Setting up a company in Vietnam

[2025 - Updated] Your Ultimate Guide to Setting Up a Company in Danang, Vietnam

Da Nang is the socio-economic center of the Central and Highlands Regions and an important gateway connecting the South and the North. Da Nang is oriented to become the financial center of Vietnam and Asia by 2030. Therefore, there are large enterprises and banks opening in this city and create an ecosystem for enterprises, especially the foreign companies setting up a company in Da Nang.

 

Are you considering expanding your business to Southeast Asia? Danang, Vietnam, a vibrant coastal city known for its beautiful beaches, thriving economy, and pro-business environment, is increasingly becoming a prime destination for foreign investment. Setting up a company in Danang can unlock significant opportunities, but navigating the legal and administrative landscape can seem daunting.

This comprehensive guide, brought to you by DB Legal, is designed to be your ultimate resource for understanding the process of setting up a company in Danang. We'll walk you through each step, from choosing the right legal structure to finalizing your business registration, ensuring you're well-equipped for a successful venture in this dynamic Vietnamese city.

I. Why Choose Danang for Your Business Setup?

Before diving into the "how-to," let’s quickly highlight why Danang is an attractive location for your business:

  • Strategic Location: Danang is a major transportation hub in Central Vietnam, boasting an international airport, deep-sea port, and excellent road and rail connections. This makes it ideal for logistics and regional operations.
  • Economic Hub: Danang is one of Vietnam's fastest-growing cities with a diverse economy driven by tourism, manufacturing, IT, and services.
  • Investment Incentives: The Danang government actively encourages foreign investment, offering various incentives in specific sectors and industrial zones.
  • Skilled Workforce: Danang has a young, dynamic, and increasingly skilled workforce, supported by numerous universities and vocational training institutions.
  • Business-Friendly Environment: The city administration is known for its efficiency and support for businesses, aiming to streamline administrative procedures.
  • Quality of Life: Danang offers a high quality of life with beautiful beaches, affordable living costs, excellent infrastructure, and a welcoming environment for expats.

II. Choosing the Right Legal Structure for Your Company in Danang

The first crucial step is to determine the most suitable legal structure for your business in Vietnam. The most common options for foreign investors in Danang include:

  • Limited Liability Company (LLC): This is the most popular choice for foreign investors. An LLC can be either:

    • Single-Member LLC: Owned by one foreign investor.
    • Multi-Member LLC: Owned by two or more foreign or domestic investors. LLCs offer limited liability protection to the owners and are relatively flexible in terms of management and operation.
  • Joint Stock Company (JSC): Similar to a public limited company, a JSC can issue shares to the public and has a more complex structure. It’s suitable for larger-scale operations and businesses planning for future public offerings.

  • Representative Office: A Representative Office is not a profit-generating entity. It’s primarily for market research, liaison, and promotion activities. It’s easier to set up but has limitations on its business activities.

III. The Step-by-Step Process of Setting Up Your Company in Danang

The company setup process in Vietnam generally involves obtaining two key certificates:

1. Investment Registration Certificate (IRC):

  • Purpose: Grants approval for your investment project in Vietnam.
  • Authority: Danang Department of Planning and Investment (DPI) or Danang Industrial and Export Processing Zones Authority (for projects in industrial zones).
  • Key Steps:
    • Prepare Investment Project Proposal: Detail your business plan, investment capital, objectives, location, and environmental impact assessment (if required).
    • Submit Application Dossier: File the required documents with the DPI or relevant authority.
    • Evaluation and Approval: The authority will assess your application for compliance with investment laws and regulations.
    • Issuance of IRC: Upon approval, you will receive the Investment Registration Certificate.

2. Enterprise Registration Certificate (ERC):

  • Purpose: Registers your company as a legal entity in Vietnam.
  • Authority: Danang Department of Planning and Investment (DPI).
  • Key Steps:
    • Prepare Enterprise Registration Application: Includes company charter, list of members/shareholders, legal representative information, and registered business address.
    • Submit Application Dossier: File the required documents with the DPI.
    • Verification and Approval: The DPI will verify the application for compliance with enterprise law.
    • Issuance of ERC: Upon approval, you will receive the Enterprise Registration Certificate, officially establishing your company.

III. Essential Documents for Company Setup in Danang

The specific documents required may vary slightly depending on the legal structure and nature of your business, but generally, you will need to prepare:

  • For Foreign Investors (Individuals):

    • Passport copy (notarized and consular legalized)
    • Proof of financial capacity (bank statements, etc.)
    • Curriculum Vitae (CV)
  • For Foreign Investors (Organizations):

    • Certificate of Incorporation/Business Registration of the parent company (notarized and consular legalized)
    • Audited financial statements of the parent company for the last two years
    • Passport copy of the legal representative of the parent company (notarized and consular legalized)
    • Power of Attorney (if applicable)
  • For the Company in Vietnam:

    • Application forms for IRC and ERC (standard forms provided by DPI)
    • Company Charter/Articles of Association
    • List of members/shareholders
    • Registered address documents (lease agreement, etc.)
    • Capital contribution plan

IV. Post-Registration Procedures: Getting Your Business Operational

Once you have obtained the IRC and ERC, there are several crucial post-registration steps to finalize to ensure your company is fully operational and compliant:

  • Seal Carving: Register your company seal with the authorities.
  • Tax Registration: Register with the local tax department and obtain your tax identification number (TIN).
  • Open a Bank Account: Open a corporate bank account in Vietnam for business transactions.
  • Initial Business License Tax Payment: Pay the annual business license tax.
  • Labor Registration: Register your company for labor and social insurance obligations.
  • Industry-Specific Licenses and Permits (if required): Depending on your business sector (e.g., education, healthcare, import/export), you may need additional licenses or permits.

V. Navigating the Legal and Regulatory Framework

Setting up a company in Vietnam involves navigating a complex legal and regulatory framework. Key legislation to be aware of includes:

  • Law on Investment: Governs foreign investment activities in Vietnam.
  • Law on Enterprise: Regulates company establishment, organization, and operation.
  • Relevant Decrees and Circulars: Detailed regulations and guidelines issued by government agencies.

Staying up-to-date with the latest legal changes is crucial for compliance.

VI. Why Seek Expert Legal Assistance?

While it’s possible to navigate the company setup process independently, engaging a reputable legal firm like DB Legal offers significant advantages:

  • Expert Guidance: We provide in-depth knowledge of Vietnamese investment and corporate law, ensuring compliance and minimizing risks.
  • Streamlined Process: We handle the complex paperwork, procedures, and communication with authorities, saving you time and effort.
  • Tailored Solutions: We advise on the optimal legal structure and strategy based on your specific business goals and industry.
  • Risk Mitigation: We help you avoid potential legal pitfalls and ensure your business operations are legally sound from the outset.
  • Peace of Mind: With our expertise, you can focus on your core business activities, knowing your company setup is in capable hands.

VII. Conclusion: Start Your Business Journey in Danang Today

Danang presents a compelling investment destination for businesses looking to expand in Southeast Asia. While the company setup process requires careful planning and execution, with the right guidance and preparation, you can successfully establish your business and tap into the vibrant opportunities this city offers.

DB Legal is your trusted partner in navigating the intricacies of setting up a company in Danang. Contact us today for a consultation, and let us help you pave the way for your business to succeed in Vietnam.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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