By Jérémie Chiari · Last updated: March 2026
You are moving to Vietnam and need a legal structure to invoice your clients. You have three options, each with its own advantages and limits. The right choice depends on your business, your clients and your long-term plans.
Here is our complete, jargon-free analysis.
The 3 structures for doing business in Vietnam
1. The US LLC (Wyoming / New Mexico)
This is the favorite structure of French digital nomads, freelancers and consultants in Vietnam. You set up an American company (usually in Wyoming, for its low fees and anonymity) that invoices your international clients. There is no corporate tax in the US if you have no business activity on US soil (pass-through taxation).
Advantages
- Set up in 3-5 days, 100% online
- No US tax if no US activity
- Relay/Mercury bank account to receive USD/EUR
- International credibility
- Simple bookkeeping (one annual return)
Drawbacks
- Does not let you work legally IN Vietnam
- Maintenance fees of ~EUR 300-500/year
- No Vietnamese clients (invoicing abroad)
Setup cost: EUR 200-500 (registered agent + state fees). Annual maintenance: EUR 300-500.
2. The Vietnamese LLC (TNHH)
If you want to operate directly in Vietnam (restaurant, shop, agency, school), a Vietnamese LLC is mandatory. Foreigners can hold 100% of the capital in most sectors, but the process is heavier and the bookkeeping more demanding.
Advantages
- Right to work and hire locally
- Invoicing in VND to local clients
- Work visa (LD) and residence permit
- 20% CIT rate (15-17% for SMEs)
Drawbacks
- Slow setup (4-8 weeks)
- Mandatory, complex bookkeeping
- High setup costs (EUR 2,000-5,000)
- Sectors restricted for foreigners
Setup cost: EUR 2,000-5,000 (lawyer + administrative fees + translations). Annual maintenance: EUR 1,500-3,000 (accountant + taxes).
3. Freelancing (no structure)
Technically, you can work without a structure, using your personal account and declaring your income as self-employed. It is the simplest option in the short term, but the least tax-efficient and the riskiest legally.
Advantages
- Zero setup costs
- Completely simple
- Ideal for testing a business
Drawbacks
- No personal legal protection
- Taxed at the personal rate (5-35%)
- No credibility with large clients
- Banking problems when receiving transfers
Cost: free. But watch out for the hidden cost: unoptimized taxes can cost you thousands of euros a year.
Structures compared
| Criterion | US LLC (Wyoming) | Vietnam LLC (TNHH) | Freelance |
|---|---|---|---|
| Setup time | 3-5 days | 4-8 weeks | Immediate |
| Setup cost | EUR 200-500 | EUR 2,000-5,000 | EUR 0 |
| Annual cost | EUR 300-500 | EUR 1,500-3,000 | EUR 0 |
| Tax on profits | 0% (US) + Vietnam income tax | 20% CIT + income tax | 5-35% income tax |
| International clients | Ideal | Possible | Complicated |
| Vietnamese clients | No | Yes | Limited |
| Hiring locally | No | Yes | No |
| Work visa | Business visa (DN) | Work visa (LD) | Tourist e-visa |
| Legal protection | Yes (LLC) | Yes (TNHH) | No |
| Best for | Freelancers, consultants, SaaS | Local retail, restaurants, agencies | Testing a business |
Setting up a US LLC: step by step
- 1Choose the state: Wyoming (no state income tax, anonymity, low fees) or New Mexico (even cheaper, no annual report)
- 2Hire a registered agent: mandatory. Price: USD 50-150/year. Popular services: Northwest, Incfile, ZenBusiness
- 3File the Articles of Organization: an online form with the Secretary of State. Fees: USD 100-150
- 4Get an EIN: Employer Identification Number (the equivalent of the French SIRET number). Free, via IRS form SS-4. Required to open a bank account
- 5Open a US bank account: Relay and Mercury accept non-residents. Multi-currency account, Visa card included
- 6Set up Wise or Payoneer: to receive payments in EUR/GBP and transfer them to your Vietnamese account at lower cost
Taxes for entrepreneurs in Vietnam
Taxes are what it all comes down to. Here is what to remember for each structure:
With a US LLC
A US LLC is a “pass-through” entity: profits are not taxed at the company level. You declare the income personally. If you are a tax resident in Vietnam (183 days/year), you pay Vietnamese personal income tax (5-35%, with generous deductions). The France-Vietnam tax treaty prevents double taxation.
With a Vietnamese LLC
Two layers of tax: 20% corporate income tax (CIT), then personal income tax when you pay yourself a salary or dividends. On the other hand, all business expenses are deductible, which can significantly reduce the taxable base.
Sources
- IRS - Foreign-Owned U.S. Single Member LLC: taxation of single-member LLCs owned by foreigners
- Wyoming Secretary of State: procedures for starting a business in Wyoming
- France-Vietnam tax treaty (in French): prevention of double taxation