How to Start an IT Company in Vietnam ?

Computer Software & Services Industry is an unconditional business line in Vietnam. If so, how to start an IT company in Vietnam? What are the requirements?

Note for foreign investors to start an IT company in Vietnam

Under the Law on Investment 2020, the Law on Information Technology 2006, the Vietnam’s WTO Commitments and the bilateral free trade agreements between Vietnam and countries in the region and the world, foreign investors can invest in foreign investment companies in Computer software and services industry. This is an unconditional business line. Investors providing IT products, digital content production services are entitled to investment preferences.

Foreign organizations and individuals that are allowed to establish foreign-owned companies providing software and information technology services in Vietnam include:

• Foreign individuals who are citizens of WTO country members, or countries that have an FTA with Vietnam;
• Organizations and enterprises holding the nationality of country members of the WTO, or countries that have signed free trade agreements with Vietnam;

Requirements and documents for preparing to Establish a foreign-invested IT company

Foreign investors are individuals

Required documents for foreign investors as individuals are:

• Notarized passport of the investor;
• Financial Capacity Proof (by confirming the balance of the bank account or savings book bearing the investor’s name with the corresponding amount of investment in Vietnam);
• Project location (a lease or office lease in Vietnam to register the company’s headquarters)

Foreign investors are organizations

Required documents for foreign investors as organizations are:

• Company registration certificate of the foreign company (notarized copy with consular legalization)
• Notarized passport of the company’s legal representative in foreign country;
• Notarized passport of the director – the legal representative of the company in Vietnam;
• Charter of the foreign company (notarized copy with consular legalization);
• Financial Capacity Proof to implement the project: Investor is an organization that demonstrates through the preparation of: Audited, profitable and consularly legalized foreign company’s financial statements, translation evidence into Vietnamese. In case the financial statement has no interest, additional preparation is required: Confirm the balance of the bank account;
• Project location: a lease or office lease in Vietnam to register the company’s headquarters. If renting an apartment, request the lessor to provide: A notarized copy of the Land Use Right Certificate. In case of lease of the Company, it is necessary to provide: Certificate of business registration (with the function of trading real estate), Certificate of land use rights of the rental house, Construction permit of the building.

Setting up new company in Vietnam

Procedure of setting up a new company in Vietnam

• Online declaration of information about the investment project on the National Foreign Investment Information System. Within 15 days from the date of online declaration, the investor shall submit the application for Investment Registration Certificate to the Investment Registration Authority.
• After the application is received by the investment registration agency, the investor is granted an account to access the National Foreign Investment Information System to monitor the application processing.
• The investment registration agency uses the National Foreign Investment Information System to receive, process and return results of investment registration dossiers, update the application processing situation and issue codes for investment project.

Required documents

• Request to do investment project;
• A valid copy of one of the following documents:

– Valid ID card or Passport, for (foreign) individuals;

– Enterprise registration certificate, for organizations, and enclosed with personal identification papers, authorization documents of authorized representatives of organizations;

• Proposal for investment project, including: Investor(s) responsible for the project, project goal, scope, capital, financing, location, duration, progress, labor, request for investment incentives, assessment of impact on social-economy of the project, etc.
• Financial Capacity Proof: Financial Statements most recent 2 years of the investor; Commitment to give financial support from parent company; Commitment to give financial support from Financial institution, Provision of guarantee for investor’s financial capacity…
• Request for land use
• Report on the use of technology for project that utilizes transfer-restricted technology regulated by law on technology transfer, including: name, origin, process mapping; specifications, condition of major machinery, equipment, technology, etc.   

How long does it take for setting up a new company in Vietnam ?

15 working days from the date of receiving the valid project dossier.

In case of refusal, it must be notified in writing to the investor, clearly stating the reason.

Enterprise Registration Certificate

After being granted the investment registration certificate, the investor needs to prepare a dossier to establish an enterprise.

Required documents are:

• Application for enterprise registration certificate;
• Company charter;
• For limited liability company, provide a list of members; for joint stock company, provide a list of shareholders (list of authorized representatives if any)
• A valid copy of one of the following documents:

– Valid ID card or Passport, for (foreign) individuals;

– Enterprise registration certificate, for organizations, and enclosed with personal identification papers, authorization documents of authorized representatives of organizations (legalized)

• Investment registration certificate for the investor has been issued.

KDL LAW full service

• Providing advice prior to submitting the dossiers in Vietnam;
• Preparing the required documents;
• Translating the documents into Vietnamese and then notarizing them;
• Submitting the dossiers in Vietnam. Work with Vietnam authority to ensure that the certificates shall be issued punctually;
• Guiding clients to complete the required procedures after being issued the certificates;
• Supporting clients during their business operation in Vietnam.

Q&A about company registration in Vietnam