Vietnam and Singapore Incorporation: A Comparative Legal Insight for Investors
- Vinex Official
- Nov 4
- 3 min read
Incorporation remains a crucial legal foundation for enterprises planning regional expansion in Southeast Asia. Both Vietnam and Singapore incorporation frameworks have progressively streamlined their company formation procedures — focusing on transparency, digitalization, and investor protection.
While Singapore consistently ranks among the world’s most business-friendly jurisdictions, Vietnam and Singapore incorporation reforms highlight two complementary models: Singapore’s efficiency and digital compliance, and Vietnam’s growing appeal as a manufacturing and investment hub under the reformed Enterprise Law 2020 and Investment Law 2020.
2. Vietnam and Singapore Legal Frameworks for Incorporation
Jurisdiction | Primary Legal Basis | Key Regulatory Authority |
Vietnam | Enterprise Law 2020; Investment Law 2020; Decree 168/2025/NĐ-CP; Circular 68/2025/TT-BKHĐT | Department of Planning and Investment (DPI); Ministry of Planning and Investment (MPI) |
Singapore | Companies Act 1967 (Singapore) | Accounting and Corporate Regulatory Authority (ACRA) |
Key Insight: Both systems ensure statutory protection and compliance, but Singapore’s framework provides faster digital processing via BizFile+, while Vietnam emphasizes regulatory verification and post-licensing compliance.
3. Step-by-Step Comparison: Vietnam vs Singapore Incorporation
Procedure | Vietnam | Singapore |
Step 1: Company Name Approval | Apply via dangkykinhdoanh.gov.vn. Names must not duplicate or violate IP rights. | Register on BizFile+. Some names may require additional ministry clearance. |
Step 2: Determine Company Type | LLC (single or multiple-member), JSC, or Sole Proprietorship. | Private Limited (Pte Ltd), Public Limited, Unlimited, or Guarantee Companies. |
Step 3: Appoint Key Officers | Must designate a Legal Representative residing in Vietnam. | Require at least one resident Director and a qualified Company Secretary. |
Step 4: Capital and Address Requirements | No general minimum capital (except for conditional sectors). | Minimum paid-up capital: SGD 1. Must maintain a local registered office accessible 3 hours per working day. |
Step 5: File Incorporation Documents | Submit through DPI or National Business Registration Portal. | Submit via BizFile+ (digital process). |
Step 6: Issuance of Certificate | Receive Enterprise Registration Certificate (ERC). | Receive Certificate of Incorporation and UEN. |
Step 7: Post-Incorporation Tasks | Tax, bank account, e-invoice, labor registration. | Corporate bank account, GST/CPF registration, payment gateways. |
4. Vietnam and Singapore: Capital Structure and Compliance Timeline
Aspect | Vietnam | Singapore |
Charter Capital | Declared in ERC filing; no universal minimum. | Minimum SGD 1. |
Contribution Deadline | Within 90 days from issuance of ERC. | Upon incorporation or within agreed schedule. |
Proof of Contribution | Bank slips, valuation reports, transfer documentation. | Capital deposited into company bank account. |
Tax Registration | Mandatory with Tax Department (and GST if > VND 1B/year). | With Inland Revenue Authority of Singapore (IRAS). |
Processing Time | 3–5 business days. | 1 business day (if no external approvals required). |
5. Vietnam and Singapore: Comparative Evaluation
Evaluation Criteria | Vietnam | Singapore |
Processing Speed | Moderate (3–5 days). | Fast (same day approval possible). |
Digitalization Level | Semi-digital (requires verification). | Fully online via BizFile+. |
Transparency & Predictability | Improving, but post-licensing checks remain. | High — automated compliance notifications. |
Cost Efficiency | Low-cost setup; accessible labor and market. | Higher administrative costs, but top global ease-of-doing-business index. |
Investor Appeal | Strong for manufacturing, trade, logistics. | Strong for fintech, holding, and global services. |
6. Key Legal Takeaways for Investors in Vietnam and Singapore
Singapore provides unmatched procedural clarity and turnaround time, making it ideal for holding or global service entities.
Vietnam offers cost efficiency, fast-growing domestic markets, and strong incentives for FDI in manufacturing and high-tech sectors.
Both jurisdictions enforce strict corporate governance and compliance post-licensing — particularly in capital contribution and taxation.
7. Vietnam and Singapore: Strategic Recommendations
Investor Objective | Recommended Jurisdiction | Rationale |
Fast incorporation and cross-border credibility | Singapore | Best for global investors seeking quick setup and tax transparency. |
Long-term production or regional expansion | Vietnam | Strong local demand, low costs, government incentives. |
Dual-structure model (HoldCo + OpCo) | Singapore (HoldCo) + Vietnam (OpCo) | Optimize tax planning and operational efficiency. |
8. Conclusion: Vietnam and Singapore – Two Gateways, One Strategy
Whether you choose Vietnam for its dynamic domestic market or Singapore for its world-class regulatory efficiency, both jurisdictions provide strong legal frameworks for sustainable investment. The optimal approach may combine the two: establishing a Singapore holding company managing a Vietnam operating subsidiary, aligning tax benefits with real economic activity.
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