• Vietnam Trading Company Set Up

This article is first hand information based on interviews with relative authorities in Hanoi, HCM, Bibh Duong, Hai Phong, and is available in Thai / Japanese / Korean / Russian / Portuguese / Spanish / French / German. PPM offers Trading Company set up, office rental and Tel / internet application service in China and Vietnam. We also offer recruit service of secretaries who are master in Vietnamese and many other languages.

  • The Latest Policy
According to related regulations after Vietnam entered WTO on  11 Jan. , 2007, Vietnam (VN) must open the local market to foreign investors to set up wholly foreign owned trading co. since 1 Jan., 2009. Moreover, branches and franchise are also allowed to set up nationwide.  5 types of foreign investments below are suitable to set up trading co.: 1. Foreign owned co. registered under Vietnam local resident;  2. Joint venture trading co.;  3. Representative office;  4. Foreign owned factory in Vietnam;  5. Foreigners intend to run a trading company in Vietnam.

To set up a 100% foreign-owned trading co. can get rid of troubles below : 1. Illegal operation of Vietnam nominal co. ;  2. High operation costs of joint venture trading co. and can't 100% control ; 3. Reps. office can't involve direct trading, issue invoice and collect payment.

  • Business Scopes & Rights

Vietnam foreign-owned trading co. will enjoy rights as follows:    
1.Can directly import and export;  2.Can serve as distributor/agent: except products or temporary banned products on the import / export forbidden list;  3. Franchise: can set up franchise nationwide;  4. Business advertising (except for cigarette);  5. Business investigation (except for investigation of vehicle).

VN / CN Foreign-owned Trading Co. Comparison
  Vietnam China
Opening year 2009 2005
Foreign shares 100% 100%
Min. Shareholder/director 1 1
Legal representative No restriction No restriction
Registered capital US$100,000 US$73,000
Location No restriction No restriction
Days to set up 60-90 30-60
Imp. & Exp. trading Yes Yes
Domestic sale No restriction No restriction
CIT(%) 10/15/25 15/20/25
PIT(%) 5-35 5-45
VAT(%) 0/5/10 3/17
Withholding tax 0% 10%
VAT on Imp. 5%/10% 13%
Refunded VAT on Exp. 5%/10% 13%
Duration period 30/Years 30/Years
Branch set up Yes Yes
  • Conditions & Requirements

1.Investment ratio: 100% foreign own;
2. Registered capital: 100,000 USD ;
3. Paid up time: 1 year; can be extended for half year;
4. Operating period: no more than 30 years;
5. Foreign parent company must be the member of WTO, e.g.

Belize / Brunei / HK are better options among offshore jurisdictions. Seychelles, which has DTT with Vietnam, will enter WTO in Dec. 2009 .Because offshore co. with 1 year's business term should submit annual return audited by accountant and notarized by embassy, therefore, offshore holding company set up over 1 year is not recommended.

  • Taxes & Fees

Major taxes of Vietnam trading co. are:  1. Corporate Income Tax : 10%-25% with regional preference;  2. Value Added Tax: 0%/5% /10% ;  3. Personal Income Tax: 5%-35%;  4. Social Security: 18% by employer, 8% by employee ;  5. Qualification Tax : 1-3 million VND / annual.

  • MachProcedures (60-90 days)

01. Offshore co. set up (Belize / Brunei / HK);
02. Documents translations ;    03. Embassy notarization;   

04. Name reservation;    05. Documents for registration;

06. Evaluation and approval by authorities;   07. Issuance of investment certificate;   08. Publication in a newspaper;
09. Resolution of the Board of Directors;   10. Seal registration;   11. Open bank A/C;   12. Tax registration; 

13. Customs registration.

Note: Vietnam trading company opens to set up since Jan., 2009, only Ministry of Commerce in Hanoi has the rights to examine and approve.

  • Required Documents

1. Documents of offshore company ;  2. Proof of financial capacity of parent company ;
3. Passport and ID of Director of parent company ;   4. Passport of legal representative ;
5. Leasing contract ;  6. Registered capital / business scope / name of trading company ;  7. Company catalog or certificate of relative qualification.

  • Goods Restricted to Import & Export

● Restricted Domestic Sales (before Jan. 1, 2010)
1. Alcoholic, cement, limestone and fertilize;  2. Rubber tires;
3. Paper and paper products;  4. Iron and steel products;  5. Sound &video equipments (telephone, cell phone, telegraph and television);  6. Tape recorder or other recorders.

● Prohibited Domestic Sales
1. Rice;  2. Cane sugar / beet sugar;  3. Cured tobacco and cigar;  4. Medicine products;  5. Arms, ammunition, explosive and military use equipments;  6. Book, newspaper and magazine;  7. Precious metal and masonry;  8. Products that has formed on raw material.

● Prohibited Goods of Export
1. Petroleum and petroleum products;  2. Rice, cracked grained and seeds restricted export before Jan. 1, 2011;
3. National historical or culture heritage, national treasure, and antique;  4. Publishing and distribution of culture products;
5. Natural forest, lumber and valuable aquatic products;  6. The password machine and software of the national security scope;
7. Poisonous chemicals.

● Prohibited Goods of Import
1. Cigars& Cigarettes;  2. Refined and processed oil products except crude oil;  3. All kinds of newspaper and magazines;
4. All kinds of audiovisual products;  5. Aviation Vehicle, space craft, rockets used in space file.