Vietnam and Hong Kong Incorporation: Legal Procedures, Key Differences, and Investor Insights

1. Vietnam and Hong Kong — Two Dynamic Business Gateways in Asia

Both Vietnam and Hong Kong play vital roles in Asia’s investment ecosystem. While Hong Kong has long been known for its efficiency, low taxation, and transparent business regulations, Vietnam has rapidly become an attractive alternative due to its economic growth, affordable labor, and strong manufacturing base.

Understanding the Vietnam and Hong Kong incorporation procedures and their respective legal frameworks is essential for investors aiming to establish a sustainable business presence in Asia. A clear comparison of incorporation requirements helps businesses choose the most strategic location — whether leveraging Hong Kong’s financial infrastructure or Vietnam’s expanding production and consumer markets.

Vietnam and Hong Kong incorporation — bridging Asia’s two dynamic business hubs for global investors

2. Vietnam and Hong Kong Incorporation Structures

Governing Law	Enterprise Law No. 59/2020/QH14; Investment Law No. 61/2020/QH14	Companies Ordinance (Cap. 622)
Popular Entity Types	LLC (1 or 2+ members), Joint Stock Company (JSC)	Private Company Limited by Shares, Company Limited by Guarantee
Foreign Ownership	Up to 100% (with industry exceptions)	100% foreign ownership permitted
Incorporation Timeline	3–5 business days (ERC issuance); 1–3 months for FDI firms (ERC/IRC)	1 hour (e-filing) to 4 working days (paper submission)
Capital Requirements	Flexible (subject to conditional industries)	No minimum capital requirement
Online Registration	Available via National Business Registration Portal	Fully digital via e-Registry
Language of Documents	Vietnamese	English or Chinese (not mixed in one name)

3. Legal Procedures: Vietnam vs Hong Kong Incorporation

Vietnam Incorporation Procedures

1. Select Entity Type Choose among LLC, JSC, or sole proprietorship depending on your business model.

2. Prepare Corporate Information Includes company name, business address (not residential), legal representative, business lines, and charter capital.

3. Prepare and Submit Application Submit to the Department of Planning and Investment or via the online portal (dangkykinhdoanh.gov.vn).

4. Obtain Enterprise Registration Certificate (ERC) Confirms legal entity status, tax code, and business number.

5. Complete Post-Incorporation Requirements Open a business bank account, register for electronic invoices, and declare initial tax.

Legal Basis: Enterprise Law 2020, Investment Law 2020, Decree 168/2025/NĐ-CP, Circular 68/2025/TT-BKHĐT.

Hong Kong Incorporation Procedures

1. Choose Entity Type and Company Name

   1. “Limited” or “有限公司” must appear at the end.

   2. Name must not be identical or too similar to existing ones (check via e-Registry).

   3. Avoid restricted words like “Government,” “Bank,” or “University.”

2. Appoint Key Personnel

   1. At least one individual director (age ≥ 18).

   2. A company secretary resident in Hong Kong (individual or corporate).

   3. Registered address must be a real location (no PO boxes).

3. Prepare and File Incorporation Documents

   1. Form NNC1 (company limited by shares) or NNC1G (by guarantee).

   2. Articles of Association (standard templates available online).

   3. IRBR1 Form (Business Registration Notice).

4. Receive Certificates

   1. Electronic filing: Incorporation Certificate issued within 1 hour.

   2. Paper filing: Within 4 business days.

5. Post-Incorporation Compliance

   1. Open a corporate bank account.

   2. Maintain accounting records and file annual returns.

   3. Notify authorities of any director or address change.

Legal Basis: Companies Ordinance (Cap. 622).

4. Comparative Overview: Vietnam and Hong Kong Incorporation

Aspect	Vietnam	Hong Kong
Ease of Setup	Moderate – requires more documentation	Very easy – fully digital
Cost of Incorporation	Low to moderate	Higher, especially for professional services
Tax System	20% corporate income tax; VAT 8–10%	16.5% profits tax; no VAT or GST
Legal Transparency	Improving under WTO/OECD standards	Highly transparent and investor-friendly
Time to Incorporate	3–5 business days (local), up to 1–3 months (FDI)	1 hour (online)
Ideal For	Manufacturing, logistics, local sales	Holding companies, trading, financial services

5. Key Takeaways for Global Investors

• Hong Kong offers unmatched speed and simplicity, suitable for investors prioritizing global trading and financial structuring.

• Vietnam provides cost advantages, government incentives, and a rapidly growing consumer market — ideal for manufacturing and local operations.

• A dual incorporation strategy (holding company in Hong Kong, operating entity in Vietnam) can optimize both tax and business efficiency.

6. Conclusion

While Hong Kong remains a global benchmark for business-friendly incorporation, Vietnam is rising as Asia’s next strategic hub — combining growth potential, digital reforms, and competitive operational costs.

For investors seeking balance between legal stability, tax efficiency, and market access, combining both jurisdictions may be the smartest strategy in 2025 and beyond.

7. Launch Your Vietnam Venture with Vinex

Vinex provides full-spectrum support for investors entering Vietnam or expanding from Hong Kong, including:

• Company Formation: Secure ERC/IRC in 1–3 months.

• Legal & Tax Advisory: Ensure compliance with Vietnam export duties to the U.S. and local laws.

• Banking & Logistics: Optimize accounts and supply chains.

  
  

Launch Your Vietnam Venture with Vinex: Legal, Tax & Business Support And More Transform your legal support strategy today. Contact Vinex to schedule your initial consultation — available remotely via your preferred digital platform or in person at our offices.

Hotline: +84 98 1111 811 or email: contact@vinex.com.vn