Short answer: A Vietnamese national can own 100% of a Singapore private company, but at least one director must be ordinarily resident in Singapore. ACRA’s fees are S$15 for the name and S$300 for registration. If the capital comes from Vietnam, Vietnam’s 2026 outward investment and foreign exchange rules may apply, so confirm them with a Vietnamese adviser before you remit.
Setting up a Singapore company for Vietnamese founders means satisfying two sets of rules. Singapore’s rules decide who can sit on the board, how the company is registered and how it is taxed. Vietnam’s rules can decide whether, and how, a Vietnamese individual or company may send capital out of Vietnam to fund it. This guide covers both and flags where you need Vietnamese advice.
Key facts at a glance
- Section 145(1) of the Companies Act 1967: every company must have at least one director who is ordinarily resident in Singapore.
- ACRA fees: S$15 to apply for a company name and S$300 to register the company. A company secretary must be appointed within six months of registration.
- Singapore corporate tax is a flat 17%, and Singapore does not withhold tax on dividends.
- Singapore-Vietnam tax treaty caps: dividends 5%, 7% or 12.5% depending on the holding; interest 10%; royalties 5% or 10%.
- Vietnam’s Law on Investment 2025 (Law No. 143/2025/QH15) applies from 1 March 2026. Decree 103/2026/ND-CP on outward investment took effect on 3 April 2026.
- Under Decree 103/2026/ND-CP, projects below VND 7 billion outside conditional sectors register the foreign exchange transaction instead of obtaining an outward investment registration certificate.
- Employment Pass qualifying salary: S$5,600 a month now, rising to S$6,000 for new applications from 1 January 2027.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Can a Vietnamese national own and run a Singapore company?
Yes. A Vietnamese individual or a Vietnamese company can hold every share. The restriction is on the board: section 145(1) of the Companies Act 1967 requires at least one director who is ordinarily resident in Singapore.
Directors must be individuals aged 18 or above. A founder living in Ho Chi Minh City or Hanoi is not resident here, so the options are:
- Relocate to Singapore on a work pass and serve as the resident director. ACRA (the Accounting and Corporate Regulatory Authority) tells pass holders to check with their pass issuer, such as the Ministry of Manpower (MOM), before accepting a directorship.
- Appoint a trusted Singapore citizen, permanent resident or qualifying pass holder.
- Use a nominee director arranged by a corporate service provider (CSP). Our note on what a nominee director’s fee and deposit pay for explains the arrangement.
The rule is enforced. Under section 145(5), a director cannot resign if that would leave the company without a resident director. Under section 145(10), if the company carries on business without one for more than six months, a shareholder who knows this can become personally liable for debts contracted during that period. Our guide to section 145 covers the options in depth.
How do you register a Singapore company for Vietnamese founders?
Through a CSP, which files on Bizfile, ACRA’s online portal, using its Corppass login. You do not need to fly in.
- Choose the company name and apply for it on Bizfile (S$15).
- Complete the CSP’s customer due diligence: passport, proof of residential address, a description of the business and evidence of where the paid-up capital comes from. For remote clients we also hold a video call.
- Confirm with your Vietnamese adviser which Vietnamese filings, if any, are needed before capital leaves Vietnam (see below).
- Settle the share structure, registered office and officers, including the resident director and a company secretary (required within six months).
- The CSP files the registration and pays the S$300 fee. Most registrations are approved soon after payment; ACRA says complex applications may take up to 15 working days.
- Open the bank account, then remit the share capital through the channel your Vietnamese adviser has confirmed.
With complete documents, we incorporate within 1 business day, subject to compliance checks.
Which structure suits a Vietnamese founder?
Most Vietnamese founders choose one of two models: a Singapore trading company that serves customers directly, or a Singapore holding company (holdco) that owns a Vietnam operating company. The choice affects tax, investor appeal and which Vietnamese approvals apply.
| Point | Singapore trading company | Singapore holdco over a Vietnam operating company |
|---|---|---|
| Typical use | Regional sales, software or services run from Singapore | Raising investment and owning the Vietnam business |
| Start-up tax exemption | May qualify (75% of the first S$100,000 and 50% of the next S$100,000 of chargeable income exempt for the first three Years of Assessment) | Companies whose principal activity is investment holding are excluded |
| Tax residence | Resident if control and management is exercised in Singapore | IRAS says foreign-owned investment holding companies with purely passive income are generally not resident unless conditions are met |
| Treaty benefit on Vietnam dividends | Not usually relevant | Needs a Singapore certificate of residence and real substance |
| Vietnamese side | Outward investment rules if capital comes from Vietnam | Outward investment rules for the founder’s capital, plus Vietnam’s foreign investment rules for the holdco’s investment into Vietnam |
This is a two-way structure: money leaves Vietnam to capitalise the holdco, then returns as foreign investment. Ask your Vietnamese adviser to map both legs. Our article on Singapore holding company structures sets out the Singapore side.
Does Vietnam require an outward investment registration certificate?
It may. Vietnam regulates capital its investors send abroad, and the rules changed in 2026. Which procedure applies depends on the size of the investment and the sector, so confirm your position with a Vietnamese adviser before transferring any money.
What official Vietnamese publications report:
- The Law on Investment 2025 (Law No. 143/2025/QH15) replaces the 2020 Law and applies from 1 March 2026.
- Decree 103/2026/ND-CP on outward investment took effect on 3 April 2026, replacing Chapter VI of Decree 31/2021/ND-CP. The Ministry of Finance issues the outward investment registration certificate for projects of VND 7 billion or more, or in conditional sectors.
- Conditions include an investment decision and written confirmation from the tax authority that the investor has met its tax obligations, dated no more than three months before filing.
- Article 18 of the Decree says projects below VND 7 billion that are not in a conditional sector do not need the certificate. The investor instead registers the foreign exchange transaction under Vietnam’s foreign exchange rules.
- The Ministry of Finance decides within 15 working days of a valid file and consults the State Bank of Vietnam (SBV) for projects of VND 25 billion or more.
- SBV Circular 34/2026/TT-NHNN, in force from 31 July 2026, governs the investment capital account, foreign exchange registration and remittance of capital and profits.
| Founder’s situation | Vietnamese rules that may apply | Questions for your Vietnamese adviser |
|---|---|---|
| Investment of VND 7 billion or more, or a conditional sector | Outward investment registration certificate from the Ministry of Finance, then SBV foreign exchange procedures | Documents, timing, and which bank will hold the investment capital account |
| Smaller investment, not a conditional sector | Foreign exchange transaction registration instead of the certificate | How to register, and whether later capital increases change the position |
| Founder already lives abroad and uses funds held outside Vietnam | Possibly none, depending on residence and the source of funds | Whether any registration is still needed, especially if the Singapore company will invest back into Vietnam |
We do not advise on Vietnamese law. Treat the table as questions for your adviser, and keep the resulting certificate or registration for your Singapore bank.
What does the Singapore-Vietnam DTA change?
The double tax agreement (DTA) caps the tax each country may charge on dividends, interest and royalties paid to a resident of the other. It was concluded on 2 March 1994, amended by a Second Protocol in force from 11 January 2013, and modified by the Multilateral Instrument (MLI) from 1 September 2023.
| Payment | Treaty cap in the source country | Practical note |
|---|---|---|
| Dividends | 5% if the beneficial owner contributed more than 50% of the payer’s capital or more than US$10 million; 7% for 25% to 50%; 12.5% otherwise | Singapore does not withhold tax on dividends, so the caps matter mainly for dividends from a Vietnam company to a Singapore holdco |
| Interest | 10% | If Vietnam agrees a rate below 10% in another treaty, the lower rate applies |
| Royalties | 5% for patents, designs, secret processes, equipment and know-how; 10% otherwise | The Second Protocol cut the general rate from 15% to 10% |
- Residence. IRAS treats a company as Singapore tax resident when its control and management, meaning strategic decision-making, is exercised in Singapore. If both countries treat a company as resident, Article 4(3) gives residence to the country where its place of effective management is situated.
- Anti-abuse. Since the MLI took effect, Article 28A denies a treaty benefit where obtaining it was one of the principal purposes of an arrangement, unless granting it is in line with the treaty’s object and purpose.
The full text, including both protocols, is on the IRAS website.
What will a Singapore bank ask a Vietnamese founder?
Expect questions on where the money comes from, who ultimately owns the company and what it will do. There is no fixed timeline; consistent documents shorten it.
| Document | Why the bank wants it |
|---|---|
| Passports and proof of address for directors, shareholders and signatories | Identity checks |
| ACRA business profile and constitution | Confirms the company and its officers |
| Ownership chart, including any Vietnamese parent company | Identifies the ultimate beneficial owners |
| Vietnamese outward investment certificate or foreign exchange registration, if applicable | Shows the capital left Vietnam lawfully |
| Bank statements, Vietnamese business registration and accounts | Source of funds and source of wealth |
| Business plan, contracts or invoices | Shows the expected flows are real |
Vietnamese-language documents usually need an English translation. Our article on why corporate bank account applications stall explains the review in more detail.
Can a Vietnamese founder relocate on an Employment Pass?
Yes, if the founder meets MOM’s criteria. The Singapore company can sponsor the founder for an Employment Pass (EP), and an EP holder living here may be able to act as the resident director, subject to checking with MOM.
MOM assesses EP applications in two stages. Stage 1 is the qualifying salary: currently S$5,600 a month, rising with age to S$10,700 at 45 and above. For new applications from 1 January 2027, the minimum rises to S$6,000, up to S$11,500. Stage 2 is the COMPASS points framework, unless exempt. Details are on MOM’s EP eligibility page.
The company must show it can fund that salary. Our work pass comparison for founders sets out the alternatives. Work pass applications are handled by our associated MOM-licensed agency, Little Big Employment Agency.
What are the common mistakes, and what does it cost?
Most problems come from doing things in the wrong order.
- Remitting capital from Vietnam before confirming whether a certificate or foreign exchange registration is needed.
- Expecting a nominee director to run the business.
- Holding every board meeting in Vietnam yet expecting Singapore tax residence.
- Assuming a pure holdco will get the start-up tax exemption.
Set-up fees:
| Item | Fee |
|---|---|
| ACRA name application | S$15 |
| ACRA company registration | S$300 |
| RCS Incorporation of Company Package | S$450 one time |
| RCS Annual Corporate Package (named secretary, registers, filing reminders) | S$600 a year |
| RCS Registered Office Package | S$200 a year |
| Compliance check (where required) | S$400 for a non-resident individual; S$250 for a non-resident entity |
| Nominee director (if needed) | From S$2,000 a year, plus a S$3,000 refundable deposit |
RCS prices are from our packages page; ACRA fees are on ACRA’s fees page. To estimate first-year costs and tax, try our free tools. Chinese founders face a similar question; see our guide to a Singapore company for Chinese founders.
Frequently asked questions
Can a Vietnamese national be the sole director of a Singapore company?
Only if that person is ordinarily resident in Singapore. Otherwise the company needs a second, resident director.
Do I need to visit Singapore to incorporate?
No. A CSP can file on Bizfile for you after identity and source-of-funds checks and a video call.
Does every Vietnamese founder need an outward investment registration certificate?
No. Under Decree 103/2026/ND-CP, projects below VND 7 billion outside conditional sectors register the foreign exchange transaction instead. Your Vietnamese adviser should confirm which route applies to you.
Does Singapore tax dividends paid to a shareholder in Vietnam?
Singapore does not withhold tax on dividends, and the treaty confirms this. How Vietnam taxes them is a question for a Vietnamese tax adviser.
Who handles the Vietnamese filings?
The investor, usually with a Vietnamese adviser and the remitting bank. Your Singapore CSP may ask to see the results.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 19 October 2026. The Editorial Team, Raffles Corporate Services.