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Forming a Company in Vietnam or the Netherlands: 1-Cent BV vs ‘Zero-Dong’ LLC

3 min readFLAT LAW FIRM

A practical scenario: a logistics startup with Vietnamese and Dutch founders debates headquarters: Vietnam (near warehouses, low costs) or the Netherlands (EU gateway, near Rotterdam port)? The Dutch founder says “a BV needs just 1 cent“; the Vietnamese says “Vietnamese incorporation takes 3 days“. Both are right — but the story doesn’t end at capital and speed.

1. Vietnam: 3–5 days, “zero” capital — but IRC for foreign capital

Under Enterprise Law 2020 (59/2020/QH14): LLCs and joint-stock companies dominate; no minimum charter capital (except conditional sectors); enterprise registration (ERC) in 3–5 days. But the Dutch founder (a foreign investor) needs an IRC first — investment procedures under Decree 96/2026/ND-CP, adding weeks. Realistic total: 3–6 weeks. Upside: low formation costs, proximity to Vietnamese operations.

2. The Netherlands: 1-cent BV — but substance and banking are the gates

The Netherlands: a BV (besloten vennootschap) with EUR 0.01 minimum capital (2012 Flex BV), formed via notary (notaris) + KvK (Chamber of Commerce) registration in 1–2 weeks. But: bank account opening for Vietnamese owners takes months (AML/KYC); the company needs real substance (office, staff) for tax benefits and credibility. Tax: 19% CIT (to EUR 200,000) / 25.8% above — check current rates. In return: a Dutch BV is a “passport” into the EU — credibility with bloc-wide partners and banks.

3. A quick comparison

  • Minimum capital: Vietnam “zero” vs Netherlands EUR 0.01 — both near-zero barriers.
  • Time: Vietnam 3–5 days (ERC) + weeks (IRC); Netherlands 1–2 weeks + months (banking).
  • Formation cost: Vietnam low; Netherlands notary + registration (thousands of euros) + substance costs.
  • Tax: Vietnam 20%/15%/17% CIT (Law 67/2025); Netherlands 19%/25.8%.
  • Position: Vietnam — near production, low cost; Netherlands — EU gateway, Rotterdam proximity.
  • Popular formula: Vietnamese company (operations) + Dutch BV (holding/EU sales) — combining both.

Choose incorporation by strategy — not by gut

This article is general information. Each project needs its own structure. FLAT Law Firm supports company formation in Vietnam. Contact us for advice.

This article is general information only and does not replace legal advice for any specific case. Regulations may change; please check the current texts.

Frequently asked questions

1. How much capital for a Dutch BV?

EUR 0.01 minimum — but real funding and substance are needed to operate.

2. How long does Vietnamese incorporation take?

ERC 3–5 days; foreign capital adds weeks for IRC — 3–6 weeks total.

3. What is substance?

Real presence (office, staff, operations) — the condition for Dutch tax benefits.

4. What are the CIT rates?

Vietnam 20%/15%/17%; Netherlands 19% (to EUR 200,000) / 25.8% (above).

5. Where should we incorporate?

By strategy — popular: Vietnamese company (operations) + Dutch BV (holding/EU sales).

This article is pending review by the QA Council.

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