Incorporating in Vietnam and in the Netherlands follows two different philosophies. Vietnam screens foreign investors through an Investment Registration Certificate (IRC) before business registration, while the Netherlands lets founders set up a BV within days through a civil-law notary, with no minimum capital. This comparison walks through each step so investors pick the right path.
Two different incorporation philosophies
In Vietnam, foreign investors typically choose a limited liability company or a joint-stock company under the Law on Enterprises 59/2020/QH14. The defining step is the Investment Registration Certificate (IRC) under the Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020): inside industrial zones the application goes to the zone Management Board; outside zones it goes to the investment registration office under the Department of Finance. Only after the IRC comes business registration for the Enterprise Registration Certificate (ERC) under Decree 168/2025/ND-CP (effective 1 July 2025).
In the Netherlands, the workhorse vehicle is the BV (besloten vennootschap). A civil-law notary executes the deed of incorporation and articles, then registers the company with the KvK Chamber of Commerce. EU investors need no separate investment licence at all; non-EU investors face screening only in sensitive sectors under the Vifo Act.
Capital: minimums and contribution deadlines
Vietnam sets no general minimum charter capital — except for conditional sectors such as banking, insurance and securities. But the clock is strict: members and shareholders must fully contribute their committed capital within 90 days of the ERC issuance date (Articles 47, 75 and 113 of the Law on Enterprises 2020). Missing the deadline forces a capital reduction filing, and liability tracks the committed amount.
The Netherlands abolished BV minimum capital in 2012 (the flex-BV reform): shares can be issued at a nominal value of one eurocent. There is no 90-day contribution guillotine, but directors must run a distribution test (uitkeringstest) before any dividend — if the payout renders the company unable to pay its debts, directors face personal liability.
Realistic timelines and where delays hide
Statutory clocks in Vietnam: 10 working days for an IRC (projects not subject to investment policy approval — clause 3, Article 39 of Decree 96/2026/ND-CP) and 3 working days for the ERC once the dossier is complete. In practice, the end-to-end journey — document legalisation abroad, IRC, business registration, bank account opening — usually takes one to two months.
In the Netherlands, a BV can be notarised, registered and trading within days; notary and registration costs typically run EUR 1,000–2,000. The real bottleneck is opening a corporate bank account: Dutch banks apply rigorous KYC to non-EU-resident directors, which can take weeks.
Post-incorporation duties investors overlook
- Vietnam: publish the registration on the National Business Registration Portal; complete tax registration and e-invoicing; declare labour usage and enrol employees in social insurance; display a signboard at the head office. Since the 2020 Law on Enterprises, a company seal is optional — the legal representative’s signature carries the transaction.
- Netherlands: register ultimate beneficial owners (UBO) in the UBO register; file annual accounts with the KvK; register with the Belastingdienst for tax. A BV needs at least one director, who may be a non-resident foreigner.
Frequently asked questions
Does a Dutch investor need an IRC to open a company in Vietnam?
Yes, when a foreign investor implements an investment project in Vietnam, an IRC is mandatory under Article 26 of the Investment Law 143/2025. Pure capital contributions or share purchases below statutory thresholds follow a simpler contribution-registration procedure instead.
Is there minimum capital for a Dutch BV?
No. Since the 2012 flex-BV reform, the former EUR 18,000 minimum is gone; BV shares may be issued at a nominal value of one eurocent.
What is the capital contribution deadline in Vietnam?
Ninety days from the ERC issuance date for LLCs and joint-stock companies (Articles 47, 75 and 113, Law on Enterprises 2020).
Must a Vietnamese company have a corporate seal?
No. Since the 2020 Law on Enterprises the seal is optional; the company decides its form and quantity, and the legal representative’s signature determines a transaction’s validity.
Contact FLAT Law Firm
FLAT Law Firm handles end-to-end company formation for Dutch investors in Vietnam: IRC applications, business registration, charter-capital advice and post-licensing compliance. Contact us for a roadmap tailored to your project.