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Vietnamese company formation involves obtaining an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC), both now issued by the provincial Department of Finance, which took over the Departments of Planning and Investment in 2025.
By Dr. Anil Kumar Gupta, Chairman, Connect Ventures Group · Updated April 2026 · 15 min read

Vietnam is a major China+1 destination, hosting Samsung's largest global factory, Intel's largest assembly/test facility, and major operations from Foxconn, LG, and Canon. The standard CIT rate is 20% (SME: 15-17%), with tax holidays of 4 years full exemption + 9 years at 50% reduction for qualifying high-tech projects. The new CIT Law (in force 1 October 2025) reset the incentive lists, with priority rates for high-tech, software, R&D, AI and semiconductor projects. 100% foreign ownership is permitted in most sectors under Vietnam's negative list system. The India-Vietnam DTAA provides a clean 10% across all categories, underpinned by the Comprehensive Strategic Partnership. With RCEP, CPTPP, and EU-Vietnam FTA providing preferential access to 60+ markets, Vietnam is one of the fastest-growing manufacturing bases in ASEAN. Comply Globally has helped 1,080+ entrepreneurs across 47+ countries.
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Most foreign investors choose a limited liability company: single-member, or multi-member with 2-50 members. A joint stock company (JSC) needs at least 3 shareholders and suits businesses planning to raise equity. Since 2025 the IRC and the ERC are issued by the provincial Department of Finance, or by the zone authority for projects in industrial and high-tech zones. Under the Law on Investment 2025 (in force 1 March 2026) you can form the company first and obtain the IRC within 12 months. Charter capital must be paid within 90 days of the ERC. One legal representative must reside in Vietnam. Source: Law on Enterprises 2020, Decree 96/2026.
Vietnam's standard CIT is 20%. Under the new CIT Law (Law 67/2025, in force 1 October 2025), companies with revenue up to VND 3 billion pay 15% and those up to VND 50 billion pay 17%. Qualifying high-tech, software, R&D and semiconductor projects can get 10% for 15 years, with 4 years' exemption and 50% off for the next 9. VAT is 10%, with 5% and 0% for listed supplies and a temporary 8% rate on many goods and services until 31 December 2026. E-invoicing is mandatory. India-Vietnam DTAA: dividends 10%, interest 10%, royalties 10%. Source: Ministry of Finance, Decree 320/2025.
Dual-side management: IRC/ERC licensing AND Indian FEMA compliance. Form ODI filing, APR by 31 December, FLA to RBI by 15 July, FTC under Section 90. Vietnam levies no withholding tax on dividends paid to foreign corporate shareholders, so the Indian parent receives dividends gross and pays Indian tax on them. RCEP, CPTPP and the EU-Vietnam FTA give preferential access across Asia-Pacific, the Americas and the EU, making Vietnam a strong export base for Indian manufacturers. Source: RBI.
Investor visas are tiered by capital contributed: DT1 (VND 100 billion+), DT2 (VND 50-100 billion), DT3 (VND 3-50 billion) and DT4 (under VND 3 billion). DT1-DT3 holders can apply for a temporary residence card; DT4 holders renew the visa. Owners and capital contributors who meet the Government's capital threshold can be exempt from a work permit under Article 154 of the Labour Code 2019. Employees need a work permit sponsored by the Vietnamese company. Short visits use the e-visa, open to all nationalities. Source: Law on Entry, Exit, Transit and Residence.
Vietnam is an ASEAN member and a party to RCEP, CPTPP and the EU-Vietnam FTA (EVFTA), giving preferential access to China, Japan, Korea, Australia, NZ, Canada, the EU and all of ASEAN. Trade with India runs under the ASEAN-India Trade in Goods Agreement. The main deep-sea ports are Hai Phong in the north and Cai Mep-Thi Vai in the south. Export processing enterprises (EPEs) operate under customs supervision as non-tariff areas. We handle Vietnamese customs, IOR/EOR, import VAT, e-invoicing and India-Vietnam trade facilitation. Source: Vietnam Customs.
Corporate accounts at Vietcombank, BIDV, VietinBank and Techcombank, or foreign-owned HSBC Vietnam and Standard Chartered Vietnam. Bank of India runs a licensed branch in Ho Chi Minh City. Foreign-invested companies open a Direct Investment Capital Account (DICA) for capital and profit remittance, plus a current account. Charter capital must arrive within 90 days of the ERC; if you form the company before the IRC, agree the timing with your bank first.
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TAX FRAMEWORk
Vietnam charges 20% CIT, with 10% rates and 4+9 year holidays for priority projects
According to the Ministry of Finance, Vietnam's standard CIT rate is 20%. The new CIT Law (Law 67/2025, in force 1 October 2025 and applied from tax year 2025) sets 15% for companies with revenue up to VND 3 billion and 17% for revenue up to VND 50 billion; these rates do not apply to affiliates of larger groups. Projects in high-tech, software, R&D, semiconductors and other priority sectors can get a 10% rate for 15 years, with 4 years of exemption and a 50% reduction for the next 9 (Decree 320/2025). VAT rates are 0%, 5% and 10%, with a temporary cut to 8% for many goods and services until 31 December 2026. E-invoices are mandatory under Decree 123/2020 as amended by Decree 70/2025. Dividends paid to foreign corporate shareholders carry no withholding tax. India-Vietnam DTAA: dividends 10%, interest 10%, royalties 10%.
Sources: Ministry of Finance · PwC Tax Summaries · India-Vietnam DTAA · Updated April 2026
| Factor | 🇲🇾Malaysia | 🇸🇬Singapore | 🇹🇭Thailand | 🇻🇳Vietnam |
|---|---|---|---|---|
CIT Rate | 24% (SME 15–17%) | 17% | 20% | 20% |
Best Incentive | Pioneer 70–100% | Pioneer (case-by-case) | BOI 3–13yr holiday | CIT holiday 2–4yr |
Offshore / Special | Labuan 3% | N/A | N/A | FDI incentives |
VAT / SST | SST 8–10% | 9% GST | 7% VAT | 8% VAT |
DTAA Div (India) | 5% | 10–15% | 10% | 10% |
Indian Community | 2M+ | 400K+ | 200K+ | Small |
RCEP + CPTPP | Both | Both | RCEP only | Both |
Manufacturing | Strong (E&E, auto) | Limited | Strong (auto) | Growing fast |
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Frequently Asked Questions
20% standard rate. Under the new CIT Law (in force 1 October 2025), companies with annual revenue up to VND 3 billion pay 15%, and up to VND 50 billion pay 17%, unless they are affiliates of larger groups. Priority projects in high-tech, software, R&D and semiconductors can get 10% for 15 years, with 4 years' exemption and 50% off for the next 9. Vietnam levies no withholding tax on dividends paid to foreign companies. Domestic withholding on interest is 5%, and the India-Vietnam DTAA caps interest and royalties at 10%. Source: Ministry of Finance, Decree 320/2025.
Yes, in most sectors. Vietnam uses a market access negative list: under the Law on Investment 2025 and Decree 96/2026, 23 sectors are closed to foreign investors and 62 are open only on conditions such as foreign-ownership caps, joint-venture requirements or licences. Outside those lists, an LLC or JSC can be 100% foreign-owned. Where a company runs activities with different caps, the lowest cap applies to the whole company. At least one legal representative must reside in Vietnam. Source: Law on Investment 2025, Decree 96/2026.
Vietnam requires e-invoices for almost all businesses. Under Decree 123/2020, as amended by Decree 70/2025 (in force 1 June 2025), companies issue e-invoices through a registered e-invoice provider and transmit the data to the tax authority. Since June 2025, business households and individual businesses in retail, restaurants and passenger transport with revenue of VND 1 billion or more must use cash-register e-invoices linked to the tax authority. A single invoice can now correct several wrong invoices issued to the same buyer in the same month, and failing to transmit invoice data is a listed violation. Set up e-invoicing before your first sale. Source: Decree 70/2025.
Choose an LLC unless you need outside equity investors. A single-member LLC can be wholly owned by your Indian company, and a multi-member LLC allows 2 to 50 members, with simpler governance and no share issuance. A JSC needs at least 3 shareholders, can issue shares and list on a stock exchange, and suits joint ventures or businesses planning investor rounds, but it carries heavier governance. Both give limited liability, both can be 100% foreign-owned outside restricted sectors, and both need an IRC and an ERC from the provincial Department of Finance. Comply Globally advises on LLC vs JSC based on your shareholder plan. Source: Law on Enterprises 2020.
Under RBI's Master Direction on ODI, file Form ODI with your AD bank. Automatic route within 400% of net worth. Annual: APR by 31 December, FLA to RBI by 15 July. Vietnam levies no withholding tax on dividends paid to foreign companies, so dividends reach the Indian parent gross and are taxed in India. Interest and royalties are capped at 10% under the India-Vietnam DTAA, and tax withheld in Vietnam is creditable under Section 90. Vietnam joined the Apostille Convention from 11 September 2026, so Indian company documents for the IRC and ERC can now be apostilled instead of consular-legalised. Source: RBI, CBDT.
IRC timing, market access rules and CIT incentives decide your structure. Let our specialists set it up right.