Do You Need a Vietnamese Nominee to Open a Company?

Be Careful with Nominee Structures

Some foreign investors think using a Vietnamese nominee is a shortcut to open a company inVietnam. In reality, it can become a serious risk.

Do You Need a Vietnamese Nominee to Open a Company?

A nominee structure may look simple. A local person stands as shareholder. The foreign investor provides money and controls the business behind the scenes.

But what happens if the relationship breaks down?

Who legally owns the shares?

Who controls the company seal?

Who controls the bank account?

Who can sign contracts?

Who can transfer the company?

Who is responsible for tax and compliance?

What happens if the nominee refuses to cooperate?

These questions become very real when the business makes money, receives investment, faces a tax review, or enters a dispute.

A nominee is not just a name on paper. It is a control risk.

Before using a nominee in Vietnam, check whether a transparent foreign-owned structure is legally possible.

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Vietnam Company Formation Is Not Just Paperwork

Vietnam Company Formation Is Not Just Paperwork

If you think Vietnam company formation is only paperwork, you may miss the real legal risks.

Many foreign investors only ask: “How long does it take?” and “How much does it cost?”

Those are important questions. But they are not enough.

Vietnam company formation is not just paper work

Opening a company in Vietnam may involve several layers: investment conditions, enterprise registration, business lines, charter capital, bank accounts, tax registration, accounting setup, labor compliance, contracts, and sometimes special operating licenses.

The company may be legally established, but not yet ready to operate safely.

For example, a trading company may need to consider import rights and distribution rights. An e-commerce business may need to consider platform rules, data, consumer protection, and payment flows.

Company formation is not just registration. It is market-entry structuring.

Before forming a company in Vietnam, investors should ask: “What happens after the license is issued?”

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Before Opening a Company in Vietnam, Answer This First

The first question in Vietnam company formation is not: “What should the company name be?”
The first question is: “How will this company make money?”
Many foreign investors focus on the company name, address, capital, and shareholder structure first. But those are not the real starting points.
The real starting point is the business model.

Business Model First, Company Name Later

Will the company sell goods or provide services?
Will it sell to Vietnamese customers or foreign customers?
Will it import products?
Will it sell online?
Will it operate a platform?
Will it hire local staff?
Will it need a physical location?
Will it collect payments in Vietnam?

Each answer may affect licensing, tax, banking, contracts, and post-licensing compliance.
A weak business model creates a weak licensing strategy.
Before opening a company in Vietnam, clarify the business model first. The legal structure should follow the business, not the other way around.

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Can Foreign Investors Own 100% of a Vietnam Company?

Can a foreign investor own 100% of a company in Vietnam?

The answer is: sometimes yes, sometimes no.

Many investors ask this question too early. They ask about ownership before explaining what the company will actually do.

Can a foreign investor own 100% of a company in Vietnam?

In Vietnam company formation, ownership depends on the business activity. A consulting company, a trading company, an e-commerce business, a logistics company, a restaurant, or a real estate project may face very different legal conditions.

Some sectors are open to foreign investors. Some sectors are conditional. Some may require additional approvals. Some may require a more careful structure.

So the better question is not simply: “Can I own 100%?”

The better question is: “Can I legally own 100% for this exact business model?”

Ownership follows the business model.

Before forming a company in Vietnam, define clearly what you will sell, who your customers are, and how the company will make money.

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Company formation in Vietnam- How to proceed?

Foreign investors may put resources into the type of 100 % funding to set up company  in Vietnam, being joint stock company, limited liability company, partnership company. In recent years, the openness policy of the Vietnamese government has made company formation in Vietnam easier.

To receive investment registration certificates, first-time foreign investors in Vietnam must have investment projects and complete investment registration or examination procedures at state investment agencies.

Business registration certificates shall concurrently be investment certificates. Company with 100% foreign capital has established and operated from the date of issuance of the business registration certificates

Vietnam company formation dossiers

-Registration/Request for issuance of Investment Certificate;

-A report on financial capability of the investor;

-Draft of the company’s charter;

-List of members of company;

-Copy of the people’s identity card, passport or other lawful personal certification, for individual members;

-Copy of the business registration certificate or establishment decision, or other equivalent document, for member organizations;

-Copies of the people’s identity card, passport, the authorization document, or other lawful personal certification, for authorized representatives.

-Within three months of the date of submission of the business registration dossier, copies of the foreign member organizations' business registration certificates must be authenticated by the organizations' registered agencies;

-Written authorization of the investor in case investor is organization and valid copy of  the legitimate individual affirmation of the approved delegate. Documents in foreign languages must be converted into Vietnamese, authenticated and legalized;

-The Business Cooperation Contract (BCC) or the joint-venture contract

-Other documents required by Vietnam law

Vietnam company formation would take anywhere from 30 days. If the investment area is conditional or the State government must examine the investment project, additional time may be required.

Special licenses, minimum capital or other conditions might be required in certain investment projects.

How a law firm in Vietnam would help with company formation in Vietnam?

While the process of company formation in Vietnam is straight forward more often than not, there are numerous circumstances which it would be better that the client draws in a law firm in Vietnam to help with record planning, legitimate interpretation, legally approbation, and verification of utilization dossiers.

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