Entrepreneurs who want to open company USA from Vietnam can follow this step-by-step guide to structure the deal correctly from day one. Planning to open company USA operations from Vietnam is easier when the offshore approvals are mapped first. This article provides general information only and is not legal advice for any specific case. Regulations and fees may change – please consult a professional before acting. Vietnamese individuals and companies increasingly look to the United States for expansion – setting up a subsidiary, acquiring shares in an open company USA structure, or opening a branch or representative office. The process spans both US-side incorporation and Vietnam-side outbound investment approval. Here is what to expect. 
1. Choosing a US State
The United States has 50 separate state-level legal systems, and the state you incorporate in shapes your ongoing compliance, tax exposure and governance rules. Delaware and California are common choices for foreign-owned entities, but the right state depends on where the business will actually operate, its investors, and its industry.
2. Core Registration Requirements
To register a company in most US states, the open company USA formation filing typically requires:
- the name and street address of the company’s registered agent in that state;
- the street address of the company’s principal office, and mailing address if different;
- a signature from an authorised person (e.g. General Manager or CEO); and
- a certificate of good standing for the parent entity, generally issued within the prior six months by the relevant authority in its home jurisdiction.
Filing fees vary by state and entity type – for example, California has historically charged in the region of USD 70 for an LLC and USD 100 for a stock corporation, though current fee schedules should always be verified before filing.
3. Post-Incorporation Steps
Incorporation is the starting point, not the finish line. Depending on the state and business activity, post-incorporation steps commonly include obtaining an Employer Identification Number (EIN) from the IRS, opening a US bank account, registering for state and local taxes, and putting in place the corporate governance documents (bylaws, operating agreements, share registers) needed to operate compliantly.
4. Proceedings Required in Vietnam
Setting up in the US is only half the process for a Vietnam-based investor. Vietnamese law also requires:
- an Offshore Investment Registration Certificate from the Ministry of Planning and Investment; and
- registration of the related foreign exchange transactions for the outbound investment, approved by the State Bank of Vietnam.
These approvals govern how capital lawfully leaves Vietnam to fund the open company USA entity, and missing this step is one of the most common causes of delay or non-compliance for outbound investors.
Conclusion
Opening a company in the USA from Vietnam involves two parallel workstreams – US incorporation and compliance, and Vietnam-side outbound investment approval. Sequencing these correctly, with the right state and entity structure from the outset, avoids costly rework later.
Planning outbound investment into the US?
IVLF Advisors LLC advises Vietnam-based individuals and companies on outbound investment structuring, US incorporation coordination, and the required Vietnamese regulatory approvals. Explore our practice areas or contact us to discuss your plans. In short, the decision to open company USA from Vietnam comes down to careful planning across two jurisdictions.
Founders who choose to open company USA from Vietnam should confirm their US state, registered agent and EIN before funding the entity, while completing the required outbound-investment approvals at home first. Handled in the right order, the process to open company USA from Vietnam is straightforward, cost-effective and fully compliant. Founders who prepare well can open company USA from Vietnam within a few weeks, and a good advisor makes it far simpler to open company USA from Vietnam without costly delays.
Open company USA from Vietnam: FAQ
Which state should we choose?
Delaware remains the default for companies raising US venture capital; Wyoming and Texas suit holding and trading structures with lower fees; California makes sense only when your team physically works there. The choice shapes taxes, reporting and investor expectations, so we settle it before any filing when clients open company USA structures.
What approvals do we need in Vietnam first?
A Vietnamese individual or company investing capital abroad generally needs an outward investment registration certificate before remitting funds – details are published by the Ministry of Finance. Skipping this step blocks the money transfer at the bank, which is where most self-managed attempts to open company USA entities stall. 
Can we open a US bank account remotely?
Yes – fintech platforms and several banks onboard non-resident founders with an EIN, formation documents and video verification. We sequence the EIN application immediately after formation so the account is usually live within three to four weeks.
What does the whole process cost?
State fees, registered agent, EIN and compliance calendar for year one typically run under two thousand dollars for a standard structure, plus the Vietnamese outward investment filing. We quote the full path to open company USA operations as one fixed fee, both jurisdictions included. 
Tax Reporting Obligations for Vietnamese Owners of a US Company
Owners who open company USA from Vietnam remain subject to tax reporting in both countries, so mapping these duties early is essential. Anyone who plans to open company USA from Vietnam should track US federal filings alongside Vietnamese outbound-investment reporting. Getting professional help to open company USA from Vietnam keeps these annual obligations under control. Opening a company in the USA from Vietnam does not end at incorporation.
A Vietnamese resident who owns a US LLC or C-Corp must track two parallel compliance tracks: US federal filings and Vietnamese foreign-investment reporting. On the US side, a foreign-owned single-member LLC must file Form 5472 together with a pro forma Form 1120 every year, even if the company had no revenue; missing this filing carries a minimum penalty of USD 25,000. On the Vietnamese side, an individual or company that invests abroad is required to register the outbound investment capital with the Ministry of Planning and Investment and to report remittances through an authorized bank under the State Bank of Vietnam’s foreign exchange rules before money can legally leave Vietnam to fund the US entity. For founders who are also setting up parallel operations onshore, our related guide on setting up an FDI company in Vietnam explains how outbound and inbound investment registrations interact when a group has entities on both sides of the Pacific.
Common Mistakes When Opening a US Company from Vietnam
Most problems founders face when they open company USA from Vietnam trace back to skipped approvals or missed filings. Reviewing this list before you open company USA from Vietnam keeps the launch on schedule. The safest way to open company USA from Vietnam is to confirm each requirement in advance. In practice, planning ahead is what lets you open company USA from Vietnam smoothly, and experienced counsel can help you open company USA from Vietnam with confidence. The most frequent error is treating US incorporation as a purely administrative step and skipping the outbound investment license required under Vietnam’s Law on Investment.
Without this license, banks in Vietnam are entitled to refuse the wire transfer needed to capitalize the US entity, and the founder may face administrative penalties for unregistered outbound capital. A second common mistake is choosing a registered agent state (typically Delaware or Wyoming) without first confirming where the company will actually generate US-source income, which affects state tax nexus. A third mistake is failing to open a compliant US bank account before the first invoice is issued, which delays the ability to receive customer payments. Founders who are simultaneously scaling operations in Vietnam’s industrial zones should sequence the two registrations carefully so that capital contribution deadlines on both sides do not conflict. For the official rules on registering outbound investment capital, see the Ministry of Planning and Investment’s outbound investment portal, and for US federal filing requirements for foreign-owned entities, see the IRS instructions for Form 5472.
How to Open LLC USA from Vietnam: Practical Steps for Founders
Vietnamese entrepreneurs who want to open LLC USA from Vietnam should first decide on the state of formation, since Delaware company registration Vietnam resident filings remain popular for their predictable corporate law, but other states may suit specific business models better. US company formation Vietnamese entrepreneur filings typically require a registered agent, an EIN application, and an operating agreement even for a single-member LLC. The step founders underestimate most is opening a US business bank account foreign founder access, since many banks now require either a US visit or a fintech-based alternative with enhanced KYC documentation before an account can be opened remotely.
Ready to set up your US company from Vietnam? Contact IVLF Advisors for guidance on formation, banking, and compliance.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
