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Did you know how to open a company in the USA from Vietnam?

Did you know how to open a company in USA from Vietnam?

Currently, there is a growing interest among individuals and companies based in Vietnam to invest in the United States of America. This includes setting up a subsidiary company in the USA, acquiring shares or equity in a US-based company, and even establishing a branch or representative office in the country. If you are interested in opening a company in the USA, this article will provide you with some useful guidance on how to open a company in USA from Vietnam.

Selecting a State in the USA

The United States of America has a diverse legal landscape, with each state having its own legal system that governs various regulations. It is essential to keep in mind the state in which you plan to open a company in USA before considering opening a business in the USA.

To register your company’s business in the United States, you shall first file to register your company in that state. For instance, like in California, you shall file either an Application to Register a Foreign Limited Liability Company (LLC) or a Statement and Designation – Out-Of-State Stock Corporation with the California Secretary of State (SOS).

Documents and information required to register

To complete the application to open a company in USA, you typically need to provide:

  • the name of your company as registered in the state where it was organized
  • if necessary, an alternate name that your company will use in California (necessary if your company’s original name or something very similar is already being used by a California registered business, or the original name does not include words such as “Limited Liability Company” or an abbreviation such as “LLC“)
  • the state where your company was formed
  • the date on which your company was formed
  • a statement that your company currently is allowed to conduct business in the state where it was formed
  • the name and street address of your company’s registered agent
  • the street address of your company’s principal office
  • the street address of your company’s principal office in the chosen U.S. state, if any
  • the mailing address of your company’s principal office, if different from its street address, and
  • a signature from the authorized person (e.g. general manager or Chief Executive Officer).

You must include a certificate of good standing with your application. The certificate must have been issued within the last six (6) months by the governmental agency where your company was formed (usually a secretary of state in the state where your company is incorporated).

Registration fees

Most states in the United States, especially California, allow you to file by online application (most common) or mail. The basic filing fees vary among the U.S. states, e.g., in California, the filing fee is $70 for an LLC and $100 for a stock corporation.

Post-Incorporation Proceedings

Once you have qualified your foreign entity to do business in a U.S. state, technically you are free to transact business in that state. However, practically speaking, in order to do any real business in that state (or anywhere in the US), you will need to obtain a Federal Employer Identification Number (a “FEIN”) from the United States Internal Revenue Service (the “IRS”).

A FEIN is your company’s taxpayer identification number; essentially your company’s identity number in the United States (the company equivalent of a Social Security Number issued to individual US taxpayers).

In addition to being used to file US and state tax reports, the FEIN is required by all American banks in order to open a bank account and is also necessary to obtain employer identification numbers and accounts required by most states. As such, without a FEIN, you are pretty much stalled.

Proceedings To Be Conducted in Vietnam.

Apart from the necessary steps to open a company in the USA, there are also some essential procedures that you need to go through in Vietnam. These include obtaining an offshore investment registration certificate from the Ministry of Planning and Investment of Vietnam and fulfilling the registration for foreign exchange transactions in relation to offshore investment activities, which must be approved by the State Bank of Vietnam.

The above advice is preliminary, and we encourage you to contact us for more information at finnnguyen@ivlf-lawyer.com. At IVLF LLC, we have extensive experience and expertise and can tailor our services to meet your specific needs. In Vietnamese legislation, we have Mr. Nguyen Trung Nghia, who is currently the managing partner of the firm, and in the US legislation, we have a US-practicing Counsel, Nguyen Duc Nguyen Vy, who is well-versed in US legislation and well-trained in US-based reputable law schools and can assist you with the initial establishment proceedings as required.

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