Company Formation Services

Setting up a company can be a challenging job if you are not familiar with the specific procedures, timelines, bureaucracy, languages and requirements of the different jurisdictions you operate in.


Our local experts will set up your company in accordance with the prevailing laws of your jurisdiction of choice, ensuring that you enjoy the unique business advantages available in each market environment.

Company Formation Services including:

  • Business license
  • Special certificates (if required)
  • Office space & business address
  • Bank account opening
  • Required company chops or stamps
  • Social insurance account
  • Tax code registration
  • Invoicing (waive for Representative Office setting up)

NVM Group will guide you through a seamless process of registering your company.


1. Business License

Vietnam Business Laws allow foreign ownership in most sectors. The three most common business entity types open to foreign investors in Vietnam are:

  • Limited Liability Company (LLC)
  • Joint-Stock Company (JSC)
  • Representative office (RO)

Setting up a legal entity in Vietnam will give investors the following advantages

  • Ability to set up a separate legal entity and enjoy limited liability
  • Both individual and corporate founders are allowed
  • Earn revenue and conduct commercial activities in a foreign environment
  • Clear corporate structure to ensure investors control
  • Ability to add both foreign and local shareholders/members

  Limited Liability Company (LLC) Joint-Stock Company (JSC) Representative office (RO)
Suitable for

- Small to medium sized businesses who are looking to earn direct revenue in Vietnam

- Medium to large sized businesses who are looking to earn direct revenue in Vietnam

Cannot be used for the purpose of entering into any transactions that generate direct revenue in Vietnam
Procedures

Step 1: Application for Investment Registration Certificate

Step 2: Application for Business Registration Certificate

Note: Some business activities such as distribution, restaurant, construction, education, tourism, medical care and etc. , require additional licenses from the respective Ministries
Application for Representative License to Department of Industry and Trade
Investor’s documents need to be prepared

Step 1:

- A written request for permission for execution of the investment project;

-A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment (if the investor is an organization).

- An investment proposal;

- Copies of financial statements of the last two years of the investor;

- Demand for land use;

- Explanation for application of technologies to the project;

- The business cooperation contract (if the project is executed under a business cooperation contract).

Step 2:

- Company’s charter;

- List of members;

- List of founding shareholder and shareholder

- List of copy ID card, passport of the owner and the legal representative;

- The decision on Establishment, Certificate of Business registration, or an equivalent document of the organization and the letter of authorization; the ID card or other ID papers of the authorized representatives of members being organizations

-Business registration Certificate

- The audited financial statements of the latest year

- Office lease contract

- Copies of the passport or ID card of the head of the representative office

- Assignment Letter of the head of the representative office
Timeframe

Step 1: 5 - 15 working days from the day receiving valid dossier.

Step 2: 3 working days days from the day of receipt of a valid dossier

Note: The statutory timings above are the processing with the authorities, and do not include the preparation time for the applications nor the review, preparation or translation of documentation required for the process

7 working days from the date of receipt of the valid application

Note: The statutory timings above are processing times with the authorities, and do not include preparation time for the applications nor the review, or preparation or translation of documentation required for the process

2. Office space & business address

Having a local registered address is mandatory when starting a business in Vietnam. Securing a practical office location is highly recommended. However, investors can save time and costs by leveraging a virtual office address for business registration.


3. Post-licensing steps

After obtaining a Business Registration Certificate, there are additional steps needed to be taken to get up and running:


Company chops or stamps:

In Vietnam, an official company seal or chop gives legal validity to documents issued by companies. Documents containing only a signature of its legal representative are still considered insufficient. Government authorities will refuse to recognise a document without a seal. Therefore, the use of company seals in Vietnam is essential. Companies shall have the right to freely decide the form, content and amount of their seals, however, companies must inform the business registration authority about the design, number and content of its company seal before it is legally recognized.


Social insurance registration:

One of the key obligations that an employer has in Vietnam is the payment of social insurance for employees. To do this, companies have to register for a social insurance code after obtaining a business license. The documents for registration include:

  • The application form of the company
  • List of employees for social insurance payments
  • The application forms of employees

Tax code registration:

To regulate the tax obligation in business activities, all legal entities must register for a tax code.

  • For companies, the business code on the Business License is also the tax code of a company.
  • For representative office, within 10 days from the date of license issuance, the representative office has to submit a tax registration declaration and representative office license for tax code

Bank account opening:

Companies, once they have received a Business License and completed the initial post-licensing activities, can open bank accounts with Vietnamese banks.
Companies should open business bank accounts for the following reasons:

  • Clean and Accurate Bookkeeping
  • Simplify Accounting Tasks
  • Avoid tax issues when auditing
  • Receiving refunds from authorities

To create a corporate bank account, companies must present a set of documents with the bank they want to work with. Among these are:

  • Specific application forms issued by the bank.
  • Business License
  • Other documentation requirements (depending on the specific bank)

1. Registration for Business license at MoC – online submission

Link: https://www.businessregistration.moc.gov.kh/


Type of business:

  • Private limited company
  • Public limited
  • Foreign company : include Branch Office or Commercial Representative Office

Requirement information and documents:

General information:

  • Proposed name
  • Business activities
  • Share Par Value
  • Number of Employees

Addresses and Contacts Information: request encloses the proof of addresses.

Directors Information

Parent company information for foreign company only:

  • Full Name, Address of Parent Company, Commercial Registration Number of Parent Company, Date of Registration of Parent Company, Country of Registration of Parent Company.
  • Power of Attorney appointing Representative Director or Branch Director – scan copies to upload.
  • Legal business registration of Parent Company – scan copies to upload

After your application is successfully reviewed and approved, you will receive a notification email to extract an electronic certificate, which contains an electronic stamp, QR code and signature.

If you require a certificate with original stamp, QR code and signature, please make your request to the Business Registration Department, Ministry of Commerce. From your company profile page, click ‘Request extract or certificate’, choose type ‘certificate’, select ‘generated date’, and click ‘submit’.

The certificate is displayed both in English and Khmer and should be printed in landscape on one page only.

Submit the annual declaration. If not submitted, a penalty will be incurred between KHR 0.5 million and KHR 10 million per year.

Time: 15 days

2. Registration for General Department of Taxation (GDT) including Patent Tax and VAT Tax:

Patent tax Certificate:

  • The Patent Tax is applied on total annual turnover and is paid by the end of March every year.
  • The new taxpayer shall pay this tax in a full year amount if the business is started within the first half of the year, or pay in a half year amount if the business is started within the second half of the year.
  • The taxpayer who has branches, warehouses, factories or workplaces for the same business in the same local jurisdiction is subject only one patent tax payment, but if that taxpayer has different businesses in different local jurisdictions, he shall pay the patent tax for each business and each jurisdiction.
  • The taxpayer must display the patent certificate at the principle place of business.

VAT Tax Certificate:

  • VAT Tax - the self-assessment regime taxpayers who are making taxable supplies are obliged to register for VAT, and collect VAT from the supplying of goods or services to their customers.
  • The term “good” means tangible property other than land or money. The term “service” means the provisions of something of value other than goods, land, or money.

Government fee:


Real Regime of Taxation

2019 Patent Tax Fee

Khmer Riel (KHR)

2019 Patent Tax Fee

United States Dollars (US)
Small Taxpayer KHR400,000 USD100
Medium Taxpayer KHR1,200,000 USD300
Large Taxpayer KHR3,000,000 or KHR5,000,000* USD750 or USD1,250

Necessary documents for 1st registration of Patent Tax and VAT:

Company legal documents: MoC Certificate. Must apply for a patent and VAT registration no later than 15 days after the company registration is authorized by the MOC

Bank reference: needs to open a corporate bank account using the registered company’s name at a preferred bank in Cambodia.

ID Card/Passport: A copy ID Card or passport of the company owner/representative and each shareholder is required. The ID card/passport shall be signed by the chairman/representative and stamped using the company’s seal.

Photograph:

  • 2 photos of the company owner/representative and each shareholder are required.
  • The photos shall be 45x35 cm sized, no glasses, both ears clearly showing, and with the white background.
  • Each photo needs to be signed and confirmed at the back by the chairman/representative.

Office rental contract:

  • Either the contract for renting a house/building for your company; or a house ownership certificate; or a letter of authorization if using someone else's house from which the business is operated.
  • All contract types need to be authorized by the local authority (Sangkhat office) in which the house is located. The landlord shall facilitate the processing of this kind of document.

Property tax receipt:

  • Latest receipt of property tax payment for the house you rent or use for your business.
  • Important note: your business address needs to be exactly the same as the address stated on the receipt.

Residency permit: A residency permit is required if the company owner/representative is a foreigner. The residency permit needs to be authorized by the local authority (Sangkhat office) in which the house is located. The landlord might be able to assist you with this. Residency rental contract and property tax receipt shall be enclosed if the residency address is different from the business address.

Expertise: The chairman/representative shall enclose any relevant document/certificate/degree/equivalent documents to prove that he/she has relevant skills and expertise in the field of company’s reach. These kinds of documents apply for Consultancy Company, taxation and auditing, etc.

Telephone and email addresses of the shareholders

Application: The application for patent and VAT registration is available at the GDT's office. Make sure that you fill it out correctly and attach all the required supporting documents.

Submit by hard copies at GDT.

Get the annual patent tax certificate and VAT certificate.

3. Ministry of Labour and Vocational Training (MLVT)

4. National Social Security Fund (NSSF)

All employers or owners of enterprises/establishments under the scope of the Labor Law on Social Security Schemes for Persons Defined by the Provisions of the Labor Law shall be compulsory to register their own enterprises/establishments and workers in NSSF

  • Time: the enterprise/establishment shall register in a qualifying period of forty five (45) days following the date of the enterprise/establishment starts to operate
  • Government fee: no apply
  • Necessary documents

    • MOC Certificate
    • Patent Tax Certificate
    • Employee ID card copy
    • Application Form, need to sign and stamp by the representative on the form from the government in hardcopy.
  • Submit hard copies to the NSSF Office
  • NSSF shall issue identity code to each enterprise/establishment after receiving the form of the "Registration of Enterprise/Establishment"
  • In case of the loss or damage of the NSSF membership card, the persons concerned shall promptly inform their own employer and request a duplicate within at least thirty (30) days following the date of notification. Providing the duplicate to the persons concerned shall incur a fee of 2,000 (two thousand) riels for NSSF.
  • Report of the Number of Workers: submit the monthly report of number of workers to NSSF by the 20th of the following month (Hardcopy-Form” or “E-Form” together)
  • For new workers does not have a NSSF membership card, the employer or owner of an enterprise/establishment shall send their new workers to register in NSSF no later than 03 (three) days after allowing them to start to work with the aim of receiving the NSSF membership card with 15 digits.

1. Business license

An investment in Myanmar shall be in the form of a company incorporated in accordance with existing laws and there are the business structures that a foreign investor can consider for setting up a company in Myanmar:


  Minimum Number of Shareholders Minimum Capital Maximum Allowed Foreign Ownership
Wholly foreign-owned company

1

No official minimum capital requirement. However, service companies need US$50,000 and manufacturing companies require US$150,000 of minimum capital

100%

Local company

1

No official minimum capital requirement. However, service companies need US$50,000 and manufacturing companies require US$150,000 of minimum capital

35%

Joint venture with a local partner

2

US$50,000

80%

Joint-stock company

7

US$50,000 or US$150,000 if company want to be listed in the Yangon Stock Exchange

100%

Branch office

1

$50,000

100%

Representative office

1

$50,000

100%


The authority departments for registration of companies in Myanmar:

  • Directorate of Investment and Company Administration (DICA): in charge of company registrations for local and foreign businesses under the Myanmar Companies Law 2017.
  • Myanmar Investment Commission (MIC): approve the investment proposal applications.

Step 1: Applying for a Business Incorporation Certificate from DICA with the submission of certain documents:

  • Form A of the Myanmar Companies Regulation 1957
  • Draft Memorandum and Articles of Association
  • Duly completed questionnaire form
  • Intended activities to be performed
  • Estimated expenditures in Myanmar for the first year’s operations
  • Financial credibility of the company/individual
  • Board of Directors resolution, if the subscriber is a company

After the documents above are submitted, the investors receive a temporary permit to trade.


Step 2: Providing another set of forms to register the company, including:

  • Declaration of registration
  • Memorandum and Articles of Association
  • Declaration of the legal and official version of the documents
  • Declaration of the situation of registered office
  • Translation certificate
  • List of Directors
  • List of person(s) authorized to accept services of process and notice in Myanmar on behalf of the company (i.e., for a branch office of a foreign company.)

The process above is for normal company registration under the Myanmar Companies Act. Investors who want to apply for a MIC permit still need to submit a detailed business plan to MIC plus additional registration forms.


The general timeline for company incorporation is approximately two weeks. Otherwise, the usual timeline for your business to become operational is 3 – 6 months for the appropriate process approvals by the Myanmar Investment Commission (MIC)


2. Registered office service

Every Myanmar Company must maintain a registered office in Myanmar to which all communications and notices may be addressed. A notice stating the address of the initial registered office is required to be provided to the DICA when the company files its incorporation documents.


The Myanmar companies act requires that a notice must be given to the DICA by the company within 28 days of any subsequent changes of its registered office address.


3. Post-licensing services

Once the company is set up, the following activities need to be completed:

  • Get an official company seal: A company in Myanmar may have a common seal.
  • Bank account opening:

    For opening Myanmar bank account, the investor needs to do the following:

    Step 1: Transfer initial capital to suspense account of bank. After that, the bank will issue “credit advice”.

    Step 2: When credit advice is issued, the investor needs to prepare and provide the necessary documents to the bank. The required documents are different depending on the bank.

    Step 3: After documents are completed, the director who will make transactions will sign at the bank to get the sample signature and receive bank account number.

    Step 4: Submitting application to transfer money from suspense account to the company bank account.

  • Social security registration: Companies with 5 or more employees are required to register for the social security scheme with the Social Security Board (SSB) under the Ministry of Labor. The registration must be submitted within ten (10) days from the appointment of the fifth (5th) employee. The relevant township office will issue a registration certificate for the employer and advice on the relevant government clinics and hospitals appointed for the employees’ examination. An employer who fails to comply with the responsibility to register will, on conviction, be punished with imprisonment for a term not exceeding one (1) year or with a fine or with both
    The employer has to prepare the following documents for the employee’s registration
    • Form 2
    • Form Health Certificate
  • Tax registration: Unless exempted, any person who carries out a production or service enterprise must register for commercial tax with the relevant Township Revenue Officer one (1) month prior to the commencement of business.

Contact us at (+84) 2839 259 459, email: contact@nvmgroup.com or fill the form below for more information and assistance.







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