Quick answer: Vietnamese companies typically register a Wholly Owned Subsidiary (Private Limited Company) in India in 3-5 weeks, with professional (CA/CS) fees ranging from INR 30,000 to 80,000. Because Vietnam hasn't yet implemented the Hague Apostille Convention (expected September 2026), Vietnamese documents require embassy attestation, adding 5-10 business days to the timeline. Under the India-Vietnam DTAA, dividends, interest, royalties, and technical service fees are all withheld at just 10%, versus India's 20% domestic rate.
Key takeaways:
- Registration timeline: 3-5 weeks, including embassy attestation of Vietnamese documents.
- Professional (CA/CS) fees typically range from INR 30,000 to 80,000.
- Vietnam's apostille accession won't take effect until September 2026; attestation adds 5-10 days.
- DTAA withholding: 10% on dividends, interest, royalties, and technical fees.
- At least one director must be an Indian resident with 182+ days of stay.
Company Registration for Vietnamese Companies in India
India and Vietnam share a Comprehensive Strategic Partnership established in 2016, and their economic ties have been deepening rapidly. Bilateral trade between the two countries reached approximately USD 15.76 billion in the April 2024 - March 2025 period, and both governments have set an ambitious target of USD 20 billion in bilateral trade by 2027. Vietnamese companies — including Viettel Group, VinGroup, FPT Corporation, TH Group, and Vietnam Airlines — are increasingly looking at India as a strategic market for technology services, dairy, telecommunications, and manufacturing.
Vietnam's own economic success as one of the fastest-growing ASEAN economies has given its companies the financial strength and confidence to expand internationally, and India's market of 1.4 billion consumers represents a major opportunity. In the first nine months of 2025, Vietnam attracted approximately USD 28.54 billion in FDI, highlighting the country's growing role as a global investment hub — and many Vietnamese companies are now using that momentum to invest outward into India.
To establish operations in India, a Vietnamese company must register a legal entity with India's Ministry of Corporate Affairs (MCA). The most common structure is a Wholly Owned Subsidiary (WOS) registered as a Private Limited Company, giving the Vietnamese parent full operational control while limiting liability to the Indian entity's assets.
Other options include a Branch Office for companies wishing to carry out business without a separate legal entity, a Liaison Office for market research and promotional activities, or a Joint Venture with an Indian partner. Vietnamese IT and technology companies often prefer a WOS structure for maximum control over intellectual property and operations.
How Vietnam's DTAA Affects Company Registration
The India-Vietnam Double Taxation Avoidance Agreement (DTAA), in effect since 1994, reduces the tax burden on cross-border transactions between the two countries. Understanding this treaty is essential before deciding on how to structure and capitalize your Indian entity.
Under the India-Vietnam DTAA, the withholding tax rates on passive income are capped as follows:
- Dividends: 10% withholding on the gross amount (Article 10)
- Interest: 10% withholding on the gross amount (Article 11)
- Royalties and Fees for Technical Services (FTS): 10% withholding (Article 12)
- Permanent Establishment (PE): A subsidiary does not create a PE for the Vietnamese parent, but a branch office or dependent agent may trigger PE status — careful structuring is essential
These treaty-reduced rates are significantly lower than India's domestic withholding tax rates of 20% on royalties and FTS. When your Indian subsidiary remits dividends to Vietnam or pays royalties for technology or brand licensing from the Vietnamese parent, the reduced treaty rates apply provided your company obtains a valid Tax Residency Certificate (TRC) from Vietnam's General Department of Taxation.
The ASEAN-India Trade in Goods Agreement (AITIGA) and India-Vietnam bilateral trade agreements complement the DTAA by providing preferential tariff rates. For detailed treaty analysis, see our guide on India-Vietnam DTAA.
Document Requirements from Vietnam
Vietnam is not currently a member of the Hague Apostille Convention — Vietnam acceded to the convention on 31 December 2025, with entry into force scheduled for 11 September 2026. Until that date, Vietnamese documents intended for use in India must undergo the embassy attestation (consular legalization) process. Documents are first notarized in Vietnam, then authenticated by the Vietnamese Ministry of Foreign Affairs (Consular Department), and finally attested by the Indian Embassy in Hanoi or the Indian Consulate in Ho Chi Minh City. For a detailed comparison of these methods, see our guide on Apostille vs. Embassy Attestation.
The following documents are required from the Vietnamese parent company and its proposed directors:
From the Vietnamese Parent Company
- Giay Chung Nhan Dang Ky Doanh Nghiep (Enterprise Registration Certificate) or equivalent Certificate of Incorporation — notarized and embassy-attested
- Board Resolution or Decision of the Members' Council authorizing investment in India — notarized and embassy-attested
- Dieu Le Cong Ty (Company Charter / Articles of Association) — notarized and embassy-attested
- Latest audited financial statements (last 2-3 years)
- Power of Attorney (Giay Uy Quyen) authorizing an Indian representative — notarized and embassy-attested
From Proposed Directors
- Valid passport copies (notarized and embassy-attested) — these serve as primary identity proof for foreign directors
- Address proof (utility bill or bank statement, not older than 2 months) — notarized and embassy-attested
- Passport-size photographs
- PAN application or existing PAN card (for Indian directors)
- Proof of Indian residency for the Resident Director
Indian-Side Documents
- Registered office address proof (rental agreement or ownership deed)
- NOC from the property owner
- Utility bill for the registered office (not older than 2 months)
Step-by-Step Company Registration Process
Here is the step-by-step process to register a Vietnamese company's subsidiary in India through the MCA portal:
Step 1: Obtain Digital Signature Certificate (DSC)
Every proposed director needs a Digital Signature Certificate (DSC) — a Class 3 DSC is required for electronically signing MCA forms. Vietnamese directors can obtain a DSC by submitting their embassy-attested passport and address proof to an Indian Certifying Authority. This process typically takes 1-2 business days.
Step 2: Apply for Director Identification Number (DIN)
Each director must obtain a Director Identification Number (DIN), a unique lifetime identification number issued by MCA. Vietnamese nationals must submit embassy-attested identity and address proof for the DIN application.
Step 3: Reserve Company Name via SPICe+ Part A
Use the SPICe+ Part A service on the MCA portal to check name availability and reserve your company name for the new incorporation (the RUN service applies only to renaming an existing company). Up to two name proposals can be submitted, and approval typically takes 2-3 business days. The name must comply with the Companies Act, 2013 naming guidelines.
Step 4: File SPICe+ Form
The SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form is a single integrated application that covers incorporation, PAN, TAN, EPFO, ESIC, Professional Tax registration, and bank account opening.
Step 5: Draft and Upload MOA and AOA
Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), which define your company's objects, authorized share capital, and internal governance framework. Upload these alongside the SPICe+ form.
Step 6: Receive Certificate of Incorporation
Upon approval by the Registrar of Companies (RoC), you receive the Certificate of Incorporation along with PAN and TAN. The company is now legally incorporated in India.
Step 7: Post-Incorporation Compliance
After incorporation, complete these critical steps within the mandated timelines:
- Open a company bank account with an authorized dealer bank
- Receive foreign investment and file Form FC-GPR with the RBI within 30 days of share allotment
- Apply for GST registration if applicable
- Register under Shops and Establishment Act in your state
- File commencement of business declaration (INC-20A) within 180 days
Timeline and Costs for Vietnamese Companies
The typical timeline for a Vietnamese company to register a subsidiary in India is 3-5 weeks, including time for embassy attestation of documents:
| Stage | Timeline | Approximate Cost |
|---|---|---|
| Document attestation (embassy route) | 5-10 days | INR 5,000-15,000 |
| DSC for directors | 1-2 days | INR 1,500-2,500 per director |
| DIN application | 2-3 days | INR 500 per director |
| Name reservation (RUN) | 2-3 days | INR 1,000 |
| SPICe+ filing and incorporation | 5-7 days | INR 5,000-15,000 (depending on authorized capital) |
| PAN, TAN, and GST registration | 3-5 days | Included in SPICe+ |
| Bank account opening | 3-7 days | Varies by bank |
| FC-GPR filing | Within 30 days of share allotment | INR 5,000-10,000 (professional fees) |
Government fees for incorporation depend on the authorized capital. For an authorized capital of INR 1 lakh, the RoC fees are approximately INR 5,000. Professional fees for a CA/CS firm handling the entire process typically range from INR 30,000 to INR 80,000. Once Vietnam formally implements the Apostille Convention in September 2026, the document authentication process will become faster and more affordable.
Common Challenges for Vietnamese Companies
Based on our experience assisting Vietnamese companies with India market entry, here are the most common challenges and how to address them:
1. Embassy Attestation and Vietnamese-Language Documents
Vietnamese corporate documents — including the Enterprise Registration Certificate, Company Charter, and board resolutions — are typically in Vietnamese. These must be translated into English by a certified translator before notarization and embassy attestation. The embassy attestation process involves the Vietnamese Ministry of Foreign Affairs and the Indian Embassy in Hanoi, adding 5-10 business days to the timeline. Once Vietnam implements the Apostille Convention in September 2026, this process will be streamlined.
2. Resident Director Requirement
Indian law requires at least one director to have resided in India for a minimum of 182 days in the financial year. Vietnamese companies must either appoint a trusted Indian professional or ensure a Vietnamese expat already residing in India fills this role. Read more in our Resident Director guide.
3. FDI Sectoral Caps
While most sectors allow 100% FDI under the Automatic Route, certain sectors have sectoral caps or require government approval. Vietnamese companies in IT services, manufacturing, food processing, and telecommunications equipment generally qualify for 100% automatic route FDI, but verify sector-specific limits before proceeding.
4. FEMA Compliance
FEMA reporting is strict and non-negotiable. Missing the 30-day FC-GPR filing deadline or the annual Foreign Liabilities and Assets (FLA) return by July 15 can result in compounding penalties. Vietnamese companies should engage a compliance firm from day one. See our guide on FEMA Reporting via SMF/FIRMS.
5. Transfer Pricing Documentation
Transactions between the Vietnamese parent and the Indian subsidiary — including management fees, royalties, intercompany loans, and technology transfers — must be at arm's length. Maintaining comprehensive transfer pricing documentation from the first year of operations is essential to avoid penalties.
Why Choose Beacon Filing
Beacon Filing has extensive experience helping Vietnamese companies establish and operate in India. Our team understands both the regulatory framework and the specific challenges faced by Vietnamese businesses navigating India's compliance landscape. We provide:
- End-to-end company registration from DSC to bank account opening
- Dedicated support for embassy attestation and Vietnamese-to-English document translation coordination
- FEMA compliance, FC-GPR filing, and annual RBI reporting
- Ongoing annual compliance management — ROC filings, tax returns, and GST
- ASEAN-India FTA advisory for tariff optimization on bilateral trade
Whether you are a Vietnamese Cong Ty TNHH (limited liability company) or Cong Ty Co Phan (joint stock company) setting up a wholly owned subsidiary in India, Beacon Filing ensures a smooth, compliant market entry from initial planning through to operational readiness. For more context, see our guide on registering a company in India from Vietnam.