Vietnam
Decree 320/2025 — 10% CIT for 15 years on qualifying tech; 0% VAT on software exports.
Vietnam is the quietly ascendant Southeast-Asian playbook. Decree 320/2025/ND-CP — effective December 15, 2025 — gives qualifying tech and software companies a 10% corporate tax rate for 15 years, plus a 4-year exemption and 9-year 50% reduction. Software exports VAT 0%. The catch: incorporation requires both an Investment Registration Certificate and an Enterprise Registration Certificate, and the timeline is 6–10 weeks of paperwork.
Entity
The standard Vietnamese vehicle for a foreign-owned tech business is a Limited Liability Company (LLC) or Joint Stock Company (JSC) registered through the Department of Planning and Investment (DPI).
Two-step process — the binding constraint on timeline:
- Investment Registration Certificate (IRC) — issued by the DPI of the relevant province (HCMC or Hanoi typically). 4–6 weeks. Documents the foreign investor, the investment amount, and the business activity.
- Enterprise Registration Certificate (ERC) — issued by the Department of Business Registration. 1–2 weeks after IRC. The actual incorporation document.
Total elapsed time: ~6–10 weeks end-to-end. Setup fees range $1,500–4,000 for an attorney-led process. Minimum capital depends on activity — for tech/software, no statutory minimum but DPI expects "reasonable capitalization" relative to planned activity (typically $50K+ committed).
For a US-bound founder, the standard architecture: Delaware Inc parent → Vietnamese LLC subsidiary. 100% foreign ownership permitted in tech/software. The flip is uncommon — most Vietnamese unicorns (VNG, Tiki, Sky Mavis) chose Cayman or Singapore as the holding-company jurisdiction rather than Delaware, partly for treaty benefits and partly for tax-residency optionality.
Tax and FX — Decree 320/2025
Decree 320/2025/ND-CP, effective December 15, 2025, restructured Vietnam's CIT incentives for tech and high-priority sectors.
Headline:
- 10% CIT for 15 years for qualifying high-tech and software-development entities.
- 4-year tax exemption + 9-year 50% reduction layered on top of the 15-year preferential rate.
- Software exports — 0% VAT. Domestic software sales — 5% VAT (reduced from 10% standard).
- Standard CIT rate (non-qualifying): 20%.
Effective tax rate for a qualifying tech company in years 1–4: 0%. Years 5–13: 5% (50% of 10%). Years 14–15: 10%. Years 16+: 20% (back to standard CIT).
Eligibility: requires "high-tech enterprise" or "science and technology enterprise" certification from the Ministry of Science and Technology. Documentation lift is real (R&D spend ratios, employee qualifications, IP filings) — budget 6–9 months for application and 1–2 attorney/consultant visits.
FX: Vietnam Dong (VND) is not freely convertible. Outbound wires for dividend repatriation, license fees, and intercompany services require State Bank of Vietnam (SBV) documentation through the remitting bank. Realistic outbound wire timing: 2–6 weeks. Mitigant: accumulate USD in a US-side operating account, only repatriate VND-denominated profits annually.
Hiring engineers
Ho Chi Minh City and Hanoi 2025 market for software engineers:
- Junior (1–3 yr): $800–1,500/month
- Mid (3–6 yr): $1,500–2,500/month
- Senior (6+ yr): $2,500–5,000/month
Vietnam has one of the deepest engineering talent pools in SEA — strong English proficiency, strong work ethic, low salary inflation relative to India or Philippines. The 2024–25 wave of US/EU companies opening Vietnam dev centers (Nvidia, Apple supplier ecosystem, Samsung expansion) has compressed senior salary bands somewhat.
Statutory:
- Social insurance — 17.5% employer + 8% employee on capped salary (~VND 36M/month)
- Health insurance — 3% employer + 1.5% employee
- Unemployment insurance — 1% + 1%
- Severance — 0.5 month/year for service before 2009; thereafter unemployment insurance covers it
Realistic fully-loaded cost: gross salary × 1.22–1.28.
Banking
Vietcombank, BIDV, VietinBank, Techcombank, HSBC Vietnam, Standard Chartered Vietnam — the corporate banking landscape. Techcombank is the most foreign-investor-friendly for tech companies. HSBC and Standard Chartered are the top picks for founders with prior international banking relationships.
Realistic timeline for a Vietnamese corporate account: 4–8 weeks. Stronger paperwork burden than UAE; comparable to Egypt.
US-side banking pairs with Mercury or Brex. Vietnam is not on Mercury's banned list — inbound USD wires from Mercury/Brex to Vietcombank or Techcombank work cleanly.
Pitfalls
Stories
Wins. VNG — Vietnam's first unicorn, NASDAQ listing in 2025 via Cayman holdco, the playbook for Vietnamese tech companies seeking US capital markets access. Tiki (e-commerce, Series E 2021), MoMo (mobile payments, $2B+ valuation), VNPAY, VNLIFE, Sky Mavis (Axie Infinity, blockchain gaming, peak $3B valuation 2021).
The pattern: most Vietnamese unicorns use Cayman or Singapore holding companies rather than Delaware. The flip is uncommon. The reason: Singapore-Vietnam DTA gives 0% withholding on dividends, and Cayman tax neutrality matters for global investor consortiums (Tiger, Coatue, regional Asian capital).
For a US-bound Vietnamese founder targeting US enterprise customers and US VC capital, Delaware Inc parent is still the right call — the Singapore/Cayman structures optimize for Asian-investor cap tables, not for selling to American Fortune 500.
The recommended Vietnam-to-Delaware stack
For deeper context: Chapter 1 (incorporation), Chapter 3 (transfer pricing), Chapter 5 (fundraising — when Singapore vs Delaware matters).
Notes & sources