietnam / Tel:(84)34-8218-444
: 15th Floor R.1508, Vincom Center Tower, 72 Le Thanh Ton Street, Ben Nghe Ward District 1, Ho Chi Minh City, Vietnam / Tel : (84)28 2250 8901
: 18F-2, No.163, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C) / Tel : (886)988-057-215
: Unit 02-02, Teega Tower, Jalan Laksamana 1, Puteri harbour, 79250 Iskandar Puteri, Johor Darul Takzim, Malaysia / Tel : (60)16 7099 778
: 100, Cheonggyecheon-ro, Jung-gu, Seoul, Republic of Korea / Tel : (82)70-7436-5844 / Fax : (82)2-713-0056
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