Canada offers investors a choice Vietnam does not: federal or provincial incorporation. Meanwhile, opening a foreign-invested company in Vietnam always passes through the IRC gate. The two systems differ from their decentralisation philosophy.
Canada: federal or provincial?
Canada has two incorporation tiers: federal under the Canada Business Corporations Act (CBCA) and provincial (e.g., Ontario’s OBCA, British Columbia’s BCBCA). A federal corporation gets national name protection and may operate in every province (but must still register extra-provincially where it carries on business).
The big convenience: no minimum capital, and since 2021 the CBCA has dropped the resident-Canadian director requirement — Vietnamese investors can serve as directors without a Canadian nominee. Corporate names are cleared through NUANS searches.
Vietnam: the IRC as the mandatory gate for foreign capital
Unlike Canada, Canadian investors entering Vietnam need an IRC under the Investment Law 143/2025 before business registration (Decree 168/2025). There is no federal/provincial concept — but there is decentralisation: projects inside industrial zones file with the Management Board, outside with the investment office under the Department of Finance.
Charter capital: no general minimum, but a 90-day contribution deadline from ERC issuance — harder than Canada (no statutory deadline). Conditional sectors (banking, securities, insurance) carry their own legal-capital floors.
Time, cost and post-incorporation duties
- Canada: federal incorporation online takes days, fees a few hundred CAD; provinces similar. Afterwards: annual shareholders’ meetings, annual returns, records at the registered office.
- Vietnam: 10 working days for the IRC (clause 3, Article 39 of Decree 96/2026/ND-CP) + 3 for the ERC (in theory); in practice 1–2 months end to end including consular legalisation. Afterwards: publication, tax, e-invoicing, social insurance, periodic investment reports to the registration office.
- Tax: Canada — federal + provincial CIT (combined roughly 23–31% by province); Vietnam — 20% standard, project-based incentives.
Which model for two-country business
- Vietnamese firms going to Canada: choose CBCA for multi-province operations, a province (Ontario/BC) for a single-province focus — lower maintenance cost.
- Canadian firms entering Vietnam: determine whether an IRC is needed (investment projects yes; small share purchases may need only contribution registration); start consular legalisation early.
- Both ways: do not confuse “easy to incorporate” with “easy to operate” — post-incorporation tax, labour and reporting duties are the expensive part.
Frequently asked questions
Does a Canadian corporation need a Canadian director?
No. Since 2021 the CBCA dropped the resident-Canadian director requirement; foreign investors may serve as directors themselves. Some provinces retain their own rules to check.
Federal or provincial incorporation in Canada?
Multi-province activity → federal (CBCA) for one national name; single province → provincial for lower upkeep. Federal corporations still register extra-provincially where they operate.
Does a Canadian investor need an IRC in Vietnam?
Yes, when implementing an investment project in Vietnam (Article 26, Investment Law 143/2025). Pure sub-threshold share purchases may use contribution registration instead.
What is Vietnam’s capital-contribution deadline?
90 days from the Enterprise Registration Certificate issuance (Articles 47, 75, 113, Law on Enterprises 2020) — harder than Canada, which sets no statutory deadline.
Contact FLAT Law Firm
FLAT Law Firm supports two-way Vietnam–Canada company formation: IRC and business registration in Vietnam; federal/provincial incorporation in Canada. Contact us to pick the right model.