By Manu Rao | Updated March 2026
At a Glance
| Indian Diaspora | 3,500 |
| FDI Route | Automatic route for most sectors |
| DTAA | 10% dividend withholding |
| Document Authentication | Apostille (Hague Convention member) |
| Realistic Timeline | 7-9 Weeks |
| Currency | VND |
Why Vietnamese Investors Are Entering India
The trade relationship speaks clearly. Bilateral trade between India and Vietnam hit $15.76 billion in FY 2024-25, growing 6.4% year-on-year. That's up from $200 million in 2000. The trajectory has been steady for two decades.
Vietnam is one of India's most active trade partners in Southeast Asia. India exports iron and steel, machinery, pharmaceuticals, cotton textiles, and seafood products. Vietnam sends back electronics, machinery, and manufactured goods. The trade balance tilts toward Vietnam — a $3.2 billion surplus in Vietnam's favor in 2024 — but both sides see room for growth. The Full Strategic Partnership, upgraded in 2016, set a target of $20 billion in bilateral trade by 2027.
Indian investment in Vietnam has been building steadily. The Vietnam Foreign Investment Agency records 432 active Indian projects worth $1.095 billion as of December 2024. Include investments routed through third countries and the number reaches roughly $2 billion. India ranks 23rd among 129 countries investing in Vietnam. Key sectors: energy, agro-processing, mineral exploration, manufacturing, IT, and agrochemicals.
Going the other direction — Vietnamese investment into India — is smaller but growing. DPIIT records $34.66 million in cumulative FDI from Vietnam since April 2000. The number is modest, but it reflects an early stage of a corridor that's likely to expand as Vietnamese manufacturers look for market access and supply chain diversification.
Here's the bigger picture. Vietnam's "China Plus One" strategy has turned the country into a global manufacturing hub. Companies with operations in both Vietnam and India can build supply chains that serve both the ASEAN and South Asian markets. Setting up an Indian entity gives you that second leg.
Choose Your Entity Type
Your structure choice affects tax liability, compliance burden, and fundraising. Get it right upfront.
| Feature | Private Limited Company | LLP | Branch Office | Liaison Office |
|---|---|---|---|---|
| FDI Route | Automatic (most sectors) | Automatic (some sectors) | RBI approval | RBI approval |
| Minimum Directors/Partners | 2 directors, 1 resident | 2 partners, 1 resident | Authorized representative | Authorized representative |
| Residency Requirement | Director: 120+ days in India in preceding calendar year | Partner: 120+ days in India in preceding calendar year | N/A | N/A |
| Annual Audit | Yes, mandatory | If turnover > Rs 40 lakh or contribution > Rs 25 lakh | Yes | Yes |
| Compliance Load | High (board meetings, AGM, filings) | Moderate | Moderate | Low |
| Can Raise External Equity | Yes | No | No | No |
Most Vietnamese investors setting up in India will want a Private Limited Company. It gives the clearest FDI compliance path and lets you raise equity later if needed. LLPs work for professional services firms that don't need outside capital.
The resident director requirement is 120 days per year in India. Not 182. Section 149(3) of the Companies Act, 2013 is specific about this.
FDI Route and Sector Rules
India allows 100% FDI through the automatic route in most sectors. No prior government approval needed for IT, manufacturing, healthcare, e-commerce (marketplace model), or financial services.
Government approval is required for defense above 74%, media and broadcasting, multi-brand retail trading, and a handful of others listed under DPIIT's Consolidated FDI Policy.
Prohibited sectors remain the same regardless of investor nationality: atomic energy, lottery, gambling, chit funds, Nidhi companies, transferable development rights trading, and real estate business.
Press Note 3 of 2020 does not apply to Vietnamese investors. That restriction — requiring government approval for investments from countries sharing a land border with India — targets China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar, and Afghanistan. Vietnam does not share a land border with India.
Where do Vietnamese companies typically invest in India? The pattern so far is concentrated in manufacturing, food processing, and light industry. But the energy sector and IT services are growing areas of interest, mirroring the sectors where Indian companies have been active in Vietnam.
Step-by-Step Registration Process
Pick Your Entity Type and State Choose your structure and registration state. Maharashtra, Karnataka, Delhi, and Tamil Nadu attract most foreign investors.
Obtain a Digital Signature Certificate (DSC) Each proposed director needs a DSC. For Vietnamese nationals, submit passport and complete a video verification. Takes 1-3 days.
Apply for Director Identification Number (DIN) DIN comes bundled with the SPICe+ form. No separate filing required.
Reserve Your Company Name Use MCA's RUN service. Two name choices per application. Approval takes 1-4 working days.
Prepare and Notarize Documents MOA, AOA, director declarations under Section 152 of the Companies Act 2013, proof of registered office. Vietnamese-based directors need documents notarized by a Vietnamese notary public.
Authenticate Your Documents (Embassy Route — Not Apostille) This is where Vietnam differs from many other countries. Vietnam is not yet a Hague Convention member. It deposited its instrument of accession on December 31, 2025, but the Convention only enters into force for Vietnam on September 11, 2026.
Until then, you follow the embassy attestation route: get documents authenticated by Vietnam's Ministry of Foreign Affairs (MOFA), Department of Consular Affairs. Then submit to the Indian Embassy in Hanoi or the Indian Consulate in Ho Chi Minh City for attestation. The Indian mission verifies MOFA's authentication and attests.
Total timeline for this step: 2-4 weeks. MOFA authentication takes 5-7 working days. Indian mission attestation takes 3-5 working days. Add transit time.
After September 2026, the apostille route should be available and sharply faster. If your timeline allows, waiting until then could save 1-2 weeks.
Receive Certificate of Incorporation Your company exists from the date on the certificate. PAN and TAN are issued alongside.
Document Checklist and Authentication
- Passport copy (all pages, notarized by Vietnamese notary)
- Address proof (utility bill or bank statement, under 2 months old, notarized)
- Passport-size photographs
- Bank reference letter or last 6 months' statements
- Board resolution or authorization letter (if corporate shareholder)
- MOA and AOA (drafted and notarized)
- Director declarations (INC-9)
- Proof of registered office in India
Remember: all documents go through MOFA authentication first, then Indian Embassy attestation. This two-step process is required because Vietnam is not yet a Hague Convention member. Plan your timeline accordingly.
India-Vietnam DTAA: Tax Rates at a Glance
The India-Vietnam DTAA was signed in 1994 and came into force on February 2, 1995. The rates are clean and uniform:
| Income Type | Without DTAA | With India-Vietnam DTAA |
|---|---|---|
| Dividends | 20% | 10% |
| Interest | 20% | 10% |
| Royalties | 20% | 10% |
| Fees for Technical Services | 20% | 10% |
This is one of India's cleaner treaties. A flat 10% across all passive income categories. No tiered rates based on ownership percentages. No complex conditions on interest or royalties. You pay 10% on everything, which is half the domestic rate.
One difference from the India-US treaty: there's no "make available" clause here. FTS is taxable at 10% regardless of whether technical knowledge gets transferred to the Indian recipient. The 10% rate applies to all technical service payments.
Surcharge and health and education cess are not added on top of treaty rates.
To claim treaty benefits, obtain a Tax Residency Certificate from Vietnam's General Department of Taxation (GDT). Processing takes approximately 5-7 working days.
Realistic Timeline: 7-9 Weeks
Vietnam's embassy attestation requirement adds time. Here's the honest breakdown:
- DSC + DIN: 1-3 days
- Name reservation: 1-4 working days
- Document preparation + embassy attestation: 2-4 weeks (this is the bottleneck)
- SPICe+ filing to Certificate: 5-15 working days
- Bank account opening: 2-4 weeks
- GST registration: 1-3 weeks
Total: 7-9 weeks. About 1-2 weeks longer than countries with apostille access. After September 2026, when Vietnam's Hague Convention accession takes effect, this should drop to 6-8 weeks.
The timezone difference between Vietnam and India is just 1.5 hours. This is a real operational advantage. You share virtually the entire business day. Queries that take days for European or American investors can be resolved the same afternoon.
Post-Registration Compliance Calendar
- Within 30 days of share allotment: File FC-GPR with RBI through your Authorized Dealer bank. Mandatory under FEMA.
- Board meetings: At least 4 per year, gap not exceeding 120 days.
- AGM: By September 30 each year.
- AOC-4: Within 30 days of AGM.
- MGT-7: Within 60 days of AGM.
- Statutory audit: Mandatory every year.
- Income tax return: Due by October 31.
- GST returns: Monthly GSTR-3B and GSTR-1 if registered.
- Transfer pricing: Required if your Indian entity transacts with the Vietnamese parent under Section 92D.
Bank Account Opening
Expect 2-4 weeks. Additional KYC checks apply to all foreign-owned companies. You'll need FATCA/CRS declarations and AD bank verification. HDFC, ICICI, and Kotak generally handle foreign-owned company accounts more smoothly than public sector banks.
Vietnamese dong (VND) is not freely convertible. Currency conversion for investment into India typically routes through USD. Factor in the additional FX conversion step when planning your capital infusion timeline.
Profit Repatriation
The standard process: TDS at treaty rates (10% for all categories), Form 16A, CA certificate in Form 15CB, file Form 15CA online, then process through your AD bank.
DDT was abolished in April 2020. Shareholders pay directly at applicable rates. With the 10% treaty rate on dividends, Vietnamese shareholders save 50% compared to the domestic 20% rate. That's a meaningful difference on large dividend distributions.
Exit Strategy
Strike-off (Section 248, Companies Act 2013): For dormant companies with no operations in two preceding financial years. Registrar publishes public notice, waits 30 days, strikes off.
Voluntary liquidation (Section 59, IBC 2016): For active companies. Special resolution, insolvency professional as liquidator. Typically 6-12 months.
How Beacon Filing Helps
We handle the complete India entry process for investors based in Vietnam. From initial structuring through post-incorporation compliance, here is what we cover:
- Foreign Direct Investment advisory — route selection, sector analysis, RBI compliance, and FC-GPR filing
- Resident Director services — appointment of a qualified Indian resident director who meets the 120-day requirement
- Company setup and incorporation — SPICe+ filing, DSC, DIN, name reservation, and Certificate of Incorporation
- Tax and DTAA advisory — treaty benefit structuring, transfer pricing documentation, and annual compliance
- Accounting and statutory audit — bookkeeping, financial statements, ROC filings, and GST returns
Related Country Guides
Setting up from a different country? These guides cover similar territory:
- Register a Company in India from Singapore
- Register a Company in India from Kingdom of Thailand
- Register a Company in India from Malaysia
Get in Touch
Setting up an Indian company from Vietnam? Talk to us. No commitment, no generic sales pitch. We will walk you through the structure, timeline, and costs specific to your situation.
WhatsApp: +91 874 501 3644 | Email: hello@beaconfiling.com
Frequently Asked Questions
- Hague Convention: Vietnam is NOT yet a member (enters into force September 11, 2026). Documents currently require MOFA authentication + Indian Embassy attestation.
- DTAA: Uniform 10% rate on dividends, interest, royalties, and FTS — half the domestic rate.
- AIFTA: ASEAN-India FTA provides tariff concessions on 90%+ of products. Vietnam covered under standard schedule.
- SBV regulations: State Bank of Vietnam requires foreign exchange registration for overseas investments. VND is not freely convertible.
- Full Strategic Partnership: Plan of Action 2024-2028 targets $20 billion bilateral trade.
Indian Embassy / Consulates
Embassy of India, Hanoi, Vietnam. Consulate General in Ho Chi Minh City.
Explore More Country Guides
Bangladesh
Bangladesh is India's largest trading partner in South Asia at $13.5 billion in FY25. But Press Note 3 changes the rules. All Bangladeshi FDI into India needs government approval. Here is exactly how it works.
Read guide🇭🇰Hong Kong
Hong Kong has its own DTAA with India, its own legal system, its own currency, and its own tax regime. But for FDI purposes, India treats it as part of China. Press Note 3 applies. Government approval is mandatory. Here is the full picture — including the parts no one else is willing to explain.
Read guide🇮🇩Indonesia
India-Indonesia trade reached $28 billion in FY 2024-25. Indonesia joined BRICS in 2024, adding a new layer to an already deep ASEAN-India economic corridor. Here is how Indonesian investors can register an Indian company.
Read guide🇯🇵Japan
Japan is India's 5th largest foreign investor with $43.28 billion in cumulative FDI. Over 1,439 Japanese companies operate here, backed by a dedicated Japan Plus desk at DPIIT and 12 Japan Industrial Townships. Here is the full process for Japanese businesses setting up in India.
Read guide