The UK has long been known as the fastest place in Europe to incorporate — file online at Companies House, sometimes done within 24 hours. Vietnam, after Decree 168/2025, has also simplified enterprise registration considerably. But speed is only part of the story: transparency duties, tax and annual reporting differ fundamentally between the two countries. This article gives a practical comparison for choosing correctly.
The legal frameworks
- UK: the Companies Act 2006 is the framework statute; the Economic Crime and Corporate Transparency Act 2023 (ECCTA) tightens transparency — mandatory identity verification for directors and persons with significant control (PSCs), with expanded powers for Companies House to reject suspicious filings.
- Vietnam: Enterprise Law 59/2020/QH14 (still in force); Decree 168/2025/ND-CP (effective 1 July 2025, replacing Decree 01/2021) on enterprise registration; foreign investors additionally fall under Investment Law 143/2025/QH15 (effective 1 March 2026).
Key points of comparison
Speed and cost: in the UK, forming a private limited company (Ltd) online costs around GBP 50 and is often completed within 24 hours; there is no minimum share capital and a single director (who must be a natural person) suffices. In Vietnam, domestic enterprise registration typically takes 3–5 working days with no online filing fee; but foreign investors must obtain an IRC first (or establish the entity first and then complete investment procedures under Article 19 of Law 143/2025), stretching the total timeline to several weeks.
Ownership transparency: the UK requires public registration of persons with significant control (over 25% of shares or voting rights); ECCTA 2023 adds mandatory identity verification. Vietnam requires beneficial-owner disclosure in the registration dossier under Decree 168/2025, though public accessibility is more limited.
Tax: UK corporation tax is 25% from 1 April 2023 (the 19% rate survives only for small profits below the threshold). Vietnam applies 20% CIT under CIT Law 67/2025/QH15, with incentives for new investment projects. The UK levies 20% VAT with a turnover registration threshold, a different design from Vietnam’s VAT.
Annual duties: a UK company must file annual accounts and a confirmation statement with Companies House — late filing draws penalties and can lead to strike-off. A Vietnamese company must file financial statements, finalise CIT and submit periodic labour reports.
What Vietnamese businesses opening a UK company should note
- Define the purpose clearly: a UK company for genuine UK business (consider substance and tax) versus a mere holding vehicle — each carries different tax consequences.
- Prepare identity verification for directors/shareholders under ECCTA 2023 from the incorporation stage.
- Mind tax exposure in both countries: a UK company managed from Vietnam may be treated as having a permanent establishment in Vietnam and vice versa — review the Vietnam–UK double tax treaty.
- Opening a bank account for a UK company from Vietnam is often difficult under AML/KYC checks — prepare clear source-of-funds documentation.
Frequently asked questions
Can a Vietnamese national serve as director of a UK company?
Yes. UK law does not require directors to reside in the UK; they need only be natural persons aged 16 or over who pass identity verification under ECCTA 2023. Banks and counterparties may still ask for additional information.
Is minimum share capital required to incorporate in the UK?
No. A UK Ltd has no statutory minimum share capital; shares may be issued at very low nominal value. This differs from Vietnamese practice, where committed charter capital is tied to the capacity to implement the investment project.
Must a UK company pay tax in Vietnam?
It depends. If the UK company has a permanent establishment in Vietnam or derives income from Vietnam, that income may be taxable in Vietnam under Vietnamese tax law and the double tax treaty. The specific operating structure must be analysed.
What did ECCTA 2023 change for existing companies?
ECCTA strengthens transparency: mandatory identity verification for directors, PSCs and presenters; Companies House gains powers to query, reject and remove inaccurate information; heavier sanctions for false filings. Existing companies must comply when updating their information.
Contact FLAT Law Firm
FLAT Law Firm, working with local UK counsel, supports incorporation, cross-border tax review and appropriate ownership structuring. Contact us for advice before you decide.
This article has been quality-reviewed by the FLAW AI Legal Council