There are 6 forms of investment for foreign investors in Vietnam: >>1. 100% Foreign-owned Factory: The minimum shareholder is one, but no more than 50. Factory can export and conduct domestic sales. 2. Joint Venture Factory: The same as joint venture factory in China, it requires at least 2 shareholders. The foreign investor could hold the share up to 99%. 3. Contractual Forms: Investors are permitted to sign a BCC (Business co-operate contract) contract in order to co-operate in production and to share profits / products and other forms of business co-operation. The foreign share ratio can't exceed 70%. 4. Joint Venture Trading Company: As it is not allowed to set up foreign wholly owned trading company in Vietnam until Jan 1, 2009, foreigners can cooperate with local company or individual by setting up joint venture trading company. The foreigner's share ratio can not exceed 99%. 5. Rep. office: It can deal with marketing, corresponding on behalf of parent company, except for carrying out business activities and issuing invoice in Vietnam. Foreign investors can set up as many independent rep. offices as needed. But the branches of rep. office are not permitted in Vietnam.6. Branch: It can sell / purchase goods and carry out all kinds of business activities, no requirements for paid up capital. Yet, it is not allowed to set up currently.
There are no requirements on foreign investment amount and registered capital in Vietnam. But registered capital can not less than 30% of total investment amount. The registered capital of encouraged / large investment project can reduce to 20%. We suggest the minimum registered capital is not less than USD100,000 (about NTD3,100,000, RMB710,000) , so that it can be approved easily. The capital should be paid up within 0.5-1.5 years. And can apply for another half year extension subject to conditions. There has no cash and machineries ratio limitation, and capital can paid-up by cash, machine and patent.
After Vietnam joints the WTO, it will open local market to foreign investors in: insurance, financial, medical, tourism, trading, transportation, advertisement, telecommunication sectors. Therefore, foreign investors should plan beforehand.
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Differentiation
Content
- foreign owed
- domestic owned
- minimum shareholder
- minimum director
- chairman/president
- minimum capital (us$)
- where can be set up
- days to set up
- export to foreign
- sell to domestic
- material overseas
- material from domestic
- value added tax(vat)
- tax incentive program

- net profit tax %
- withholding tax dividend
- personal income
- levied on import
- tax refund of export
- branch set up
- rep. office set up
| Factory | ||
| WFOF | JVF | BCC |
| 100% | 1-99% | 1-70% |
| nil | 1-99% | 30-99% |
| 1 | 2 | 2 |
| 1 | 2 | 2 |
| 1 | 1 | 1 |
| 100,000 | no limit | no limit |
| nation wide | nation wide | nation wide |
| 45-90 | 45-90 | 45-90 |
| 1-100% | yes | yes |
| 1-100% | yes | yes |
| yes | yes | yes |
| yes | yes | yes |
| 0% / 5% / 10% | ||
| 2 exempt 3 reduce - 4 exempt 9 reduce | ||
| 10% / 15% / 20% / 25% | ||
| 0% | 0% | 0% |
| 0-35% | 0-35% | 0-35% |
| yes | yes | yes |
| yes | yes | yes |
| nation wide | nation wide | nation wide |
| yes | yes | yes |
| Company | ||
| Company |
Branch | Reps. |
| 100% | 100% | 100% |
| nil | nil | nil |
| 1 | 1 | 1 |
| 1 | nil | nil |
| 1 | 1 | 1 |
| 100,000 | no limit | nil |
| nation wide | nation wide | nation wide |
| 30-45 | 45-90 | 30-45 |
| yes | yes | no |
| yes | yes | no |
| yes | yes | no |
| yes | yes | yes |
| 10% / 15% / 20% / 25% | nil | |
| nil | nil | nil |
| 10% / 15% / 20% / 25% | nil | |
| 0% | 0% | nil |
| 0-35% | 0-35% | 0-35% |
| yes | yes | yes |
| yes | yes | yes |
| nation wide | no | no |
| yes | no | no |
There are no requirements on foreign investment amount and registered capital in Vietnam. We suggest the minimum registered capital is USD100,000 with USD30,000 paid-up capital.
Preferential Tax Rates include: 1. Business lines on the list of domains eligible for investment incentives (20% for 10 year) 2.Business lines on the list of domains eligible for special investment incentives (10% for 15 year). 3. Business established in industrial zones, high-tech zones or in areas with difficult socio-economic conditions (20% for 10 year). Starting 1 January 2009 the Corporate Income Tax will further reduced form 28% to 25%.
The new Personal Income Tax (PIT) Law will be effected 1 January 2009. A progressive rate levied on Vietnam personal income is from 0% to 35%.
Foreign investors can't set up 100% foreign owned trading company in Vietnam until January 1, 2009. Foreign investors in Vietnam engaged in trading business, must co-operative with local individual/company. The highest share ratio is 99%. Trading company in Free Trade Zone is an exceptional form for foreign investors engaging trading activity after June, 2007. The registered capital of Free Trade Zone trading company is USD100,000 with paid-up capital from USD10,000 to USD30,000.