Form a Florida LLC from Vietnam: Complete 2026 Guide

    Everything a Vietnam-based founder needs to form, bank, and run a Florida LLC — costs, EIN process, and tax angles specific to Vietnam.

    $125 · State filing fee
    $138.75/year, due by May 1 · Annual fee
    5-10 business days · Avg. filing time
    Capitalizing a foreign company i… · Transfer method

    Quick Summary

    Country
    Vietnam
    State
    Florida
    Avg. filing time
    5-10 business days (standard online filing)
    State filing fee
    $125 ($100 Articles of Organization + $25 registered agent designation)
    Annual report fee
    $138.75/year, due by May 1 (mandatory - not free, unlike Texas; $400 late penalty and eventual administrative dissolution if missed)
    Transfer method
    Capitalizing a foreign company is treated as a commercial outbound investment under Decree 103/2026/NĐ-CP, requiring SBV foreign exchange registration and funding through an Offshore Investment Capital Account (OICA) — separate from Vietnam's simpler personal foreign-exchange allowance.

    Why Florida

    Why do Vietnamese founders look at Florida? Mostly because the state-level side is predictable. The filing fee is $125 ($125 online), the ongoing requirement is $138.75 mandatory annual report fee, due every year, and the state applies no personal state income tax. Florida is the only one of these five states that discloses member names on its public annual report. Keep in mind that the state says nothing about how Vietnam taxes you; that depends on Vietnam law and is covered further down this page. What Florida offers is a well-known state with strong business infrastructure.

    Is Florida Right For You

    The case for Florida: you want a well-known state with strong US business infrastructure and don't mind that Florida is the one state on this list requiring member names on the public annual report. The case against is simply that another state may suit your priorities better, and changing states after formation means closing the LLC and starting a new one.

    After Formation Checklist

    Three things to do straight after formation. First, the paperwork: an Operating Agreement, and a note of the EIN letter's location (if it is lost, ask the IRS for Form 147C). Second, the money side: bank account, then Stripe or PayPal subject to their review. Third, the calendar: your Florida annual obligation ($138.75 mandatory annual report, due every year) and the federal Form 5472 and pro forma 1120. Federal Beneficial Ownership Information reporting is not something you need to do: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs.

    Calling The IRS From Vietnam

    The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Vietnam is on UTC+7 all year with no daylight saving. In US daylight time that window is 5 p.m. to 10 a.m. Vietnamese time, and in US standard time it is 6 p.m. to 11 a.m. A morning call from Vietnam works in both periods. Allow 45-60 minutes.

    Forming In Florida Step By Step

    For a Vietnam-based owner the order of operations is: registered agent first (you need their Florida address for the filing), then the Articles of Organization, then the EIN, then the bank account. The EIN application is Form SS-4; leave the SSN field as "Foreign" or "N/A". Calling the IRS international line (267-941-1099) is the fast route at about 45-60 minutes; faxing or mailing the form takes 4-6 weeks. Once you hold the EIN letter, bank and payment applications can begin.

    Florida LLC For Vietnamese Founders

    Florida costs $125 to file and $138.75 every year, and its annual report names members. It suits a Vietnamese founder who values its business infrastructure and accepts that disclosure.

    Five Year State Cost Of A Florida LLC

    Over five years, the state-level cost of a Florida LLC is a $125 filing fee plus $138.75 a year for five years, so $818.75 in total, before the registered agent. That makes Florida the second most expensive of the five states on this measure. The same arithmetic across the five states runs from $50 to $2,110. For a Vietnamese owner, the bigger variable is not this US state cost but the outbound-investment and foreign-exchange rules, and the fact that Mercury will not open accounts for founders living in Vietnam.

    What A Florida LLC Costs From Vietnam

    Budgeting for a Florida LLC from Vietnam? The one-time state fee is $125 ($125 online). Every LLC then needs a registered agent (typically $100-150 a year); the EIN itself costs nothing when you apply to the IRS directly; and Mercury or Relay accounts are usually free. The yearly state-side item is $138.75 mandatory annual report fee, due every year. Bundled, EasyBrise Global Launch costs $295 for year one with a registered agent included and $149 a year to renew.

    Why The 5 Percent Dividend Rate Matters

    Because Vietnam taxes foreign dividends at a flat 5% and only on distribution, the timing of withdrawals from the LLC is a planning point. Income left in the LLC is not attributed to you, while money you take out and receive as a resident falls within the dividend rule. Ask your Vietnamese accountant how distributions, salary-type payments and loans from the LLC would each be classified.

    Your Recurring Dates As A Vietnamese Owner

    As a Vietnamese owner, your recurring dates look like this. State: Florida's $138.75 annual report is due every year between January 1 and May 1. Federal: Form 5472 with the pro forma Form 1120 is due on the return due date, April 15 for a calendar-year LLC, extendable with Form 7004. For the one-off EIN call, the IRS line (6 a.m. to 11 p.m. Eastern) is open 5 p.m. to 10 a.m. Vietnamese time in US daylight time (6 p.m. to 11 a.m. in US standard time). Put the state date and the federal date in your calendar when the EIN arrives, because a missed Form 5472 carries a $25,000 minimum penalty.

    Vietnam Taxation And The Absence Of CFC Rules

    Vietnam has no controlled-foreign-company regime, so owning 50% or more of a foreign company does not by itself trigger deemed-dividend attribution. Tax applies when income is actually distributed rather than as the LLC earns it, and foreign dividends received by a Vietnamese tax resident are typically taxed at a flat 5% under the personal income tax rules. A new Personal Income Tax Law, 109/2025/QH15, took effect on July 1, 2026, so check the current position with a Vietnamese adviser. On the US side the LLC files Form 5472 and a pro forma Form 1120 every year, with a $25,000 minimum penalty for a missed or incomplete filing.

    Outbound Investment Rules For Funding A US LLC

    Vietnam treats capitalizing a foreign LLC as a commercial outbound investment, not a personal transfer, whatever the amount. Decree 103/2026/ND-CP, effective April 3, 2026, replaced the earlier outbound-investment decree. Projects under about VND 7 billion (roughly USD 280,000) in non-conditional sectors are exempt from the Outbound Investment Registration Certificate, but State Bank of Vietnam foreign-exchange registration is still required, and funds should move through an offshore investment capital account rather than a personal transfer. More procedural guidance is expected during 2026.

    Banking From Vietnam Mercury Prohibited And Relay

    Mercury's prohibited-countries list is based on country of residence, and Vietnam is on it, so a founder who lives in Vietnam cannot open a Mercury account. Mercury says a citizen of a listed country who lives elsewhere may still be eligible after review. Relay's published list, which looks at the citizenship or residency of the owners, does not name Vietnam, so a Relay application is possible, though approval is never guaranteed and the list can change without notice. Check both pages before you apply.

    Requirements

    RequirementNeeded
    US Social Security Number
    US visit required
    Registered agent with US address
    Florida annual filing
    Federal Form 5472 + pro forma 1120

    Costs

    ItemCost
    State filing fee$125 (mail) / $125 (online)
    Registered agent (annual)$100-150/yr (or included in EasyBrise Global Launch)
    EIN applicationFree via IRS (or via a paid service)
    US business bank accountFree (Mercury / Relay)
    EasyBrise Global Launch (year 1, incl. registered agent)$295
    EasyBrise renewal (year 2+)$149/yr

    Who Should Choose Florida

    Choose Florida if

    you want a well-known state with strong US business infrastructure and don't mind that Florida is the one state on this list requiring member names on the public annual report

    Consider another state if

    your priorities (fundraising plans, revenue level, or reporting tolerance) point more strongly to one of the other four states in the comparison table above.

    Comparison

    StateFiling FeeAnnual RequirementState Income TaxPrivacy
    Wyoming$100 mail / $102 online$60NoneNo public member names
    Delaware$110$400 flat annual franchise taxNoneNo public member names
    Texas$300$0 franchise tax for LLCs with revenue below the no-tax-due thresholdNoneNo public member names
    New Mexico$50$0 everNoneNo public member names
    Florida$125$138.75 mandatory annual report fee, due every yearNoneMember names public

    Banking

    • Alternative Options

      Vietnam is on Mercury's prohibited-country list, but Relay does not currently restrict Vietnam-based founders and is the realistic starting point instead.

    Frequently Asked Questions

    More guides for founders in Vietnam

    Or browse all formation guides by country.

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