Vietnam allows 100% foreign ownership in most sectors. The clean path is to incorporate the SG Pte Ltd first, then incorporate the Vietnamese company with the SG entity as the sole foreign investor. That gets the DICA account set up correctly from day one — much faster than amending later. We coordinate the DPI filings, the Investment Registration Certificate if your sector is conditional, and the SG-side setup as one project.
Singapore comes first so the Vietnamese company is incorporated with SG as the sole foreign investor on the original Investment Registration Certificate. That avoids the IRC amendment hassle a later shareholder change would trigger in conditional sectors. Both sides as one project.
ACRA approval within 1–3 working days. Cap table mirrored to founder ownership; SG entity becomes the foreign-investor entity on the Vietnamese application.
DBS, OCBC, UOB are all comfortable with Vietnamese operating plans once the group structure is clear. Allow 3–4 weeks for traditional banks; banks ask more diligence questions on Vietnamese activities than on MY or SG.
If your Vietnamese activity is in a conditional sector (real estate, education, healthcare, fintech, etc.), the IRC is required before the company can be incorporated. The SG entity is named on the IRC as the foreign investor.
Enterprise Registration Certificate filed with the Department of Planning & Investment. The SG entity is the sole or majority foreign investor from incorporation. Capital is registered at the level set in the IRC.
All capital flows in and out of Vietnam move through the Direct Investment Capital Account at the Vietnamese bank. Setting it up with SG as owner from day one means future dividend repatriations clear SBV approval without rework. The 5% treaty rate on outbound dividends requires an annual SG Certificate of Residence + Form 02/TNDN filing.
The Vietnam–Singapore treaty is one of the best outbound stories in ASEAN — 5% on dividends if Singapore owns at least 25%. That 'if' matters. Substance has to be real on the SG side or the Vietnamese tax authorities will deny the rate. We'll tell you what passes and what doesn't.
5% withholding under the SG-VN treaty for SG entities owning at least 25% of the Vietnamese company. Note that Vietnam currently imposes 0% dividend WHT on dividends paid to corporate shareholders out of post-2008 profits — so the treaty mostly matters for older profit pools.
Watch out:Certificate of Residence + Form 02/TNDN filed before payment. SBV approval / DICA flow.
Single-tier corporate tax. Dividends out are tax-exempt in the recipient’s hands and there is no SG withholding.
Vietnam taxes capital gains on the sale of shares in a Vietnamese company by a non-resident at 20% of the net gain (for LLCs) or 0.1% of gross proceeds (for listed securities). No treaty reduction available.
Watch out:Indirect sales (selling the SG holdco that holds the Vietnamese company) can still trigger Vietnamese tax under the Anti-Avoidance and BEPS-era rules. Plan well before any exit.
SUTE applies to new holdcos for the first 3 YAs.
Depends on category. Royalties 10%, technical services 5%, management 10%, interest 5% under the treaty. Foreign Contractor Tax filings required by the Vietnamese payer.
The Vietnamese tax authorities have been more active in challenging beneficial ownership where the SG entity has no operations. Treaty benefits can be denied retrospectively. Substance + transfer pricing documentation matters.
Yes. The Vietnam-side mechanic depends on the sector. For an LLC in a non-conditional sector, the change of shareholder is registered with the DPI as an amendment to the Enterprise Registration Certificate — 4–6 weeks. For a JSC, the company maintains its own shareholder register; the DPI is only notified if the change crosses 5% thresholds. Conditional sectors are slower: the IRC has to be amended too, which can add 4–6 weeks. The DICA at the Vietnamese bank also has to be updated with the new owner or future repatriations will be rejected by the SBV.
It depends on the sector. Conditional sectors (real estate, education, healthcare, certain fintech and gaming activities, etc.) require an IRC issued by DPI before the company can incorporate. Non-conditional sectors just need the Enterprise Registration Certificate. We check the negative-list and conditional-sector classification at the start of every project.
A DICA (or DPICA for indirect investment) is a special Vietnamese-bank account at a commercial bank in Vietnam that handles all capital flows for foreign-invested enterprises. Capital contributions, dividend repatriations, and loan principal all move through it. When you change shareholder, the DICA records have to be updated; if they aren’t, the SBV will refuse to approve outbound dividend remittances.
Yes — the work permit is tied to the Vietnamese employer (your operating company), not to its shareholder. The change of upstream ownership doesn’t affect your visa status. At the next renewal we update the supporting documentation to reflect the new group structure.
If the SG entity charges the Vietnamese operating company management or technical services, the Vietnamese company has to withhold FCT (typically 10% VAT + 5% CIT on technical services, or similar combinations depending on category) and file the FCT return. We size the management fee carefully so the FCT isn’t a surprise — and document that the services are real, since the Vietnamese tax authorities can deny the deduction if substance is thin.
For a non-conditional-sector LLC: 10–14 weeks. SG incorporation and bank account in parallel (4–6 weeks); Vietnamese ERC amendment + DICA update (4–6 weeks); first dividend cycle and FCT setup (2–4 weeks). Conditional-sector or JSC scenarios extend this.
In most cases no, due to section 13(8) of the Singapore Income Tax Act — foreign-sourced dividends are exempt provided the source country has a statutory corporate tax rate of at least 15% and certain other conditions are met. Vietnam’s 20% corporate tax qualifies. We confirm s.13(8) eligibility for each dividend stream as part of the annual close.
We have local teams in both jurisdictions. Same email, one project manager who owns the handoff between the two sides.