Every answer, in one place
The complete answer bank behind the knowledge base and every service page on this site. One record, one answer, used everywhere — so a question answered here reads identically wherever it appears. Use the location switch to narrow it to one market.
701 answers · 13 domains · 38 topics
Formation and structure 295
Choosing a route, then the entity, the documents and the order they happen in.
Formation documents, attestation and legalisation 93
What documents may Emirates NBD request?
What documents do I need to start a UAE company?
Do foreign investor documents need legalisation or translation?
Can you help if I already have a company but not its documents?
Do I need paid-up share capital to form a UAE company?
What is a Memorandum of Association?
What are Articles of Association?
Can I form a company with a power of attorney?
Do my documents need to be translated, notarised, attested, or legalised?
Can Sonsoto help with document legalisation and translation?
Can Sonsoto help with a corporate shareholder or foreign parent company?
Can a corporate shareholder own a UAE company?
What documents does a corporate shareholder usually need?
Does a foreign parent company need to legalise its documents?
Are document legalisation and translation included?
What happens if my documents are incomplete or expired?
How do I submit a referral?
What makes a referral eligible?
Can I use email for official instructions?
Can I form a UAE company with more than one shareholder?
Can I use a power of attorney for company setup or administration?
Can I offer immigration, visa, citizenship, or second-passport services?
Can Sonsoto help if my company records are incomplete?
Can a UAE company have more than one shareholder?
Can a UAE company have a corporate shareholder?
Do company documents need to be notarised or attested?
Do I need passport photographs and proof of address?
What additional documents are needed if a company owns the shares?
Which jurisdiction is actually best for my business model and where I live now?
What type of entity should I form for what I want to do (LLC vs company vs branch, free-zone vs mainland, holding vs operating)?
How will this structure be taxed now and later (corporate tax on retained/distributed profits, personal tax, double tax, non-dom/remittance rules)?
Will this structure protect my personal assets in practice (liability shield, director/personal guarantees, substance expectations)?
What do I need to qualify for this jurisdiction or regime (residency, visa, minimum share capital, director/owner requirements, local partner)?
Can I do everything remotely, or do I have to travel and sign in person (KYC, notary, power of attorney, video-KYC, bank expectations)?
What documents do I need, and in what format (KYC, proof of address, UBO charts, business plan, translations, apostilles)?
How long will formation actually take from 'I pay you' to 'my company can operate'?
What exactly is included in your quoted price, and what is not (government fees, address, bank account, VAT registration, accounting, mail-handling)?
What are the hidden or 'mandatory optional' costs I should expect in year one and after (registered office, contact person, directors, annual levy, mandatory accounting, licence renewals)?
Who will actually be doing the work, and how much experience do they have with cases like mine?
How will you handle compliance and regulatory changes after formation?
What ongoing support do you provide beyond formation (accounting, payroll, VAT, annual returns, licence/visa renewals, ad-hoc questions)?
How transparent will you be about status, delays, and problems (trackers/portals, named contact, escalation paths, SLAs)?
What happens if the bank or authority rejects my application or asks for more information (re-filing, appeals, additional fees, realistic success rates)?
Can you coordinate multi-country needs, or only one jurisdiction at a time (holding vs operating, group structures, IP, substance across countries)?
What do I need to do in the first 30-90 days so I don't break anything (bank account, tax/VAT registration, social security, payroll, initial filings)?
What are my ongoing compliance obligations and deadlines (monthly/quarterly filings, annual accounts, audits, licence renewals, substance tests)?
How will you remind me and/or handle these on my behalf (calendars, automated reminders, standing instructions, scope limits)?
What accounting package should I expect at my size, and what does it cost (entry-level vs full accounting, transaction limits, VAT handling, annual report fees)?
How do I pay myself or my co-founders in a tax-sensible way from this company (salary vs dividends vs contractor fees, remittance rules, social security)?
How will this company affect my personal tax residency and non-dom status (days, ties, centre of vital interests, remitted vs non-remitted income, minimum tax floors)?
What do I need to keep as evidence so I'm safe in an audit or bank review (contracts, invoices, substance evidence, board minutes, KYC trails)?
If my situation changes (new country, new investors, different activity), what needs to change in the structure and filings?
Should I choose mainland or a specific free zone (DMCC, IFZA, Meydan, RAKEZ, etc.) for my business?
For my activity, which licence category do I actually need (professional vs commercial vs industrial; regulated vs non-regulated)?
Does my business qualify for Qualifying Free Zone Person (QFZP) 0% corporate tax, or will I pay 9%?
What is the real first-year total cost for formation, licences, visas, and office — not just the headline 'from AED X'?
What recurring costs will I have from year two onward (licence/visa renewals, office rent, UBO filing, ESR, accounting, audit)?
How many visas can my chosen free zone/mainland structure actually support, and what drives that limit?
If I am non-resident today, how many days and what pattern do I need to keep UAE residency valid and tax-sensible?
What do I need to open a corporate bank account in the UAE, and how long does it usually take in my profile?
Will my company be subject to audit, and from when (audit thresholds per zone, mainland rules, sector-specific requirements)?
When do I need to register for UAE VAT, and can I voluntarily register (AED 375,000 threshold, voluntary from AED 187,500)?
How will UAE corporate tax apply to my company, and do I fall under any exemptions or free zone benefits (9% regime, thresholds, QFZP)?
What are my monthly/quarterly compliance obligations (VAT returns, corporate tax returns, ESR, UBO, e-invoicing)?
What does the FTA e-invoicing mandate mean for how I issue invoices and keep records?
Can I use this UAE company to invoice clients in my home country or the EU without causing permanent establishment or problems there?
How do I pay myself from this company in a tax-sensible way given my home country's rules (salary vs dividends vs management fees, double-tax)?
What happens if I change free zone, upgrade activity, or move from free zone to mainland later (migration vs new licence, costs, timelines)?
What are the practical differences between the big brand zones (DMCC, DIFC, ADGM) and cheaper ones (IFZA, Meydan, SHAMS, RAKEZ)?
What substance and ESR expectations will I face for my specific activity (trading, consulting, holding, IP)?
Do I need local employees or a local partner for my line of business, or is 100% foreign ownership possible in practice?
If I'm coming through an agent, how will they represent me to authorities and banks, and what risks does that create (nominee roles, POA)?
What exact documents and evidence will I need to keep each year to be safe with FTA, MOF, and banks (contracts, invoices, board minutes, ledgers, TP, ESR)?
If my home country introduces rules targeting low-tax jurisdictions, how exposed will this UAE setup be (CFC, defensive measures, global minimum tax)?
What happens if I want to sell the company or assets, or move them into a holding structure later (share transfer, stamp duty, re-licensing, tax on exit)?
If I decide not to proceed with UAE after formation (or to close), what is the clean exit process and cost (liquidation vs strike-off, deregistration, visa cancellations)?
What is the right market-entry vehicle for me: LLC, JSC, representative office, branch, or EOR?
For my business, is 100% foreign ownership allowed, or are there caps or local partner requirements?
What business lines should I register now, and what happens if I need new/adjacent ones later?
What is the realistic timeline from 'we decide to enter Vietnam' to 'company is formed and can legally operate' in HCMC or Hanoi?
How much charter capital will authorities and banks expect for my sector and scale, beyond the formal minimum?
What documents do foreign investors and founders need, and how far do we go with notarisation, legalisation, and apostille?
Do we need a resident Legal Representative in Vietnam, and what happens if that person travels or leaves the country for an extended period?
What are our core tax compliance obligations once we start operating (CIT, VAT, PIT, foreign contractor tax), and the typical deadlines?
How do Vietnam's VAT and e-invoicing rules apply to our business (local services, exports, goods), and when do we need to register?
What are typical accounting service packages and monthly fees for a small FDI company, and what exactly do they include?
How do labour law and social insurance obligations work for our first hires (local vs expat), including work permits and contracts?
Can our Vietnam entity invoice foreign customers in USD/EUR, and what are the practical FX and banking constraints?
How will this Vietnam entity interact with our existing group structure (parent, IP owner, other operating entities) for tax and legal purposes?
What are the conditions and process for profit repatriation and dividends from Vietnam (audits, tax clearance, bank documentation)?
What level of substance (office, staff, management presence) will authorities expect for our activity, beyond the bare legal minimum?
Which 2026 Investment Law changes and implementing decrees actually affect our sector's licensing and ongoing obligations?
If we start with a lighter entry (rep office or EOR), what's involved in upgrading to a full FDI company later, and what gets reused vs redone?
Free-zone setup 26
Is mainland better than a free zone?
Can a free-zone company sell to UAE customers?
Is a free-zone company cheaper?
Can I move from a free zone to mainland later?
What is a UAE free-zone company?
Can a free-zone company be fully foreign-owned?
Should I use an Abu Dhabi mainland or free-zone structure?
Should I choose a Dubai free zone or mainland licence?
Can I run a UAE business from an Umm Al Quwain free zone?
Should I choose mainland or a free zone?
Can I transfer a company from a free zone to mainland?
Can I import goods into the UAE through a free-zone company?
Can a consultant use a UAE free-zone company?
Can a consultant invoice UAE clients from a free-zone company?
What is Meydan Free Zone best suited to?
What is DWTC Free Zone best suited to?
Can an e-commerce company sell to UAE customers from a free zone?
What is Masdar City Free Zone best suited to?
What is SPC Free Zone best suited to?
What is Ajman Free Zone best suited to?
Can I get warehouse space in Ajman Free Zone?
Is Hub71 a free zone?
How does it differ from Ajman Free Zone?
What is Hamriyah Free Zone best suited to?
What is Fujairah Free Zone best suited to?
How does Fujairah Free Zone differ from Creative City?
Investment registration, project approval and the investment-reporting lifecycle 6
What are an IRC and ERC?
When is investment registration or project approval needed in the UAE?
What are an IRC and ERC in Vietnam?
Who issues our IRC and ERC in our case (which provincial DPI/authority), and how do they differ in content and legal effect?
How does the Direct Investment Capital Account (DICA) work, and what happens if we miss the capital contribution deadline after ERC?
What evidence and documentation should we maintain across IRC/ERC, sub-licences, capital contribution, HR, and tax so we're safe in inspections?
Mainland setup 9
Does mainland ownership require a local shareholder?
What is a UAE mainland company?
Can a mainland company be fully foreign-owned?
Can a mainland company trade across the UAE?
How long does mainland formation take?
How is a Vietnam mainland company established?
Do I need a mainland company to sell products in the UAE?
Can a Meydan company sell to UAE mainland customers?
Can a Dubai Media City company work with mainland clients?
Foreign-investor market access, ownership restrictions and sector conditions 2
Can a foreign investor own and operate a business in the UAE?
Can a foreign investor enter the Vietnam market in any sector?
Trade name and licensed activities 17
Does a UAE trademark protect the brand across the GCC?
What cannot usually be registered as a trademark?
How long does UAE trademark registration take?
Does registering a company name protect the brand?
Can I change my company name later?
Can I add or remove a business activity?
What is a trade-name reservation?
Can I use a personal name in my UAE company name?
Can I use words such as “international,” “group,” “holding,” “bank,” or “investment” in my company name?
Can I use a general trading licence for every product?
What can I do before applying to improve my chances?
How should a company choose its name and registered activities in Vietnam?
Can I reserve a UAE company name before I decide on the final structure?
What company names are not allowed in the UAE?
Can I use my existing overseas company name in the UAE?
Can I sell supplements, cosmetics, food, medical devices, or health products in the UAE?
Can I change or add activities after incorporation?
Offshore structures 6
What is a UAE offshore company?
Can an offshore company trade inside the UAE?
Is an offshore company tax-free?
Is an offshore company the right route for operating in Vietnam?
Can I use a nominee or offshore company to hide beneficial ownership?
When is offshore the wrong route?
Shareholders, ownership and transfers 13
Can I add a shareholder or investor later?
Can I use an IFZA company to sell to UAE customers?
Can a foreigner own a company in Abu Dhabi?
Can a foreigner own a UAE company?
Can a foreigner own a company in Vietnam?
Is a local nominee required in Vietnam?
Can a UAE company have non-resident shareholders?
Can a UAE company own intellectual property?
Can a UAE company own real estate?
Can I import goods through a distributor instead of my own company?
Do shareholders need a shareholder agreement?
Can I use a nominee shareholder or director?
Can I build my own facility in KEZAD?
Choosing between free zone, mainland and offshore 109
Can one company trade and hold assets or subsidiaries?
Will the route finder choose my company structure automatically?
Can the recommended route change after a specialist review?
What is ADGM best suited to?
What is IFZA usually suited to?
Is Dubai the best emirate for a foreign-owned company?
Can you help after the company is formed?
Can I set up a UAE company while I am outside the UAE?
What is the usual route for setting up a company in Vietnam?
How do you decide which company structure fits?
What information should I prepare before requesting a route recommendation?
Can I use a branch instead of incorporating a new UAE company?
When should I use a holding company?
Can a holding company employ people or invoice clients?
What is dual licensing, and do I need it?
What ongoing financial obligations should I plan for after company setup?
Do I need a UAE company to operate a SaaS business?
What is initial approval, and can I start trading once I have it?
Can I use a representative office in Vietnam instead of a company?
Can I invoice clients before the company is fully formed?
Can I use a UAE company to hold property or investments?
Do I need a local director or manager?
Can a UAE SaaS company invoice overseas customers?
Should SaaS IP sit in the same company as customer contracts?
Can a foreign company establish a UAE branch?
Is a UAE branch suitable for regional headquarters activity?
Can a family office use a UAE holding structure?
Can a holding company support succession planning?
Can a UAE company hold shares in overseas subsidiaries?
Can a UAE company be managed from outside the UAE?
Where should a UAE company invoice from?
Can a UAE company contract with customers outside the UAE?
Can a UAE company receive investment from overseas investors?
Can a UAE company issue shares or options to employees?
What referrals do not qualify for a reward?
Can a UAE company use a foreign payment gateway?
Can a UAE company obtain a customs code?
Do I need a local sponsor or service agent?
Can I issue invoices before opening a UAE business bank account?
Can I operate a crypto, blockchain, or token business from the UAE?
Can I provide payment, remittance, lending, or fintech services with a standard trade licence?
Can I operate a forex, CFD, brokerage, or investment-advisory business?
Can I operate a real-estate brokerage, property-management, or development business?
Can I form a UAE company to provide financial advice or manage investments for others?
Can a holding company be used to avoid tax or disclosure obligations?
Can Sonsoto support the company after it is formed?
What legal structures can I use for a UAE company?
What is the difference between a sole establishment and an LLC?
What is DMCC best suited to?
Does DMCC require a physical office?
What is DIFC best suited to?
Is DIFC suitable for a small consultancy?
What is JAFZA best suited to?
Does JAFZA suit a consultancy with no premises?
Can I get a warehouse with the licence?
Does Meydan require an office?
What is Dubai Internet City best suited to?
Does Dubai Internet City require an office?
What is Dubai Media City best suited to?
Is Dubai Media City suitable for a solo content creator?
What is DAFZA best suited to?
Is DAFZA suitable for a consultancy?
How does DAFZA differ from JAFZA?
What is Dubai South best suited to?
Does Dubai South suit a desk-only licence?
Can a Dubai South company hold stock and ship to customers?
What is Dubai Silicon Oasis best suited to?
How does Dubai Silicon Oasis differ from Dubai Internet City?
Does Dubai Silicon Oasis require an office?
What is Dubai Healthcare City best suited to?
Do I need a clinical licence as well as a company licence?
Can a non-health business license in Dubai Healthcare City?
What is Dubai Design District best suited to?
Is d3 suitable for a solo designer?
Can a d3 company run a showroom?
Is DWTC suitable for a small consultancy?
Does DWTC suit an events organiser?
What is Dubai Production City best suited to?
How does it differ from Dubai Media City?
Do I need facility space to license here?
What is Dubai CommerCity best suited to?
Do I need warehouse space to license in Dubai CommerCity?
What is dual licensing?
Is Masdar City only for sustainability businesses?
What is SHAMS best suited to?
Can a SHAMS company work with Dubai clients?
How does SPC differ from SHAMS?
Does SPC require an office?
Can an Ajman company trade with Dubai customers?
What is RAKEZ best suited to?
Can I move from a desk to a warehouse in RAKEZ?
What is Creative City Fujairah best suited to?
Is Creative City suitable for a trading business?
What is Hub71 best suited to?
Can I set up in Hub71 immediately?
What is KEZAD best suited to?
Is KEZAD suitable for a consultancy?
What is twofour54 best suited to?
How does twofour54 differ from the Dubai media zones?
Does twofour54 require premises?
What is Ajman Media City best suited to?
Is Hamriyah suitable for a service business?
Can I get a plot rather than a unit?
Why does the east coast matter?
What is UAQ Free Trade Zone best suited to?
Can I get a unit in UAQ FTZ?
What is RAK Maritime City best suited to?
How does it differ from RAKEZ?
Is it suitable for a service business?
The order of steps and what each unlocks 14
How long does company formation in Vietnam take?
What is initial approval?
Can I start trading once I have initial approval?
Do I need to deposit share capital in a UAE bank before formation?
What is the usual sequence for forming a company in the UAE?
What should I decide before starting Vietnam formation?
What is the normal sequence for setting up a UAE company?
If I decide to close, migrate, or sell the company, what does that process look like and what will it cost (strike-off vs liquidation, cross-border share sale, tax on exit, deregistration)?
What is the exact process to get my founder visa, Emirates ID, and residency from this company (medical, biometrics, steps, time)?
Under the 2026 Investment Law, should I go IRC-then-ERC or ERC-then-IRC, and what are the consequences of each path?
Do we need a lease (or pre-lease) for an office before applying, and can we use a virtual or serviced office address?
What are the first post-licensing steps once we have the ERC (seal, tax registration, labour registration, bank account, business licence fee)?
Which sub-licences will we need beyond IRC/ERC for our industry (retail, education, logistics, etc.), and in what order?
If the project doesn't work or strategy changes, what does a clean exit or restructuring look like — timelines, costs, and key steps?
Markets and regions 21
Where in the market you set up, and what that choice decides for you.
Market-level orientation for a country 6
What should an investor consider before entering the UAE market?
Is there a cap on referral earnings?
Do I need to be an existing Sonsoto client to refer someone?
When will I be paid?
Can I hire freelancers instead of employees?
Can I add another person from my company to the portal?
Choosing between regions within a market (emirates, provinces, states) 15
Is Abu Dhabi the right emirate for my company?
Can I operate across the UAE from an Ajman company?
Can a foreigner fully own a Dubai company?
When is Fujairah a good company-setup option?
Can a Fujairah company trade across the UAE?
Is Fujairah cheaper than Dubai?
When does Ras Al Khaimah make sense for company setup?
Is Ras Al Khaimah cheaper than Dubai?
When does Sharjah make sense for a business setup?
Can a Sharjah company operate in Dubai or elsewhere in the UAE?
Is Sharjah cheaper than Dubai?
Who is Umm Al Quwain suitable for?
Is Umm Al Quwain the cheapest place to set up?
How do provinces affect a Vietnam investment project?
Are visa, medical, Emirates ID, and insurance costs included?
Visas and residency 59
Residence for you, your staff and your family, and what the licence permits.
How premises and licence package limit visa capacity 5
Does the estimate include visas and office costs?
Can I obtain visas with a virtual office?
How many visas can my company obtain?
How do a company’s premises and licensing affect its ability to employ foreign staff in Vietnam?
Can an office choice affect visa capacity?
Golden Visa 7
What is the difference between a residence visa and a Golden Visa?
Does a Golden Visa let me work in the UAE?
Is a Golden Visa linked to my employer?
Can my family be sponsored under a Golden Visa?
How long does a Golden Visa application take?
Does Vietnam have a general golden-visa route for investors?
How do I know if I have enough evidence to apply for a Golden Visa?
Residence visas and the process 37
Does forming a UAE company give me citizenship?
Can I live outside the UAE after receiving residence?
Can every shareholder obtain a UAE residence visa?
How long does a UAE employment visa take?
Can a visa be processed before the company licence is issued?
What happens if my visa is close to expiry?
Does IFZA include visas?
Can an Abu Dhabi company support UAE residence visas?
Can an Ajman company support residence visas?
Can a Fujairah company support visas?
Can a RAK company provide UAE residence visas?
Can a Sharjah company support residence visas?
Can an Umm Al Quwain company obtain visas?
Can I set up a company without a UAE residence visa?
Does a UAE residence visa guarantee bank approval?
What documents are usually needed for a UAE residence visa?
Can a free-zone company obtain UAE residence visas?
Can an offshore company obtain UAE residence visas?
Can a UAE company be used only for a visa?
Can I open a personal UAE bank account after getting residence?
Do banks require an Emirates ID or UAE residence visa?
How can a foreigner obtain residence through a Vietnam company?
What happens if my client leaves Sonsoto after I have been paid?
What if the client has already spoken to Sonsoto?
Can Sonsoto guarantee a visa will be approved?
Do I need a UAE-resident director or authorised signatory?
Who can become a Sonsoto referral partner?
Can I use Sonsoto’s logo, brand, referral links, or marketing materials?
Can I keep my UAE company if I no longer live in the UAE?
What is an Emirates ID and when do I receive it?
Can Sonsoto help if my visa application was refused?
When can I apply for UAE residence visas?
What documents are needed for a shareholder or partner visa?
Do I need a UAE business bank account before applying for a visa?
Does SHAMS include a visa?
Does the licence come with a residence visa?
Does the Ajman Media City licence come with a residence visa?
Sponsoring staff and family 10
Can an offshore company sponsor UAE residence visas?
Can a UAE company support residence for me and my family?
Do employees need a work permit as well as a residence visa?
Can I sponsor my parents through UAE residence?
Can my UAE company sponsor my residence visa?
Can I sponsor my spouse and children through my UAE residence?
Can a Vietnam company sponsor foreign staff or family members?
Can a free-zone company sponsor visas?
Can I bring family before my company is fully operating?
Can a Dubai Internet City company hire engineers on its own visas?
Employment 3
Hiring, work authorisation and the obligations that come with an employer role.
Work permits, exemptions and employer obligations for foreign personnel 3
Can a Vietnam company support work permits and residence for foreign staff?
When does a UAE company need work permits for its team?
Can a Vietnam company support visas or work permits?
Banking 102
Opening the account, keeping it, and the evidence banks ask for.
Opening a UAE business bank account 59
Can I apply to more than one bank?
Do all shareholders need to attend a bank application?
What information should I prepare before applying?
Can I apply remotely?
Can a digital bank remove KYC or compliance checks?
Which UAE bank is best for a new company?
Can a newly formed UAE company open a business account?
How long does a UAE business-bank application take?
Do I need to be in the UAE to open a business account?
Can a free-zone company open a UAE business bank account?
Can an offshore company open a UAE bank account?
Can I apply for banking before the company is formed?
How long does UAE business-account opening take?
Can an ADGM company open a UAE bank account?
Can an IFZA company open a UAE bank account?
Can an Ajman company open a UAE bank account?
What is a Direct Investment Capital Account?
What should a bank-ready business file include?
Is a free-zone company less likely to open a UAE bank account?
Can Sonsoto manage accounting, VAT, and corporate tax together?
What happens if my accounting records are incomplete?
Can I run an e-commerce business through a UAE company?
Can a holding company open a bank account without trading income?
Can an office choice affect banking?
Can I use my personal bank account for company income?
Can I sell through Amazon, Noon, or another marketplace with a UAE company?
Do I need to complete verification before I receive a reward?
Who do you share my information with?
Can I market regulated services from a UAE company to overseas clients?
What does "re-applied until opened" mean on Concierge?
What happens on signing day if I choose Concierge?
Can a DMCC company open a UAE bank account?
Can a DIFC company open a UAE bank account?
Can a JAFZA company open a UAE bank account?
Can a Meydan company open a UAE bank account?
Can a Dubai Internet City company open a UAE bank account?
Can a Dubai Media City company open a UAE bank account?
Can a DAFZA company open a UAE bank account?
Can a Dubai South company open a UAE bank account?
Can a Dubai Silicon Oasis company open a UAE bank account?
Can a Dubai Healthcare City company open a UAE bank account?
Can a d3 company open a UAE bank account?
Can a DWTC company open a UAE bank account?
Can a production company open a UAE bank account?
Can a Dubai CommerCity company open a UAE bank account?
Can a Masdar City company open a UAE bank account?
Is a Sharjah address a problem for banking?
Can an SPC company open a UAE bank account?
Is banking harder from Ajman?
Is banking harder from Ras Al Khaimah?
Is banking harder from Fujairah?
Can a Hub71 company open a UAE bank account?
Can a KEZAD company open a UAE bank account?
Can a twofour54 company open a UAE bank account?
Is banking harder from an Ajman Media City licence?
Is banking harder from Sharjah?
Is banking harder from a Fujairah Free Zone address?
Why is banking harder from UAQ?
Can a RAK Maritime City company open a UAE bank account?
Whether an account will be approved, and who decides 19
Is ADCB suitable for every UAE business?
Can Sonsoto guarantee an ADCB business account?
Is Emirates NBD suitable for every UAE business?
Can Sonsoto guarantee an Emirates NBD business account?
Is Mashreq suitable for a newly formed UAE company?
Can Sonsoto guarantee a Mashreq business account?
Is Wio suitable for every UAE company?
Can Sonsoto guarantee a Wio Business account?
Can you guarantee that a UAE business bank account will be opened?
What happens if a bank declines my application?
Is a virtual office suitable for banking?
Can Sonsoto guarantee a specific formation or banking timeline?
Who decides whether a Vietnam business bank account is approved?
Can Sonsoto guarantee a company licence will be issued?
What happens if an authority rejects an application?
Can I use a UAE company for forex, remittance, lending, or payment services?
Can I open a bank account for a crypto, forex, gaming, or high-risk business?
Can Sonsoto help if a shareholder, customer, or supplier is in a sanctioned or high-risk country?
Can Sonsoto help if my bank account has been closed or restricted?
Source of funds and wealth, and the documents banks ask for 14
What documents do banks usually ask for?
What is source of wealth, and how is it different from source of funds?
Why do banks ask for contracts, invoices, a website, or a business plan?
Can a company be formed before all commercial contracts are signed?
Why do banks ask for my personal or previous company bank statements?
Why do banks ask for customer and supplier information?
Can I apply for a business account without a website, invoices, or contracts?
What evidence may a Vietnam bank request for a business account?
What source-of-funds evidence might be required?
What happens if a bank asks for more documents after the account opens?
How does Sonsoto protect my documents and personal information?
Can I download company documents from the portal?
What happens if a bank, authority, or provider asks for enhanced due diligence?
What happens if the bank asks for more documents after submission?
Running the account: payments, currencies, cards, cheques 7
Can a UAE company pay overseas suppliers?
Can I obtain a corporate credit card immediately after opening a business account?
Can I get a cheque book for a new UAE company?
How should a company plan its banking operations in Vietnam?
What makes a referral eligible for payment?
Can a UAE company accept payments in multiple currencies?
Can I transfer money from my personal account into the company?
Specific banks and how they differ 3
What will ADCB usually ask for?
Can a newly formed company apply to Wio?
How should a company choose a bank in Vietnam?
Tax 24
What the company owes, what you owe, and what crosses a border.
UAE corporate tax 13
Is 0% corporate tax automatic in a free zone?
Can bookkeeping help with corporate-tax compliance?
Does every UAE company need to consider corporate tax?
What is the UAE corporate-tax rate?
Does a free-zone company automatically qualify for 0% corporate tax?
Do dormant companies still need to register or file for corporate tax?
What records should a UAE company keep for corporate tax?
Does ADGM offer 0% corporate tax?
What should a Vietnam company plan for on corporate tax?
Can Sonsoto guarantee a corporate-tax result?
Can I register for corporate tax before the company is operational?
Can I provide legal, accounting, audit, or tax-advisory services?
Does DIFC offer 0% corporate tax?
Group structures, foreign income, permanent establishment and treaty interaction 2
What should a group consider when using a UAE company in an international structure?
What should an international group consider when using a Vietnam company?
Personal income tax, individual tax residence and individual filing 3
When can an individual have personal tax obligations connected with the UAE?
When can an individual have personal tax obligations in Vietnam?
Can I pay myself a salary, dividend, management fee, or director fee?
VAT 6
Do I need to register for VAT?
Do I need to charge VAT to overseas customers?
What happens if a VAT return is filed late?
When should a Vietnam company plan for VAT?
Can I register for VAT before I start trading?
Can Sonsoto help if I have missed a VAT or corporate-tax deadline?
Accounting and payroll 31
The records you must keep and the payroll obligations attached to them.
Bookkeeping and financial records 26
Does every UAE company need bookkeeping?
Can you take over books that are behind?
Do you prepare financial statements?
Do I need an audit for my UAE company?
What accounting records should a Vietnam company maintain?
How is the Sonsoto referral programme different?
Can a regional HQ employ staff in the UAE?
Can a UAE company employ people outside the UAE?
Can a UAE company license IP to another group company?
Do I need the client’s permission before making a referral?
When does a referral reward become payable?
How much can I earn for a referral?
Can Sonsoto withhold or recover a referral reward?
How is client and referrer data handled?
Can I hire employees immediately after company formation?
Can a UAE company sponsor remote workers abroad?
How do I send passports, IDs, bank statements, or other sensitive documents?
Can I ask to correct or delete my information?
How long do you retain company and client records?
Can I pay employees before my business bank account is open?
Can I change my financial year after incorporation?
Can I issue an invoice in a foreign currency?
Can I invoice related companies or founders?
Can a UAE company make loans to shareholders, directors, or related companies?
Can you work with my existing accounting software?
Can I rely on a free-zone 0% claim in a sales brochure?
Payroll and WPS 5
Does every UAE company need to use WPS?
What do you need to run payroll?
Can you run payroll for a new company?
Can you correct a payroll error?
What should an employer plan for when running payroll in Vietnam?
Compliance and governance 33
Staying licensed: renewals, filings, registers and regulated activity.
Company secretary, registers and resolutions 7
Is a company secretary mandatory in the UAE?
Why do company resolutions and registers matter?
Can you take over governance work for an existing company?
What is included in ongoing company-secretarial support?
What company records should be maintained?
What governance records should a Vietnam company maintain?
Do I need to register beneficial owners?
Regulated activities and who may perform them 4
When is a business activity regulated in the UAE?
How do I know whether a business activity is regulated in Vietnam?
Can a UAE company carry out regulated activity?
How do I know whether my activity is regulated?
Renewals, filings and ongoing obligations 22
Can I sell my UAE company or transfer shares?
What happens if a UAE licence is renewed late?
Do mainland and free-zone companies renew in the same way?
Can you manage immigration and establishment-card renewals too?
When should we start a renewal?
What ongoing obligations does a Vietnam company have?
What else renews besides the trade licence?
What happens if an immigration or establishment card expires?
Can I change the company manager or director?
Can a company be left dormant instead of being closed?
What happens if ownership information changes?
What is beneficial ownership information and why is it required?
What happens to my UAE company if I die or become unable to act?
Why do you need identity and ownership documents?
Can I see the status of my case?
What is an establishment card and why does the company need one?
Can I recruit employees or supply manpower to other companies?
What does Sonsoto track for an active company?
Can you prepare documents for a bank signatory change?
Can Sonsoto help if my company licence has already expired?
Can I change advisers without changing my company structure?
Can Sonsoto work with my lawyer, accountant, wealth manager, or investor?
Premises 19
Office, flexi-desk and warehouse, and what each unlocks.
Offices, flexi-desks and registered addresses 19
Do I need an office in a free zone?
Do I need a physical office for a mainland company?
Can a virtual office be used for a UAE company?
Does a virtual office include a business address?
Can I change my company address or office?
What is an Ejari or tenancy document, and when do I need one?
Can I use a business-centre address for company registration?
Can I change my office after the licence is issued?
Can a UAE company lease an office or warehouse before the licence is issued?
What premises does a Vietnam company need?
What happens if the business activity changes after the company is formed?
Do I need a UAE address to form a company?
Can I operate a business from home in the UAE?
Can I use a co-working space for a UAE company?
Can I use a flexi-desk for a growing team?
Can I use a virtual office for a mainland licence?
Do I need a physical office before applying for a licence?
Can I upgrade my office after the company is formed?
Do banks require a lease agreement or office address?
Additional services 31
The work around the licence: trademarks, insurance, wills, PRO support.
Insurance, trademark, reception and other ancillary services 31
What insurance does a UAE company need?
Is health insurance required for every employee?
Can insurance be arranged before the company is fully operational?
Can you review insurance requested by a client or landlord?
What does a virtual receptionist handle?
Will callers know the service is outsourced?
Can the service support more than one language?
Can calls be transferred to my mobile or team?
Why should a UAE resident consider a will?
Do I need a UAE will if I already have one at home?
Can a will cover guardianship for my children?
When should I update it?
What ancillary services might a new company need in Vietnam?
Can the virtual receptionist support more than one language?
Do I need to be based where my client is?
Will I have one person responsible for my case?
Can I refer clients from outside the UAE or Vietnam?
What happens if the client has already spoken to Sonsoto?
Can I market Sonsoto by email, WhatsApp, or social media?
Do I need a business phone number or virtual receptionist?
Can I use a UAE company for crypto or digital-asset activity?
Can a UAE company provide legal, accounting, healthcare, education, or engineering services?
Do I need product approvals before importing or selling goods?
Who can access my documents?
What if I lose access to the client portal?
Can I set up a UAE company for online gaming, betting, or gambling activity?
Can I operate a clinic, healthcare service, pharmacy, or wellness business?
Can I run an education, training, or tutoring business?
Which registry should I choose?
How long does it take?
What about my company shares?
Closure and exit 3
Winding down, deregistering, and the obligations that survive closure.
Closure, deregistration, winding down and exit sequencing 3
Can I close a UAE company if my plans change?
What is involved in closing a UAE company?
What is involved in closing a Vietnam company?
Costs and scope 23
What an estimate covers, and why a final invoice differs from it.
What an estimate covers and why the final cost differs 23
How accurate is the cost estimator?
Can I set up a UAE company for the lowest displayed price?
Can you review my estimate with me?
Does using the route finder or cost estimator commit me to forming a company?
Is ADGM suitable for a simple low-cost trading company?
Do I have to pay before receiving advice?
Is Ajman a low-cost UAE setup option?
How much does it cost to set up in Dubai?
Is the estimate a final quote?
What does a complete UAE setup budget usually include?
Why can the final cost differ from an online estimate?
Can you compare more than one route?
How much does it cost to set up a company in Dubai?
Are bank fees included in the setup fee?
Are government fees included in the quoted cost?
When do I pay for formation work?
Can I get a written cost breakdown before I decide?
Can I quote prices, processing times, approvals, or outcomes to my referred client?
What does the estimate not tell me?
Are government fees included in the prices shown?
Is DMCC more expensive than a low-cost free zone?
How does RAKEZ compare with a Dubai free zone?
Is the cheapest licence the cheapest setup?
Working with Sonsoto 57
How an engagement runs, who owns your file, and the referral programme.
The referral programme 10
How is referred-client data handled?
What information do I need to provide for a referral?
Are referral rewards recurring commissions?
Are government fees, taxes, visa fees, office rent, or third-party charges included in the reward calculation?
Can I see the status of my referral?
Where can I find the current terms, privacy information, referral terms, and data-use details?
How is this different from other referral programmes?
What happens if my client leaves Sonsoto later?
Is there a cap?
How is client data handled?
Written scope, what is included, and how changes are handled 11
What is included in a written scope?
What is included in a Sonsoto setup scope?
Can I rely on information on the website as legal, tax, or immigration advice?
What does “fixed scope in writing” mean?
What is not included in a setup quote?
Can authority fees or third-party costs change after I approve the scope?
What happens if the scope changes after work starts?
What happens if an external authority, bank, or provider changes its requirements?
What is included in a Sonsoto PRO retainer?
Do I have to sign up to a retainer, or can I pay per transaction?
Can I switch tiers mid-year if my team grows?
How Sonsoto works, who does what, and what to expect 36
What happens after I submit my details?
Will I receive a written recommendation?
Can you help if I already have a company?
Do I need to visit the UAE during company setup?
What can delay a company setup?
Can a RAK company trade throughout the UAE?
Do I need a warehouse for e-commerce or trading?
How quickly will Sonsoto respond to my enquiry?
What response time can I expect?
Why should I speak to a specialist before choosing a company package?
What information should I give a new adviser when taking over an existing company?
How do I start?
Can you help if I only need a bank account, visa, tax filing, or renewal?
Can you help if another provider formed my company?
What should I do if I have an urgent compliance or renewal problem?
Can a UAE company bid for government or semi-government work?
Can Sonsoto provide legal or tax advice in every jurisdiction?
Can I pay authority fees directly?
Can I track the status of my setup or ongoing obligations?
Can I speak to someone before submitting documents?
Who is responsible for my case?
What happens if I need to escalate an issue?
Can I contact Sonsoto by WhatsApp?
Does Sonsoto use AI to make legal, tax, banking, or immigration decisions?
How does Sonsoto handle service partners or local delivery providers?
Can I request a copy of everything Sonsoto has filed for my company?
Can Sonsoto help with a regulated business activity?
Who reviews my route?
Why did the tool not recommend the cheapest option?
When does mainland become part of the answer?
What should I include in my first message?
Can I register several activities under one UAE licence?
How quickly does Sonsoto respond to a request?
Can Sonsoto attend government offices or the bank on our behalf?
Which authorities does Sonsoto interact with directly?
How is a PRO retainer different from having an in-house PRO?
Reference library 54 Draft — under editorial review
Source-linked fact sheets: tax rules and market-entry mechanics, re-worded facts with citations. Unreviewed drafts — surfaced on staging, gated again at production.
Tax facts (PwC-derived) 38
AE tax — Branch income
- A branch of a non-resident may constitute a UAE PE, making its attributable income subject to UAE CT.
- No branch-profits (remittance) tax and no withholding on profit transfers between a branch and head office.
- Foreign bank branches in certain emirates are taxed separately at 20% under special bank-tax decrees, with relief to mitigate overlap with federal CT.
AE tax — Corporate residence
- Entities incorporated under UAE law (mainland and Free Zone) are tax residents; foreign entities are residents if their place of effective management and control is in the UAE.
- Non-residents are taxed only via a UAE permanent establishment (PE), state-sourced income, or a nexus through UAE immovable-property income.
- The PE definition follows the OECD Model; preparatory/auxiliary facilities and temporary presence from exceptional circumstances do not create a PE.
- An investment-manager exemption treats UAE-regulated investment managers as independent agents that do not create a PE for foreign investors.
AE tax — Deductions (corporate)
- Non-capital expenditure incurred wholly and exclusively for the business is deductible.
- General interest limitation: net interest deductible up to 30% of tax-adjusted EBITDA, with an AED 12m de minimis safe harbor; disallowed interest carries forward 10 years.
- Entertainment expenses for customers/shareholders/suppliers are deductible up to 50%.
- Tax losses may offset up to 75% of taxable income per year, carry forward indefinitely, and transfer between group entities (75%+ common ownership) subject to ownership-continuity tests.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Group taxation
- A CT tax group requires a UAE-resident parent holding at least 95% of a subsidiary's capital, voting rights, and profit/asset entitlement (neither member exempt or a QFZP); the parent files one consolidated return.
- The arm's length principle applies to cross-border and domestic related-party transactions, including Free Zone entities and connected persons; five OECD-aligned TP methods.
- TP disclosure thresholds: AED 40m aggregate (AED 4m per category) for related-party transactions and AED 500,000 for connected-person transactions, filed with the CT return.
- Master/Local File required for MNE groups with AED 3.15bn+ consolidated revenue or taxpayers with AED 200m+ revenue; CbCR for UAE-HQ MNEs with AED 3.15bn+ revenue.
- Advance Pricing Agreements: domestic unilateral APAs opened December 2025; cross-border unilateral APAs follow in 2026.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Income determination (corporate)
- Taxable income starts from accounting net profit/loss (standalone financial statements), adjusted per the CT Law; no separate capital-gains regime (gains form part of ordinary income).
- Dividends from UAE tax residents are exempt.
- The participation exemption (dividends and gains) requires at least 5% ownership (or AED 4m acquisition cost), a 12-month holding period, the participation being subject to tax of at least 9%, and an assets test.
- Resident entities may elect to exempt foreign PE income taxed at 9%+ abroad; unincorporated partnerships are generally tax-transparent.
AE tax — Other issues (corporate)
- The UAE joined the OECD/G20 Inclusive Framework on BEPS (2018) and signed/ratified the BEPS MLI, adopting the principal purpose test and retaining its PE definition.
- Economic Substance Regulations applied to relevant activities for FY2019-2022 (banking, insurance, fund management, lease-finance, headquarters, shipping, holding, IP, distribution/service centres), with notification within 6 months and a substance report within 12 months of year-end.
- Cabinet Decision No. 98 of 2024 removed the economic-substance notification and reporting requirements for financial years ending after 31 December 2022; obligations for the 2019–2022 years remain as filed.
- The UAE implements FATCA (Model 1B IGA) and CRS, with annual September information exchange and a 30 June reporting deadline.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Other taxes (corporate)
- VAT standard rate 5%; zero-rated supplies include exports outside the GCC, international transport, crude oil/natural gas, first supply of residential real estate, healthcare, and education.
- Resident VAT registration mandatory at AED 375,000 turnover, voluntary from AED 187,500; no threshold for non-residents.
- Excise tax 100% on tobacco, e-smoking devices/liquids, and energy drinks; 50% on carbonated and sweetened drinks.
- Customs duty generally 5% on CIF value; municipal property taxes vary by emirate (Dubai ~2.5% commercial to 5% residential of annual rental value; ~4% property transfer registration fee).
- Social security applies only to UAE/GCC nationals (~20% of pay; Abu Dhabi ~26%); no personal income tax and no stamp duty.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Significant developments
- The federal Corporate Tax (CT) Law applies to financial years beginning on or after 1 June 2023, administered by the Federal Tax Authority (FTA).
- A Domestic Minimum Top-up Tax (DMTT) took effect for financial years starting on or after 1 January 2025 (Cabinet Decision No. 142 of 2024), enforcing a 15% minimum effective rate on UAE entities of in-scope MNE groups (EUR 750m+ revenue).
- A proposed R&D tax incentive (from 2026) would offer an expenditure-based credit of ~30-50%; a proposed refundable high-value-employment credit is targeted from 2025.
- Sharjah enacted a 20% emirate-level corporate tax (Feb 2025) on natural-resource activities, with a credit for federal CT paid.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Tax administration (corporate)
- Every taxable person must register electronically with the FTA and obtain a CT Tax Registration Number (separate from the VAT TRN).
- The tax period is the financial year; the CT return is filed electronically no later than nine months after period end, with payment due within the same nine months.
- Financial statements follow IFRS (IFRS for SMEs may be used below AED 50,000,000 of revenue; the cash basis below AED 3,000,000 — Ministerial Decision No. 114 of 2023). Audited financial statements are required from a taxable person with revenue above AED 50,000,000 and from every Qualifying Free Zone Person, for tax periods starting on or after 1 January 2025 (Ministerial Decision No. 84 of 2025).
- Records must be retained for seven years; a General Anti-Abuse Rule (GAAR) applies to transactions delivering a tax advantage without valid commercial reason.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Tax credits and incentives (corporate)
- A foreign tax credit is available for foreign tax on UAE-taxable income, capped at the UAE CT due, with no carryforward/carryback.
- QFZP status requires Free Zone registration, adequate substance, qualifying income, transfer-pricing compliance, the de minimis test (non-qualifying revenue no more than the lower of 5% of total or AED 5m), and audited IFRS financial statements.
- Qualifying income includes transactions with other Free Zone persons, specified qualifying activities with non-Free Zone persons (manufacturing, processing, commodity trading, reinsurance, fund/wealth management, aircraft financing, logistics), and qualifying IP.
- Small Business Relief lets a resident person whose revenue is AED 3,000,000 or less in the current and every previous tax period elect to be treated as having no taxable income; it applies to tax periods ending on or before 31 December 2029 (Ministerial Decision No. 73 of 2023 as amended by No. 131 of 2026). Qualifying Free Zone Persons and constituent companies of multinational groups cannot elect, and the election forfeits that period's tax losses.
- Intra-group transfer relief (75% common ownership) and business-restructuring relief for qualifying mergers/share exchanges are available.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Taxes on corporate income
- Federal corporate tax: 0% on taxable income up to AED 375,000 and 9% on taxable income above AED 375,000 (Cabinet Decision No. 116 of 2022), for financial years starting on or after 1 June 2023. Taxable income is not turnover.
- Qualifying Free Zone Persons (QFZPs) pay 0% on qualifying income and 9% on non-qualifying income.
- Foreign bank branches face a flat 20% under separate emirate-level banking decrees; oil/gas taxed under concession agreements.
- Exempt entities (subject to conditions) include government and government-controlled entities, qualifying extractive/non-extractive natural-resource businesses, qualifying public-benefit entities, investment funds, and pension/social-security funds.
- A DMTT (15% minimum effective rate) applies from financial years starting on or after 1 January 2025 to MNEs with EUR 750m+ consolidated global revenue.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
AE tax — Withholding taxes
- A 0% withholding tax currently applies to UAE-sourced income of non-residents not attributable to a UAE PE; no related registration/filing expected.
- The UAE has an extensive double tax treaty network (140+ jurisdictions).
- Treaty dividend WHT rates range from 0% to 15%; interest 0% to 20%; royalties 0% to 18%.
- Several treaties contain most-favoured-nation clauses allowing automatic application of more favourable negotiated rates.
AE tax — Foreign tax relief and tax treaties (individual)
- With no personal income tax, relief for foreign taxes paid does not apply to individuals.
- For the UAE's tax-treaty network, refer to the corporate withholding-taxes section.
AE tax — Other issues (individual)
- The UAE has no foreign-exchange controls affecting cross-border remittances aside from anti-money-laundering checks.
- A visa or residence permit is required to live or work in the UAE, obtainable via investment, business ownership, or employment with a UAE employer.
- Personal income tax, income determination, deductions, individual tax credits/incentives, and individual tax administration do not apply because the UAE imposes no personal income tax.
AE tax — Other taxes (individual)
- Social security applies only to qualifying UAE/GCC national employees: ~20% of salary (5% employee, 12.5% employer, 2.5% government); Abu Dhabi ~26%.
- A mandatory unemployment insurance scheme applies from 1 January 2023: monthly fee AED 5 for basic salary up to AED 16,000 and AED 10 above, with several exemptions.
- No capital gains tax, and no wealth, inheritance, estate, gift, or luxury taxes for individuals; VAT was introduced 1 January 2018.
- Municipal/property charges vary by emirate (~5% of rental value); Dubai charges a 4% real-property transfer fee on market value; DIFC's DEWS scheme requires employer contributions of 5.83% or 8.33% of basic salary.
AE tax — Residence (individual)
- Individual tax-residency criteria took effect 1 March 2023 (Cabinet Decision No. 85 of 2022); an individual is UAE tax resident if they meet any one of three tests.
- Test 1: the UAE is their usual/primary home and the centre of their financial and personal interests.
- Test 2: physically present in the UAE for 183 days or more within a 12-month period.
- Test 3: present 90 days or more within a 12-month period AND a UAE/GCC national or UAE residence-permit holder, with either a permanent home or employment/business in the UAE.
AE tax — Taxes on personal income
- The UAE levies no personal income tax at federal or Emirate level; individuals have no PIT registration or reporting duties.
- A natural person conducting a business in the UAE is a taxable person where business turnover exceeds AED 1,000,000 in a Gregorian calendar year (Cabinet Decision No. 49 of 2023); tax is then 0% on taxable income up to AED 375,000 and 9% above — turnover decides scope, taxable income decides the tax.
- That corporate-tax turnover test excludes wages, personal investment income, and real estate investment income.
- There are no current plans to introduce a personal income tax.
- General information, not tax or legal advice; thresholds are conditions in law, not fees, and rules can change — check the instrument cited.
VN tax — Branch income
- Branches of foreign entities are taxed under the same CIT regime as Vietnamese-incorporated companies.
- Vietnam has no separate branch-profits tax regime.
VN tax — Corporate residence
- Vietnam has no formal corporate tax-residence concept; enterprises incorporated under Vietnamese law are automatically within the CIT net.
- A permanent establishment (PE) is a fixed place of business through which a foreign enterprise conducts business in Vietnam (branches, offices, factories, mines, oil/gas fields, building/construction sites).
- Service delivery through employees, and dependent agents with authority to sign contracts, can create a PE.
- E-commerce and digital platforms supplying to Vietnam are now included in the PE definition.
- Applicable tax-treaty PE provisions override the domestic PE definition.
VN tax — Deductions (corporate)
- For entities with related-party transactions, total net interest is capped at 30% of EBITDA.
- Administrative penalties/fines, input VAT, CIT itself, and undocumented remuneration are non-deductible.
- Staff welfare spending is deductible only up to one month's average salary.
- Tax losses may be carried forward up to 5 consecutive years; no loss carryback.
- Payments to foreign affiliates must meet arm's-length transfer-pricing standards and documentation.
VN tax — Group taxation
- Vietnam allows neither consolidated group filing nor group loss relief.
- Transfer pricing is governed by Decree 132/2020/ND-CP; Decree 20/2025/ND-CP (from FY2024) broadens the related-party definition; related where ownership is at least 25%.
- The accepted arm's-length interquartile range was revised from 25%-75% to 35%-75%.
- TP documentation = master file, local file, country-by-country report, with exemptions below revenue thresholds or under an APA.
- No statutory thin-capitalization rule and no CFC legislation.
VN tax — Income determination (corporate)
- From 15 December 2025, a foreign corporate seller pays 2% CIT on sale proceeds from capital transfers (exceptions for intra-group restructurings); securities transfers by foreign entities attract 0.1% CIT on proceeds.
- Capital and securities transfers by resident entities are taxed at 20%.
- Dividends from Vietnamese companies are exempt from CIT where already taxed at the paying-company level.
- Interest and royalty income are taxed at the standard CIT rate; foreign income is taxed when earned at 20% with foreign tax credits, no deferral or preferential rates.
VN tax — Other issues (corporate)
- All foreign-currency dealings must go through State Bank of Vietnam-authorized institutions; the dong is required for domestic transactions with limited exceptions.
- Outbound FX transfers are permitted for defined purposes (import payments, loan/interest repayment, profit/dividend remittance, technology payments).
- Foreign investment remains restricted in banking, securities, real estate, construction, and education.
- A new Law on Investment takes effect 1 March 2026 (certain provisions 1 July 2026).
- Foreign investors may operate via single-member LLC, multi-member LLC, joint-stock company, or partnership.
VN tax — Other taxes (corporate)
- VAT applies at 0%, 5%, and 10%, plus exempt categories; a 2% VAT cut on certain goods/services runs 1 July 2025-31 December 2026.
- VAT on e-commerce/digital services from foreign suppliers without a PE rose from 5% to 10% effective 1 July 2025.
- E-invoices have been mandatory for all businesses since 1 July 2022.
- Special Sales Tax (excise) ranges ~5%-150% (tobacco, alcohol, beer, cars, etc.); an amended law from 1 January 2026 raises rates on tobacco, alcohol, and beer.
- Import duty has ordinary, preferential, and special-preferential tiers; export duties 0%-40% (mainly natural resources).
- Non-agricultural land tax 0.03%-0.15%; Natural Resources Tax 1%-40%; environmental protection and registration/stamp duties apply by asset.
VN tax — Significant developments
- A new CIT Law took effect 1 October 2025, formally bringing foreign e-commerce and digital-platform firms into the CIT net and into the PE definition.
- A direct online tax-registration portal for foreign e-commerce companies opened 21 March 2022; ~211 foreign companies had registered by December 2025.
- Vietnam signed the OECD BEPS Multilateral Instrument (MLI) on 9 February 2022 (99th jurisdiction); it entered into force for Vietnam on 1 September 2023, amending several double-tax agreements.
- Page last reviewed 9 March 2026.
VN tax — Tax administration (corporate)
- The tax year is the calendar year; an alternative year-end is allowed with approval.
- Annual CIT return and audited financial statements are due by the last day of the third month after year-end.
- Provisional CIT is paid quarterly by the 30th of the following quarter; the four payments must total at least 80% of the annual CIT liability or late-payment interest accrues.
- Statute of limitations: 10 years for tax collection, 5 years for penalties; no limit for unregistered taxpayers or criminal evasion.
- Tax audits are regular, often multi-year, focusing on transfer pricing, incentive eligibility, and expense documentation.
VN tax — Tax credits and incentives (corporate)
- A 10% preferential CIT rate can apply for 15 years from first revenue; 17% for 10 years; extendable for large/strategic projects.
- Tax holidays offer full CIT exemption for an initial post-profit period then a 50% reduction period; if no profit within 3 years the holiday clock starts in year 4.
- Encouraged sectors include high technology, software, renewable energy, semiconductors, AI data centres, automobile manufacturing, education, healthcare, and agricultural/aquatic processing.
- Companies may set aside up to 20% of annual pre-tax profit into a tax-deductible science-and-technology fund.
- Foreign CIT paid is creditable against Vietnamese CIT, capped at the Vietnamese CIT otherwise due.
VN tax — Taxes on corporate income
- Standard CIT rate is 20%.
- Oil and gas activities are taxed at 25%-50%; extraction of certain mineral resources at 40%-50%.
- From 2025 a new CIT Law introduced tiered rates of 15%-17% for smaller enterprises meeting conditions.
- Preferential/incentive CIT rates of 10%, 15%, and 17% are available for qualifying activities.
- Domestic enterprises are taxed on worldwide income; foreign-sourced income is taxed at 20% with no incentive rates.
- Foreign contractors are taxed via Foreign Contractor Tax (combined VAT and CIT elements).
- Pillar Two global minimum tax applies from 1 January 2024; QDMTT return due 12 months after fiscal year-end, IIR return due 18 months after year-end in year one and 15 months thereafter.
VN tax — Withholding taxes (Foreign Contractor Tax)
- Foreign Contractor Tax combines a VAT element and a CIT element by activity type.
- Distribution/supply of goods: VAT exempt or 1%, CIT 1%. Services: VAT 5% or 10%, CIT 5% or 10%.
- Construction/installation: VAT 3% or 5%, CIT 2%. Interest: VAT exempt, CIT 5%. Royalties: VAT exempt or 5%, CIT 10%.
- From 1 July 2025, e-commerce platform withholding applies at PIT 0.5%-5% and VAT 1%-5%.
- Non-treaty default rates: interest 5%, royalties 10%; treaty rates vary.
VN tax — Deductions (individual)
- Personal allowance: VND 15.5m/month (VND 186m/year), automatic for tax residents.
- Dependent allowance: VND 6.2m per dependent per month (VND 74.4m/year), requiring registration and documentation.
- Mandatory employee SI/HI/UI contributions, capped voluntary local pension contributions, mandatory overseas social/health insurance, and certain approved charity contributions are deductible.
VN tax — Foreign tax relief and tax treaties (individual)
- Residents may credit PIT paid abroad on foreign-source income, capped at the Vietnam PIT on that income, with documentation.
- Vietnam has signed 81 Double Tax Agreements; 68 in force, 13 signed but not yet in force.
- In-force partners include Japan, South Korea, China, Singapore, UK, France, Germany, Australia, UAE, and India.
VN tax — Income determination (individual)
- Taxable employment income covers cash remuneration and benefits-in-kind; exempt items include telephone/stationery reimbursements, business-trip coverage, and the incremental overtime/night-shift premium.
- Statutory employer SI/HI/UI contributions are not taxable employment income; share awards/stock options are taxable.
- Bank/credit-institution deposit interest and life-insurance policy interest are exempt; insurance compensation and statutory pensions are exempt.
VN tax — Other tax credits and incentives (individual)
- No significant individual tax credits or incentives beyond those covered in other sections.
VN tax — Other taxes (individual)
- Social insurance: employer 17.5%, employee 8%; applies to Vietnamese and foreign workers on labour contracts of at least one month; capped at 20x the reference level.
- Health insurance total 4.5% (employer 3%, employee 1.5%); unemployment insurance employer 1% / employee 1% (Vietnamese nationals only).
- VAT standard 10% (reduced 0%/5%); a 2% VAT reduction on standard-rated items applies through December 2026.
- No net wealth/net-worth tax; Special Sales Tax applies to luxury items.
VN tax — Residence (individual)
- Tax resident if present 183 days or more in a calendar year, or within any 12 consecutive months from arrival; or if holding a permanent residence in Vietnam (registered residence or leased house under a definite term).
- Individuals meeting neither test are tax non-residents.
- Residents are taxed on worldwide income; non-residents on Vietnam-sourced income.
VN tax — Significant developments (individual)
- A new Personal Income Tax (PIT) Law takes effect 1 July 2026; certain salary/business provisions apply earlier from 1 January 2026.
- Page last reviewed 9 March 2026.
VN tax — Tax administration (individual)
- Tax year is the calendar year; if present fewer than 183 days in the first arrival year, the first tax year is the 12 months from arrival.
- Monthly/quarterly provisional payment due by the 20th of the following month or last day of the month after the quarter.
- Annual finalisation due by the last day of the 3rd month after year-end (employer-filed) or 4th month (individual self-filed).
- Expatriates must complete PIT finalisation on assignment termination before permanent departure; refunds require a tax code and a VND bank account at a Vietnam-based bank.
VN tax — Taxes on personal income
- Residents: progressive employment-income brackets (annual VND): up to 120m = 5%; 120m-360m = 10%; 360m-720m = 20%; 720m-1,200m = 30%; over 1,200m = 35%.
- Resident business income of VND 500m or less per year is PIT-exempt; above it, ~15%-20% on net gain.
- Non-residents pay a flat 20% on Vietnam-sourced employment income; non-resident business income 1%-5% by activity.
- Capital assignment taxed at 20% on net gain (or 2% of proceeds); real estate transfers 2% of proceeds; share/digital-asset/gold-bar sales 0.1% of proceeds.
- Interest, dividends, royalties, franchising, copyright income 5%; inheritances, gifts, prize winnings 10%.
Market entry 16
AE market entry — Corporate banking and documents
- Opening a corporate bank account is a separate, compliance-heavy process handled by the bank, not the licensing authority, and is often the slowest step to full operation.
- Typical timeline is several weeks (commonly two to six), driven by the bank's KYC and compliance review rather than by paperwork volume.
- Core documents include the trade licence, the memorandum/articles, shareholder passports and Emirates IDs, a share certificate, and proof of a UAE address.
- Banks additionally assess the business substance: a business plan, expected transaction flows, source-of-funds evidence, existing client contracts or invoices, and a credible online/website presence.
- Weak or unclear business models, thin online presence, high-risk activities, or complex multi-jurisdiction ownership raise the risk of rejection or extended review.
- Choosing a widely recognised free zone and preparing source-of-funds documentation in advance materially improves approval odds and speed.
- Some free zones provide facilitated banking or guaranteed IBAN access through partner banks, and certain packages waive minimum-balance requirements.
- Minimum-balance requirements and account terms vary widely by bank and by the company's risk profile.
AE market entry — Compliance, substance and exit
- Corporate tax applies at 0% on annual taxable profit up to AED 375,000 and 9% above it; qualifying free zone income can remain at 0% where the qualifying conditions are met.
- A free zone entity keeps the 0% rate only as a Qualifying Free Zone Person — meeting substance, qualifying-income, and compliance conditions; failing them subjects the entity to 9% on relevant profit.
- Large multinational groups meeting OECD Pillar Two thresholds face a domestic minimum top-up tax of 15%, phased in from 2025.
- VAT is charged at a 5% standard rate; registration is mandatory once taxable turnover exceeds AED 375,000 and voluntary from AED 187,500.
- All companies must register beneficial owners under the UBO regime and keep the register current.
- Economic Substance Regulations (ESR) require companies conducting certain relevant activities to demonstrate real substance — staff, premises, and management — in the UAE and to file substance notifications/reports.
- Corporate tax registration and periodic filing are required even where the effective rate is 0%; maintaining proper accounting records is mandatory.
- Audited financial statements are required in many free zones and for qualifying-free-zone status, and for larger or regulated entities.
- Closing a company requires a formal process — liquidation or strike-off — including licence cancellation, visa cancellation, clearance letters, settling liabilities, and de-registration for tax; simply letting a licence lapse leaves unresolved obligations and penalties.
- Annual obligations that must be budgeted include licence renewal, visa renewals, bookkeeping, and where applicable audit and tax filings.
AE market entry — Major free zones
- The UAE has 40+ free zones; each is a distinct authority with its own licence catalogue, office options, visa allocations, and pricing, so zone choice materially affects cost and permitted activities.
- DMCC (Dubai Multi Commodities Centre) is a large, established zone tenanting tens of thousands of companies across many industry ecosystems, strongly positioned for trading, commodities, crypto/fintech, and professional services.
- IFZA is positioned as a cost-efficient, consulting- and services-friendly zone with competitively priced packages, popular with early-stage and budget-conscious founders.
- Meydan Free Zone emphasises very fast digital incorporation, flexi-desk operation, and a broad activity catalogue, popular with startups and solo founders.
- RAKEZ (Ras Al Khaimah Economic Zone) is a lower-cost northern-emirate zone covering commercial, industrial, and services activity, often chosen for manufacturing and value setups.
- DIFC and ADGM are financial free zones operating under independent English-common-law frameworks with their own courts and regulators (DFSA / FSRA), suited to financial services, funds, family offices, and fintech, and carry higher cost and substance expectations.
- JAFZA is a logistics- and industrial-heavy zone tied to Jebel Ali port and warehousing.
- Banking access varies by zone reputation and activity; well-recognised zones and clearly documented business models tend to clear bank onboarding more smoothly.
- Cost tiers scale with prestige and infrastructure: financial zones (DIFC/ADGM) sit at the premium end, mainstream trade zones (DMCC/JAFZA) in the middle, and budget/services zones (IFZA/RAKEZ/Meydan) at the lower end.
- Some zones let a single licence combine multiple related activities, reducing the need for separate licences.
AE market entry — Licence types and approvals
- Business activity is licensed by category; the main types are commercial (trading), professional (services), and industrial (manufacturing), with tourism a further category in Dubai.
- A commercial licence covers buying and selling, import/export, general trading, e-commerce, and retail.
- A professional licence covers knowledge- and service-based work such as consulting, IT, marketing, design, legal, and accounting.
- An industrial licence covers manufacturing, processing, and production and typically requires industrial premises plus environmental and safety approvals.
- The chosen activity must match the real business; using the wrong licence category is a common and costly setup error that can require re-licensing.
- Regulated activities require additional approvals from sector regulators before or alongside the trade licence — for example financial services (central bank / DFSA / FSRA), healthcare, education, legal, food, and media.
- Some jurisdictions and zones allow a single licence to bundle several related activities, and newer offerings let commercial and professional activities be combined.
- Free zone authorities publish large activity catalogues (thousands of options in the bigger zones); the activity list selected defines what the company may legally do.
- Regulated and industrial activities lengthen the timeline because external approvals are gated before licence issuance.
AE market entry — Mainland vs free zone
- The UAE offers two principal onshore setup routes — a mainland company licensed by the emirate's economic department (in Dubai, the DET) and a free zone company licensed by an independent free zone authority — plus offshore vehicles for holding and non-resident use.
- Mainland licences give unrestricted direct access to the local UAE market: selling to UAE consumers, opening retail or F&B premises, and bidding for UAE government contracts.
- A traditional free zone company is oriented to international, export, and B2B activity and cannot, by itself, sell directly into the local mainland market; it reaches local customers via a mainland branch or an appointed local distributor.
- Under Dubai Executive Council Resolution 11 of 2025, a free zone company can register a mainland branch to trade locally without restructuring the free zone entity, adding a sponsor, or losing its qualifying free zone tax treatment.
- Free zone setup is generally faster and lighter on paperwork (often a few working days), while mainland setup runs longer because more approvals and a physical lease are involved.
- Free zones typically allow a flexi-desk or virtual office, whereas mainland companies must hold a real leased premises registered on the tenancy system (Ejari in Dubai).
- Mainland profits above the small-business threshold are subject to 9% corporate tax; qualifying free zone income can remain at 0%, which is a core driver of the choice.
- Choose mainland for retail, hospitality, physical premises, and government work; choose a free zone for consulting, trading, tech, holding, and export-facing businesses that do not need a local storefront.
- Cost tiers differ: free zone packages are generally cheaper to launch, while mainland setup carries higher first-year cost driven mainly by office rent and additional approvals.
AE market entry — Foreign ownership
- Since the 2021 Commercial Companies Law reform, 100% foreign ownership is permitted for most mainland commercial and industrial activities, removing the former requirement for a 51% Emirati shareholder.
- Free zone companies have always allowed 100% foreign ownership with no local partner.
- A defined list of strategic-impact and regulated sectors can still require Emirati participation or special approval — commonly banking, insurance, telecommunications, and certain security- or defence-related activities.
- Where a mainland activity remains restricted, the structure may still require a local partner or an Emirati service/local agent rather than full foreign ownership.
- Professional-services structures historically used a local service agent for administrative liaison without equity; the post-2021 reforms reduced where this is mandatory.
- Offshore vehicles allow full foreign ownership but cannot conduct resident trade inside the UAE and are used for holding, IP, and asset-holding purposes.
- Founders should confirm the ownership rule for their specific activity code, because the general 100% rule has activity-level exceptions.
AE market entry — Setup steps and timeline
- Typical sequence: choose jurisdiction (mainland / free zone / offshore), choose legal form (e.g. LLC, FZE, FZC), reserve the trade name, obtain initial approval, submit incorporation documents, secure premises, and receive the trade licence.
- Trade-name reservation is an early gate and is usually quick; names must follow naming rules and avoid restricted or trademarked terms.
- Initial (in-principle) approval confirms the authority has no objection to the activity and shareholders before full documents are lodged.
- Incorporation documents commonly include shareholder passports, the memorandum/articles, and application forms; mainland setups also need the registered lease.
- Free zone licence issuance is generally fast — often within a few working days, and some zones advertise same-day or near-immediate digital issuance.
- Mainland licence issuance typically takes longer (roughly one to two weeks) because of the lease requirement and additional approvals.
- After the licence, the company obtains an establishment/immigration card, which is the prerequisite for sponsoring employee and investor visas.
- Full end-to-end setup including the founder's visa and Emirates ID commonly runs around two weeks, but regulated activities, external approvals, and document attestation extend it.
- The main timeline drivers are: activity type (regulated activities need extra approvals), office/lease arrangements, document readiness and attestation, and the separate, slower bank-account process.
- Corporate bank-account opening is a distinct step that runs after licensing and often takes several weeks — frequently the longest part of going operational.
AE market entry — Visas and residency
- A trade licence plus establishment card lets the company sponsor residence visas for the founder(s), employees, and dependents.
- The number of visas a licence can sponsor is capped and is driven by factors such as the office/premises type and size and the zone's package — flexi-desk packages allow only a small allocation, while larger leased offices allow more.
- Founder residency options include a standard investor/partner visa (about two years), longer green-visa routes, and the 10-year Golden Visa for investors and entrepreneurs meeting capital or eligibility thresholds.
- Each residence visa requires a medical fitness test (blood test and chest X-ray) and biometric enrolment for the Emirates ID.
- The Emirates ID is the national identity card and is mandatory for every resident; it is issued through the federal identity and immigration authority (ICP).
- Visa processing typically follows within about a week or so of licence issuance, though timing depends on medicals, biometrics, and approvals.
- In-country applicants complete an entry-permit/status-change step before medical and stamping; the process can be run without the founder needing to be physically present in some free zone flows.
- Dependents (spouse, children) and domestic staff can be sponsored once the founder's residency is active, subject to income/eligibility rules.
VN market entry — Charter capital and the DICA account
- Vietnam sets no universal minimum charter capital for most sectors; the declared amount must be credible for the business plan stated in the IRC.
- Authorities assess whether the declared capital is enough to fund the planned activity, premises and staffing.
- Regulated sectors carry statutory minimums (for example banking, insurance, securities, and some real estate and professional services), which can reach millions of US dollars.
- Charter capital must be fully contributed within 90 days of ERC issuance (Law on Enterprises 2020, Article 47 for multi-member LLCs and Article 75 for single-member LLCs). The 90 days exclude time needed to transport or import contributed assets and to complete administrative procedures transferring their ownership.
- Every FDI company must open a Direct Investment Capital Account (DICA) at a licensed commercial bank, through which all inbound capital and outbound profit or capital repatriation must flow.
- The DICA should be opened before or at the point capital is transferred; capital paid in through other channels may not count.
- Capital contributed in kind (assets rather than cash) requires an independent valuation.
- Missing the 90-day deadline triggers penalties, and large or prolonged shortfalls can force a formal capital reduction or risk certificate revocation.
- The bank confirms receipt of the capital, and the contribution is reported to the provincial investment authority.
- Later increases or reductions of charter capital are registered changes, not free adjustments.
VN market entry — Documents and legalisation
- Corporate foreign investors supply identity documents such as a certificate of incorporation and a good-standing extract; individual investors supply passport copies.
- Corporate investors usually must evidence financial capacity via recent audited financial statements (often about two years) and/or a bank reference or balance confirmation.
- A registered office is mandatory: a lease (or land-use-rights certificate) for a compliant address with the landlord's signature notarised, and the address must match what is declared.
- IRC project documents include an investment proposal covering activities, capital and schedule, plus a feasibility study for larger or conditional projects.
- A power of attorney to a local representative lets most of the setup proceed without the investor travelling to Vietnam.
- All foreign-issued documents must be consular-legalised and then accompanied by certified Vietnamese translations.
- The legalisation chain for documents from abroad is: local notarisation, then authentication by the origin country's foreign-affairs authority, then legalisation by the Vietnamese embassy or consulate.
- Vietnam does not accept a single apostille for this purpose, so full consular legalisation is generally required; documents from apostille countries still pass through the Vietnamese diplomatic mission.
- Every foreign-language document in the dossier needs a certified Vietnamese translation.
- Legalised documents have a limited validity window, so preparing them close to filing avoids having to redo them.
VN market entry — Market-entry vehicles
- The LLC is the most common vehicle for foreign investors: liability is capped at contributed capital, and it comes in two forms.
- Single-member LLC has one owner (individual or company) who appoints a director; it is the simplest structure and suits wholly-owned subsidiaries and solo founders.
- Multi-member LLC allows 2 to 50 members, is run by a Members' Council, and limits each member's liability to their capital share; it suits small partnerships and joint ventures.
- Joint Stock Company (JSC) needs a minimum of 3 shareholders with no maximum, has freely transferable shares, and is the only form that can issue shares publicly or list; governance is heavier (shareholders' meeting, board of management, director).
- Rule of thumb: JSC suits businesses raising outside capital or planning an IPO; LLC suits SMEs and single-owner operations.
- A representative office is a non-trading presence limited to market research, liaison and brand promotion; it cannot invoice, sign revenue contracts or earn income, has a renewable multi-year licence, and a capped local headcount.
- A branch of a foreign company can earn revenue but only in narrow permitted lines (e.g. trading, logistics, support services), leaves the parent with unlimited liability, and often needs a ministry sub-licence; it is rarely used as a general operating entity.
- Employer of Record (EOR) lets a foreign business hire staff in Vietnam without incorporating, with the EOR acting as legal employer; it can be live in 1-2 weeks and is used to test the market before committing to an entity.
- Vehicle choice turns on whether the activity earns revenue, the expected ownership and fundraising path, and whether the target sector permits that structure.
VN market entry — Foreign ownership and sector limits
- Vietnam's default stance is open: foreigners may own up to 100% of a Vietnamese company in most sectors, and caps are the exception rather than the rule.
- Ownership rights derive from Vietnam's WTO accession commitments and its free-trade agreements.
- 100% foreign ownership is generally allowed in trading and import-export, wholesale and retail, light manufacturing and assembly, software and IT services, management consulting and market research, e-commerce, and most professional and business services.
- 'Conditional' business lines carry extra requirements (ownership caps, mandatory joint venture, sub-licence, or qualification tests); the conditional list is being trimmed under the 2026 reforms.
- Banking and credit institutions cap aggregate foreign holdings at 30% of charter capital in commercial banks, with per-investor sub-limits; non-bank credit institutions are capped at 50%. Since Decree 69/2025/ND-CP (effective 19 May 2025) a commercial bank receiving a compulsory transfer may exceed 30% up to 49%, provided it is not majority state-owned, and the Prime Minister may approve a higher limit where system stability requires it.
- Telecommunications services supplied over the operator's own network infrastructure are capped at 49% foreign capital in a mandatory joint venture (Vietnam's WTO Schedule of Specific Commitments in Services), plus a separate telecom sub-licence. Limits on services not supplied over own infrastructure have been progressively removed - the Law on Telecommunications 2023 places no foreign-ownership limit on OTT, cloud computing or data-centre services - so check the current position for the specific sub-sector rather than assuming a single ceiling.
- Advertising, inbound tourism and travel agencies, and some transport and logistics sub-sectors require a Vietnamese joint-venture partner.
- Real estate: a foreign-owned company may develop and lease property but cannot act as a land broker or trade land directly.
- Media, broadcasting and publishing are largely closed or heavily restricted.
- K-12 education and some healthcare specialities face caps and conditions, while higher education is more open.
- Legal services are restricted: foreign firms may advise only on non-Vietnamese law, and Vietnamese-law practice is reserved for Vietnamese lawyers.
- Retail with multiple outlets can trigger an Economic Needs Test for each additional store.
- Where a cap blocks direct entry, common alternatives are a joint venture with a local majority partner, a minority stake, or serving Vietnam from a regional hub such as Singapore or Hong Kong.
VN market entry — IRC, ERC and the 2026 Investment Law
- Foreign-invested projects normally need two certificates: an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC).
- The IRC authorises the investment project itself, approving the investor, capital, location and business lines; it is the FDI-specific approval.
- The ERC creates the legal company and issues its enterprise/tax code, equivalent to incorporation.
- The traditional sequence is IRC first, then ERC; under the 2026 Investment Law qualifying investors may obtain the ERC before the IRC, reversing the old order.
- The IRC is issued by the provincial investment authority, or by an industrial-zone/EPZ management board for projects inside those zones.
- The ERC is issued by the Business Registration Office under the same provincial department.
- Statutory issuance times are roughly 15 working days for the IRC (non-conditional lines) and about 3 working days for the ERC, each from a complete dossier.
- Conditional-sector IRCs take longer (around 35 working days) and may require additional ministry approval.
- The 2026 Investment Law reduces the number of conditional business lines, consolidates investment-policy approval categories, and delegates more authority to provinces.
- Larger or sensitive projects may first need an in-principle investment-policy approval before the IRC is granted.
- Changing registered business lines later requires a formal IRC/ERC amendment taking several weeks, so business lines should be scoped correctly at filing.
- New companies must publish their registration on the national business-registration portal within 30 days.
VN market entry — Legal representative, substance and exit
- Every Vietnamese company must have at least one legal representative who resides in Vietnam.
- The legal representative may be a foreigner but must hold a work permit or temporary residence card and be physically present in the country.
- A foreign founder who does not live in Vietnam must appoint a resident individual (a staff member or professional provider) to hold the role.
- The legal representative signs official filings (tax, investment reports, labour contracts) and carries personal liability for the company's statutory duties.
- Conditional or regulated activities require sector sub-licences (for example from the trade, information-communications, education or health ministries) on top of the IRC and ERC before operating.
- Substance is expected: a real registered office, genuine capital, local staffing and proper books; shell-like arrangements and informal nominee ownership are increasingly closed off by beneficial-ownership disclosure rules.
- Profit repatriation runs through the DICA and is only permitted after corporate income tax finalisation, a completed annual audit, settlement of tax liabilities, and a profit-distribution resolution.
- In practice profits can first be remitted several months after fiscal year-end once audit and tax clearance are done; open tax audits or disputes block remittance.
- Closing an FDI company is a sequential, multi-agency process (tax authority, labour authority, customs where relevant, then the business-registration authority) with nothing running in parallel.
- An FDI company must first terminate the investment project and return the original IRC before completing enterprise dissolution.
- Tax finalisation drives the exit timeline: a full closing audit and clearance typically takes about 60-90 days, and the whole dissolution commonly runs 6-12 months.
- The legal representative stays personally liable for company obligations, including tax clearance and employee settlements, until deregistration is complete, and employees must receive at least 30 days' notice and full settlement.
VN market entry — Post-licensing setup and compliance
- Make the company seal: the red company chop remains central to signing documents, and businesses now choose the seal's type and number themselves.
- Obtain a digital signature (USB token): effectively mandatory because tax filing, social-insurance updates and e-invoicing all require it, usually as a multi-year paid subscription.
- Complete tax registration: the tax code arrives with the ERC, but initial formalities (registration form, accounting method, chief-accountant appointment) must be finalised shortly after, sometimes with a tax-office site check.
- Register and activate e-invoicing with the tax authority before issuing any invoice; this needs a valid digital signature and a registered address.
- Open operating bank account(s) in addition to the DICA for day-to-day transactions; payments over VND 20 million must go through a bank to be tax-deductible.
- Register labour and social insurance with the labour authority and social-security agency, generally within 30 days of the first hire; combined contributions total roughly 32% of salary (employer about 21.5%, employee about 10.5%).
- Written labour contracts are mandatory for employees, and foreign staff need work permits and appropriate residence status.
- Annual independent audit: FDI companies must have their financial statements audited each year by a Vietnam-licensed firm and filed with the corporate income tax finalisation.
- Ongoing filings include periodic VAT, corporate income tax (quarterly provisional plus annual finalisation), personal income tax withholding, and quarterly and annual investment reports to the provincial authority.
- Publish the company's registration details on the national portal within 30 days of the ERC.
- Keep books under Vietnamese Accounting Standards (VAS), and prepare transfer-pricing documentation where related-party transactions exceed the thresholds.
VN market entry — Realistic setup timeline
- Statutory certificate times are ceilings, not the whole picture: end-to-end setup for a straightforward services or trading LLC in an open sector typically runs about 6-12 weeks.
- A common realistic band is 8-12 weeks from first filing to first invoice.
- Legalising documents abroad is often the single longest item and should be started early.
- Manufacturing, real estate and regulated or conditional sectors take materially longer because of extra approvals, sub-licences and feasibility studies.
- The roughly 15-working-day IRC and 3-working-day ERC cover only the certificate stages; bank-account opening, tax and e-invoice setup, and capital transfer add weeks on top.
- Opening the direct-investment bank account can take around 2-4 weeks.
- Ho Chi Minh City and Hanoi are the two main filing centres, and processing pace and document expectations can differ by province and case officer.
- Frequent delay drivers are mismatched lease/registered-address details, incomplete or unlegalised investor documents, missing consular stamps, and conditional-sector re-approvals.
- Retail expansion beyond the first outlet can add 4-8 weeks each through the Economic Needs Test.
- Charter-capital contribution must still complete within 90 days of the ERC, which anchors the early cash-flow timeline.