Setting up an Australian company from Vietnam

A Vietnamese joint stock company (JSC) or limited liability company (LLC) that wants a legal presence in Australia normally sets up an Australian proprietary company. The Australian company must have at least one director who ordinarily lives in Australia (Corporations Act s201A; background in our resident director guide).

Vietnam's position has three unusual features. Its CPTPP membership puts Vietnamese companies in Australia's higher FIRB band. Its tax treaty has been amended twice by exchanges of notes and letters. And the Apostille Convention took effect for Vietnam on 11 September 2026.

Before anything moves: the Vietnamese side

The step most likely to set the timetable happens in Vietnam, not Australia. Vietnam has its own rules on outward investment, and a Vietnamese company may need an outward investment approval or registration before it can send capital offshore and open a foreign-currency transfer for that purpose. We don't advise on Vietnamese law. Confirm with Vietnamese counsel what applies to your company, how long it takes, and which documents about the Australian company the Vietnamese authority will want to see.

That last point matters for sequencing. You may need an Australian company name, a proposed share structure and director details before the Vietnamese paperwork is lodged, while the Australian bank may want evidence that funds can lawfully arrive. Our funding an Australian subsidiary guide explains share capital against intra-group loans from the Australian side.

Which Vietnamese entity should own the shares

• The JSC or LLC itself. The usual choice. The Vietnamese treaty and the CPTPP thresholds then apply directly.
• An offshore holding company. Some Vietnamese founders already hold their group through Singapore. In that case, Vietnam's treaty and Vietnam's FIRB position may not apply at all, because the shareholder is the Singapore entity.
• A founder personally. Possible, but it brings the founder's own outward investment and tax position into play in Vietnam. Get advice first.

Tax treaty: one agreement, two amendments

Treasury's income tax treaties table shows three instruments with Vietnam, all in force:

Treasury also lists the treaty as modified by the OECD Multilateral Instrument, with the MLI effective for it from 1 September 2023, and a synthesised text is available. When your adviser reads the treaty, they need the base agreement, both amendments and the MLI together. A copy of the 1992 text alone is incomplete.

Withholding on dividends, interest and royalties, and the treatment of service fees charged by the Vietnamese parent, depend on those combined texts and your facts. Related-party charges also bring in Australian transfer pricing, covered in our transfer pricing guide. For ongoing Australian tax registrations and lodgements, see company tax obligations for foreign-owned companies. We don't give tax advice.

CPTPP and the FIRB thresholds

According to DFAT, the CPTPP entered into force for Vietnam on 14 January 2019. RCEP has applied to Vietnam since 1 January 2022, and both countries are also in AANZFTA.

For foreign investment screening, the CPTPP is the agreement that counts. The 2026 monetary thresholds table names Vietnam among the CPTPP countries treated as "certain FTA partners". For a private acquirer formed in Vietnam:

Two limits on that higher band:

1. The immediate acquirer must be formed in Vietnam. The table's footnote says an investor acquiring through a subsidiary incorporated elsewhere gets that jurisdiction's thresholds.
2. State ownership changes the answer. Foreign government investors are at $0 for direct interests. Many large Vietnamese enterprises have state shareholders. FIRB's key concepts guidance says a corporation is a foreign government investor if, among other tests, a foreign government or government entity holds a substantial interest of at least 20 per cent, including with associates. Whether your company meets that test depends on the full ownership chain, so ask a FIRB adviser before you agree terms on any acquisition. Our FIRB basics guide explains the triggers.

Apostilles: new from September 2026

The HCCH status table records Viet Nam's accession on 31 December 2025, with the Convention entering into force for Viet Nam on 11 September 2026. Because Vietnam joined by accession, other parties could object. Germany, Austria and Czechia did, according to the HCCH notifications page. Australia is not on that list, so the Convention applies between Australia and Vietnam.

Practice usually lags behind treaty dates. Some Australian receiving bodies, and some Vietnamese offices, may still be adjusting. Before you order an apostille or a legalisation, ask the person receiving the document which one they will accept.

For a paper Director ID application, ABRS lets directors outside Australia have copies certified by a notary public or by staff at an Australian embassy or consulate. Vietnamese-language documents need an English translation from an appropriate embassy or a NAATI-accredited translator, certified by that service.

Names and records

Vietnamese names are usually written family name first, and the passport spelling may differ from how the director writes their name day to day. Australian forms often ask for given names and family name in separate fields. Settle the split once, for example family name NGUYEN and given names VAN AN, and use it everywhere: Director ID, consent to act, ASIC register, bank KYC and the share register. A director recorded as "An Nguyen" on one form and "Nguyen Van An" on another invites identity queries.

Signing between ICT and Sydney

Vietnam uses Indochina Time, UTC+7, with no daylight saving. Sydney is UTC+10 until the first Sunday in October and UTC+11 until the first Sunday in April (NSW Government: 4 October 2026 and 4 April 2027).

An 8am resolution email from Melbourne in summer arrives at 4am in Hanoi, so circulate the evening before. Our guide to signing documents from overseas covers electronic signatures and circulating resolutions.

Pitfalls we see in Vietnam-linked setups

• Fixing an Australian launch date before the Vietnamese outward investment step is clear.
• Sending capital to a personal account or a nominee before the company's own account is open.
• Assuming the CPTPP band applies when a Singapore holding company is the buyer.
• Relying on the 1992 treaty text without the 1996 and 2002 amendments.
• Inconsistent romanisation of directors' names across records.

Where a resident director fits

A Vietnamese group with no staff in Australia still needs an Australian-resident director before registration. Our resident director packages are on the pricing page, and the full sequence is in the subsidiary setup guide. Each director also needs a Director ID before appointment (guide).

General information only, current at 28 October 2026. Not legal, tax or financial advice in Australia or Vietnam.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.