Can a Vietnamese citizen open a Singapore company without relocating?

A local resident director is required, and a Vietnamese citizen can own 100 percent of a Singapore Pte Ltd. For those not relocating, a nominee director service meets the local director requirement (1,500 to 3,000 SGD yearly plus a 2,000 to 5,000 SGD security deposit).


Vietnamese founders have swiftly established one of the most active ASEAN segments creating Singapore private limited companies.

This growth stems from expanding Vietnamese technology and manufacturing sectors, the international banking access needs that Vietnamese FX regulations constrain, and Singapore’s position as the natural regional holding jurisdiction for Southeast Asian entrepreneurs.

Fully open to Vietnamese citizens, a Singapore Pte Ltd requires careful planning to navigate Singapore’s mandatory local resident director rule and Vietnam’s specific outbound-investment regulatory requirements.

Vietnamese entrepreneurs establishing a Singapore Pte Ltd in 2026 will find detailed guidance here.

Covered topics include ACRA incorporation procedures, the role of nominee directors, benefits of the Vietnam-Singapore tax treaty, requirements under State Bank of Vietnam outbound investment rules, routes through EntrePass and Employment Pass, banking facilitation and the full cost profile in SGD and USD from launch through the second year.

Why Singapore for Vietnamese Founders

Singapore offers Vietnamese founders a specific set of advantages. First, it is the regional hub for capital, with nearly all significant Southeast Asian venture capital flowing through Singapore holding structures.

Vietnamese unicorns and emerging technology companies (VNG, Tiki, MoMo, Sky Mavis, Kyber Network) have commonly incorporated Singapore holding entities before raising significant international capital. Second, Singapore banking accesses USD, SGD, EUR and multi-currency flows that Vietnamese local banking (under the State Bank of Vietnam’s foreign exchange regime) cannot match operationally.

Third, the Vietnam-Singapore tax treaty with reduced withholding rates and mutual recognition for investors. Fourth, geographic proximity (a 2-hour flight from Ho Chi Minh City to Singapore) and a growing Vietnamese professional community in Singapore.

Vietnam’s membership in multiple trade agreements (CPTPP, RCEP, EVFTA, UKVFTA) has widened market access for Vietnamese companies, though financial plumbing for many sectors - B2B services, SaaS platforms and internationally co-owned capital-intensive businesses - still runs through Singapore.

Singapore is a mature regulatory jurisdiction with substance requirements, a local director mandate and an 8 to 17 percent effective corporate tax. It is not a lower-compliance alternative to Vietnam. Vietnamese founders should plan for the 3,000 to 8,000 SGD per year ongoing compliance cost and the nominee director requirement if not relocating.

Review the ACRA Singapore private limited company guide for current requirements.

For a comprehensive comparison of Singapore against UAE and Estonia, the remote business jurisdiction comparison walks through founder-profile-specific trade-offs. For the step-by-step formation mechanics, the Singapore company formation guide covers the details.

Pte Ltd Structure Basics

Singapore’s private company limited by shares (Pte Ltd) is the standard structure. Key requirements:

  • There must be at least 1 shareholder, and a Vietnamese citizen can hold 100 percent ownership alone.
  • At least 1 local resident director (Singapore citizen, PR, EntrePass, or Employment Pass holder)
  • Company secretary appointed within 6 months of incorporation
  • Registered office address in Singapore
  • Paid-up capital minimum 1 SGD
  • Constitution (standard model or customized)

The local resident director represents the main structural hurdle. Choices:

  1. Nominee director through a corporate service provider costs 1,500 to 3,000 SGD per year plus a security deposit of 2,000 to 5,000 SGD.
  2. Self-apply for EntrePass or Employment Pass to take on the role of own local director, though Vietnamese founders must relocate.
  3. Co-founder who is Singapore PR or citizen
  4. Trusted Singapore-resident family or long-term employee

During the evaluation period for their own EP or EntrePass, most first-year Vietnamese founders opt for a nominee director.

ACRA Incorporation Step by Step

  1. Submit name application via BizFile+ (15 SGD, typically approved within hours).
  2. Prepare incorporation documents. include founder details, SSIC activity codes, paid-up capital and registered office information.
  3. Work with corporate service providers when employing nominee directors and secretaries, as bundled packages are standard in this realm.
  4. File incorporation comes with a 300 SGD ACRA fee.
  5. Receive Certificate of Incorporation within 1 to 3 business days.
  6. Open corporate bank account (the main post-incorporation hurdle).
  7. Register for GST when turnover exceeds 1 million SGD or if registration is voluntary.

Formation paperwork takes 3 to 7 business days to complete end-to-end, while banking approval frequently requires even longer time.

Vietnam-Singapore Tax Treaty

Vietnam and Singapore maintain an active double taxation agreement.

  • Dividend rates break down as follows: 5 percent for holdings of 50%+ ownership or investments over USD 10 million, 7 percent for 25-50% ownership and 12.5 percent for
  • Interest: 10 percent
  • Royalties vary by category from 5 to 10 percent.

Individuals resident in Vietnam by virtue of spending 183 days or more in the country or maintaining a permanent home there are taxed on worldwide income according to Vietnamese law. The GDT manages Vietnam’s progressive individual tax system, which reaches rates of up to 35 percent. Singapore taxes paid on the same income are creditable against Vietnam’s individual tax liability.

Vietnam introduced CFC-like rules under the 2019 Tax Administration Law and subsequent guidance that can attribute foreign subsidiary profits to Vietnamese controlling owners in specific cases. In practice, active Singapore operating companies meeting substance requirements rarely trigger attribution, but passive-income-heavy Singapore structures can face scrutiny.

When a Vietnamese founder moves to Singapore for business and gains Singapore tax residency, the personal tax regime shifts entirely onto Singapore’s territorial-source system and withdraws from Vietnamese worldwide taxation. Singapore does not tax foreign-source income for individuals in most scenarios unless the income is remitted and specifically sourced.

State Bank of Vietnam Outbound Investment

Regulation of outbound foreign investment in Vietnam comes from the State Bank of Vietnam under the 2020 Law on Investment and Decree 31/2021/ND-CP, which superseded Decree 83⁄2015. Vietnamese individuals investing abroad using company capital must meet requirements including:

  • Outbound investment registration with the Ministry of Planning and Investment for investments exceeding certain thresholds
  • SBV approval and registration for capital outflow
  • Documentation covering the purpose, destination and nature of the investment must be provided.
  • Investment progress gets reported periodically and profits get repatriated.

For Vietnamese founders funding a Singapore Pte Ltd with modest initial capital (10,000 to 100,000 USD), the administrative burden is significant but navigable through authorized dealer banks. For larger capital deployment, formal MPI and SBV registration is required.

Bootstrap Vietnamese founders frequently pursue this practical approach:

  1. Use personal funds earned offshore (consulting, prior foreign salary)
  2. Graduate the Singapore entity to full capitalization through revenue from the first customer.
  3. Document the outbound investment through proper SBV channels when formal capital transfer is needed
  4. Repatriate profits to Vietnam through authorized channels with treaty-based withholding

While the SBV outbound investment framework allows navigation, it demands thorough documentation from Vietnamese founders. Using informal channels like crypto, cash or parallel markets to fund Singapore entities is not advisable, as they introduce regulatory exposure that affects both the founder and repatriation routes.

Refer to the State Bank of Vietnam outbound investment guidance for the most current procedural details.

Vietnamese founders building venture-backed technology companies should treat the Singapore holding structure as a near-default design decision early in the company lifecycle. Restructuring from a Vietnam-only foundation to a Singapore-on-top structure later in the lifecycle is more expensive and disruptive than building with the Singapore holding from year one.

VNG, Tiki, MoMo, Sky Mavis, and most significant Vietnamese technology ventures followed the Singapore-holding pattern.

Banking Reality

Foreign-owned Singapore banking has become more restrictive since 2018. Vietnamese-owned firms using only nominee directors now face heightened KYC measures. Tier-one banks like DBS, OCBC and UOB require in-person account openings, demonstrable Singapore business nexus and commonly, minimum balances of 30,000 SGD or more.

Platforms like Aspire, Airwallex, Wise Business Singapore, ANEXT Bank and Green Link Digital Bank work with Vietnamese-owned Pte Ltds that have well-defined business models. Onboarding happens in 1 to 3 weeks, and many accounts can be established remotely with significant business autonomy.

Banking Option Vietnamese Founder Acceptance Onboarding Time Minimum Balance
DBS, OCBC, UOB In-person, moderate acceptance 4 to 12 weeks 30,000+ SGD
Aspire Remote, accepted 1 to 3 weeks 0 SGD
Airwallex Remote, multi-currency 1 to 3 weeks 0 SGD
Wise Business SG Remote, accepted 1 to 2 weeks 0 SGD
ANEXT Bank Remote SME digital 1 to 3 weeks Low

Visa Routes

EntrePass for innovative entrepreneurs starting businesses in Singapore. Requirements include innovative business, fundraising from accredited investors, IP, research collaboration with a Singapore institution, or track record of entrepreneurship. Approval rate varies and general services businesses are often declined.

Employment Pass for professional employees. A Vietnamese founder can employ themselves at a qualifying salary (minimum 5,600 SGD monthly for new applications, 6,200 SGD for the financial sector, higher for older and experienced professionals). New companies with no operating history often face first-application rejection on EP.

Global Investor Programme (GIP) for permanent residency with a 10 million SGD business investment or 25 million SGD GIP-approved fund investment (or a 200 million SGD single family office route).

Most Vietnamese founders start with a nominee-director Pte Ltd, establish operating history and substance, then apply for their own EP in year 2 once the business has measurable activity.

Costs in SGD and USD

Item Year 1 SGD Year 1 USD
ACRA fees 315 230
Corporate secretary 500 to 1,500 370 to 1,100
Nominee director 1,500 to 3,000 1,100 to 2,200
Nominee security deposit 2,000 to 5,000 1,470 to 3,700
Registered office 300 to 1,200 220 to 880
Bank setup 0 to 500 0 to 370
Accounting and tax 2,500 to 6,000 1,840 to 4,400
Miscellaneous 200 to 500 150 to 370

Year 1 total: 7,315 to 18,015 SGD (5,380 to 13,250 USD). Year 2 steady state: 5,500 to 15,000 SGD.

Compliance Profile

Singapore corporate tax is 17 percent headline with partial exemptions creating 8 to 12 percent effective for early-stage profits. Startup Tax Exemption applies for first 3 Years of Assessment. GST is 9 percent above 1 million SGD threshold.

Annual compliance:

  • AGM within 6 months of FYE (can be dispensed with in some cases)
  • Annual Return to ACRA within 7 months of FYE
  • Submission of Estimated Chargeable Income to IRAS within 3 months of FYE is required.
  • Submit Form C-S or C to IRAS by 30 November following the assessment year.
  • Financial statements per SFRS
  • Audit if above small-company thresholds

Operational Reality

Many Vietnamese founders run a hybrid structure with both a Singapore Pte Ltd and a Vietnamese LLC (cong ty trach nhiem huu han). The Singapore entity serves international and regional ASEAN customers, holds IP and receives investor capital. The Vietnamese entity handles local Vietnamese customers, employs Vietnamese staff and handles physical operations where applicable.

Documented intercompany service agreements connect them.

Common Mistakes Vietnamese Founders Make

Five patterns recur. First, under-planning the SBV outbound investment registration for Vietnamese-domiciled capital contributions. Second, using nominee-only structures without Singapore substance and then facing IRAS tax residency or bank KYC challenges. Third, underestimating annual compliance cost and cash-flow planning.

Fourth, applying for EntrePass or EP too early in company lifecycle before operating substance exists, facing avoidable rejection. Fifth, running a Singapore Pte Ltd while remaining Vietnamese tax resident without proper CFC documentation and facing GDT scrutiny.

When to Add Complementary Structures

Scaling past 1 to 2 million USD annual revenue prompts many Vietnamese founders to add:

  • A Delaware LLC for US customer billing and Stripe access
  • A UK Limited or Estonian OU for EU-facing operations
  • A Vietnamese joint stock company for capital structuring in Vietnam

Timeline

  • Week 1 focuses on engaging corporate service providers, applying for a name and completing incorporation.
  • Week 2 covers certificate issuance and appointment of the corporate secretary.
  • Week 2 to 8: Bank application, EP or nominee director setup
  • Week 6 to 12: Operational with banking

Regional APAC Strategy Through Singapore

Vietnamese founders using Singapore as a regional hub typically target three layers of APAC expansion:

  • Southeast Asian neighbors. Indonesia, Malaysia, Thailand and the Philippines. Singapore functions as the regional invoicing and holding hub, with services delivered directly or through local market subsidiaries.
  • Greater China. Many businesses use Singapore as the entry point for customers in Hong Kong, Taiwan and mainland China. The Singapore Pte Ltd offers English-language contracting and banking that facilitates business across these markets by streamlining enterprise-level agreements.
  • Australia and New Zealand: With the ASEAN-Australia-New Zealand FTA (AANZFTA), Singapore Pte Ltd access to Australian and New Zealand B2B markets is smoothed by reduced withholding, mutual recognition, and easier service delivery.

The 17 percent headline corporate tax in Singapore (with 8 to 12 percent effective for early-stage profits) serves as the tax layer for aggregated regional revenue. Distributions to the Vietnamese owner trigger Vietnam’s worldwide taxation regime if the owner is resident in Vietnam.

VAT and GST Considerations

Singapore GST at 9 percent applies above 1 million SGD threshold. Below threshold, voluntary registration is often beneficial for B2B companies whose customers are GST-registered and can recover input GST.

For SaaS or digital-services companies serving international customers, the bulk of revenue can be zero-rated (international services rules), with Singapore GST applying only to Singapore-domiciled B2C consumers.

Vietnam’s VAT framework (10 percent statutory standard rate, currently reduced to 8 percent on most goods and services through a temporary measure extended to December 31, 2026, plus 5 percent reduced for some categories and 0 percent for exports) interacts with the Singapore entity’s invoicing when services are delivered into Vietnam.

Cross-border B2B services from Singapore to Vietnamese VAT-registered customers typically trigger Vietnamese reverse-charge VAT, which the Vietnamese customer self-accounts. This simplifies the Singapore entity’s Vietnam-facing billing.

Venture Capital Access Through Singapore

Singapore is the primary vehicle through which Southeast Asian startups access international venture capital.

The 500+ VC funds based in or actively investing through Singapore (including regional offices of Sequoia, Accel, Tiger and pan-Asian firms like GGV, East Ventures, Openspace, Wavemaker, Insignia, Monk’s Hill, Vertex and many others) prefer to invest in Singapore Pte Ltd holding structures for cap table clarity, Singapore law familiarity and exit-path predictability.

Vietnamese tech founders backing ventures prefer the Singapore Pte Ltd as holding structure, with a Vietnamese operating subsidiary that delivers locally. Investment rounds convert at the Singapore holding level, maintaining investor preferences and governance standards while the Vietnamese subsidiary retains operational presence.

IP Holding and Transfer Pricing

For technology and content businesses, Singapore serves as an IP holding jurisdiction with specific tax regimes. The IP Development Incentive (IDI) provides reduced tax rates on qualifying income from IP developed in Singapore.

Vietnamese founders licensing software, brand rights, or content from the Singapore entity to subsidiaries (Vietnamese, regional, or global) need proper transfer pricing documentation under Singapore and Vietnam’s aligned OECD-model frameworks.

Emigration Tax and Vietnamese Residence Transition

Vietnamese entrepreneurs thinking about moving to Singapore should understand the residence-transition requirements clearly. Vietnamese tax residency hinges on the 183-day presence test, permanent residence status or center of vital interests.

To break Vietnamese tax residency, movers must demonstrate actual relocation substance by disposing of or leasing out Vietnamese residence, transferring family and personal effects, building equivalent Singapore arrangements and maintaining primary physical presence outside Vietnam.

Vietnam does not have a formal “exit tax” like Germany or France, but the GDT scrutinizes tax residency claims. Vietnamese founders with substantial Vietnamese shareholdings or assets should plan the transition carefully with a Vietnamese tax advisor to avoid disputes and potential retroactive Vietnamese taxation on post-exit income.

Double Taxation and Treaty Mechanics

The Vietnam-Singapore tax treaty’s main operational mechanisms for a Vietnamese founder:

  • Permanent establishment analysis determines where business profits become taxable.
  • Dividend withholding is reduced to 5 percent (50%+ ownership or investment over USD 10 million), 7 percent (25-50% ownership), or 12.5 percent (below 25% ownership)
  • Withholding interest is capped at 10 percent.
  • Royalty withholding at 5 to 10 percent depending on category
  • Foreign tax credit mechanism prevents double taxation

For a Vietnamese founder who remains Vietnamese tax resident while owning a Singapore Pte Ltd, the treaty provides structural relief but does not eliminate Vietnamese worldwide taxation. Vietnamese CFC-like rules under the 2019 Tax Administration Law can still attribute foreign subsidiary profits in specific cases.

The cleanest outcome for a Vietnamese founder seeking meaningful tax benefit is to actually relocate and establish Singapore tax residency.

Cultural and Operational Fit

Operatively and culturally, Singapore appeals to many Vietnamese founders. Most Vietnamese professional habits find good alignment with English-language business settings in Singapore. Travel from HCMC or Hanoi takes 2 hours, which is manageable for business purposes.

Although smaller than the Indian or Indonesian communities, Vietnamese presence in Singapore is established across tech, finance and professional services sectors. While Singapore’s business culture (direct, punctual, documented approach) differs in some respects from Vietnamese operating norms and requires adaptation, it is comparatively easy to adopt.

Regional businesses operated by Vietnamese founders, serving both Vietnam and wider Southeast Asia, find the Singapore Pte Ltd paired with a Vietnamese LLC most effective. Both market sides are served through an intercompany structure documented with arm’s-length pricing and clear substantive separation between the entities, which establishes the legitimacy of each operation.

How to open a business bank account without GST for Vietnamese founders in Singapore?

Singapore GST registration is mandatory only above SGD 1 million annual turnover - below that threshold, Singapore Pte Ltd entities operate without GST and still open full business bank accounts.

For Vietnamese founders forming a Singapore Pte Ltd, the sequence is: ACRA BizFile+ incorporation (SGD 315 = SGD 15 + SGD 300, 15 minutes to 2 business days), appoint Singapore-resident director (nominee director SGD 1,500 to 3,000/year), appoint company secretary (SGD 300 to 800/year), secure registered office (SGD 300 to 1,000/year), then open bank account.

No GST registration required below SGD 1M turnover. Singapore banking options: DBS Business, OCBC Business, UOB Business (2 to 6 weeks, in-person interview, SGD 0 to 50/month, SGD 1,000 to 5,000 minimum opening), ANEXT Bank (DBS digital, fully remote, 1 to 5 days, SGD 0 minimum), Aspire (1 to 3 days, SGD 0 minimum, strong for e-commerce), Wise Business (1 to 5 days, SGD 0, multi-currency).

For Vietnamese founders under the SGD 1M turnover threshold, Aspire or ANEXT Bank is the cheapest and fastest option. Singapore’s 17% headline corporate tax with partial exemption brings effective rates to 0% to 8.5% for the first SGD 100K to 300K profits.

How to register a company in Singapore ACRA for Vietnamese founders?

Vietnamese founders register Singapore Pte Ltd through ACRA BizFile+ at bizfile.gov.sg for SGD 315 (SGD 15 name reservation + SGD 300 incorporation fee) in 15 minutes to 2 business days.

Requirements: at least one Singapore-resident director (Vietnamese founders without Singapore PR or Employment Pass hire nominee director at SGD 1,500 to 3,000/year), company secretary appointed within 6 months (SGD 300 to 800/year), registered Singapore office (SGD 300 to 1,000/year), SGD 1 minimum issued share capital. Vietnamese shareholders and directors face no nationality restrictions.

Post-registration, appoint nominee director if non-resident, open CorpPass (digital government ID for the company), and open bank account at DBS/OCBC/UOB (2 to 6 weeks, in-person interview required) or fintechs ANEXT Bank, Aspire, Wise Business (1 to 5 days remote).

For Vietnamese founders, the practical setup is: ACRA incorporation (SGD 315) + nominee director (SGD 2,000/year) + secretary (SGD 500/year) + office (SGD 600/year) + Aspire bank account (SGD 0 minimum) = SGD 3,415 first year + SGD 3,100/year ongoing.

Singapore’s 17% headline corporate tax with partial exemption brings effective rates to 0% to 8.5% for first SGD 100K to 300K profits - compelling for Vietnamese SaaS and cross-border e-commerce targeting ASEAN markets.