Company formation and corporate restructuring

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Overview

Establishing or restructuring a company in Vietnam demands precise legal knowledge and local experience. CyraLaw helps domestic and foreign investors set up the optimal corporate vehicle (LLC, Joint-Stock Company, Representative Office, Branch, or Foreign-Invested Enterprise), align governance and capital structures, and execute restructuring projects that reduce risk, optimize tax and operations, and ensure full regulatory compliance.

Who this service is for

Foreign investors planning market entry or expansion in Vietnam.
Founders and entrepreneurs starting a new local company.
Existing companies seeking restructuring for investment, M&A, capital raising, or operational efficiency.
Multinationals establishing subsidiaries, branches, or representative offices.
Companies needing governance, shareholder or board restructuring for compliance or financing.

Key services we provide

1. Entity selection & market entry strategy

Recommend optimal entity type (LLC, JSC, FIE, branch, rep office) based on business model, ownership, tax, and sector regulations.
Advise on investment licensing requirements and sector-specific limitations.

2. Company registration & licensing

Prepare and file applications for Enterprise Registration Certificate (ERC) and Investment Registration Certificate (IRC) where applicable.
Support with obtaining business licenses, tax registration, social insurance registration, and bank account opening.

3. Foreign-invested enterprise (FIE) setup

Full support for foreign investors: investment proposal, capital contribution plan, IRC/approval, and establishment of the Vietnamese legal entity.
Coordinate with local authorities and handle required translations and notarizations.

4. Charter, charter amendment & capital contribution

Draft and amend company charter/articles of association to reflect new ownership, capital structure, or corporate governance.
Handle capital contribution procedures, valuation coordination, notarial and registration steps, and update of business registration.

5. Shareholder & governance structuring

Design shareholder agreements, voting rights, board composition, and governance policies to protect investor interests and ensure operational clarity.
Implement minority protection, exit mechanisms, pre-emption rights, and deadlock resolution.

6. Corporate restructuring & reorganization

Mergers, demergers, spinoffs, conversion between entity types, and internal reorganizations to improve efficiency or prepare for transactions.
Tax and regulatory impact assessment and cross-department coordination (legal, finance, tax).

7. Due diligence & legal opinions

Pre-transaction corporate due diligence and tailored legal opinions on corporate status, liabilities, encumbrances, and regulatory risk.

8. Post-registration compliance & ongoing support

Assistance with annual filings, board resolutions, shareholder meeting minutes, statutory registers, and compliance checks to keep your entity audit-ready.

Typical process & timeline

Initial consultation & strategy (1–3 business days)
Understand your business, advise entity type, list regulatory requirements.
Document preparation & submission (1–3 weeks)
Prepare legal documents, notarizations, and submit to relevant authorities. Timelines vary by industry and locality.
Authority review & issuance (2–6 weeks)
Authorities process registration and investment approvals; timeline depends on licensing requirements and sector restrictions.
Post-formation compliance (ongoing)
Tax registration, social insurance setup, bank account opening, and ongoing corporate governance support.

Typical total time: from 2 weeks (simple domestic LLC) to 6–12 weeks (FIEs or regulated sectors). Exact timing depends on industry and completeness of documents.

Required documents (common)

Passport/ID copies of shareholders and directors (certified/notarized where required).
Power of attorney (for representative handling procedures).
Proposed company charter and list of founding shareholders.
Investment proposal or business plan (for FIEs).
Proof of legal status of foreign investor (for corporate shareholders).
Valuation and transfer documents for capital contribution (if applicable).

Note: Document list varies by entity type and industry. We prepare a tailored checklist after initial consultation.

Fees & pricing (guidance)

Fees depend on entity type, sector (regulated vs non-regulated), and scope (one-off registration vs full-package with advisory).
We offer transparent fixed-fee packages for standard company formation and bespoke quotes for complex FIEs or restructuring. Contact us for a detailed proposal.