How to Start a US LLC From Vietnam

Putting it together: form the LLC (Wyoming and Delaware remain the two most common choices), get the EIN using the international applicant line above, apply to Relay given Mercury's current restriction, and handle the funding side correctly from the start, confirming your capital falls within Decree 103's OIRC exemption threshold, then completing SBV foreign exchange registration and routing funds through an OICA rather than a personal transfer. Vietnam's tax treatment of the LLC itself is refreshingly simple, no CFC attribution, tax only on actual distributions, but that simplicity only holds if the money actually gets into the LLC through the correct regulatory channel in the first place.

Vietnam's software outsourcing, e-commerce, and freelance sectors are among the fastest-growing in Southeast Asia, and a US LLC has become a standard tool for Vietnamese founders selling to US and global clients. For these founders, a US LLC provides direct Stripe and PayPal access as a genuine US entity, USD invoicing that removes dong volatility from client billing, and a formation process considerably simpler than establishing a foreign-invested enterprise in Vietnam specifically to serve international clients. What surprises a lot of Vietnamese founders once they start researching, though, is that Vietnam's tax treatment of a foreign company like a US LLC is genuinely simple compared to several neighboring countries covered in this series, while the real complexity sits somewhere most guides barely mention: the rules governing whether and how you can legally move money out of Vietnam to fund the LLC in the first place.

Getting an EIN as a Vietnamese founder works exactly like it does for any other non-US resident. Without a US Social Security Number or ITIN, you can't use the IRS's online EIN application — you'll file Form SS-4 and either call the IRS's international applicant line (267-941-1099, staffed 6am-11pm ET, for international applicants only) to receive the EIN over the phone, or fax the SS-4 (855-215-1627 from within the US, 304-707-9471 from outside) for a roughly 4-business-day official turnaround that often takes 1-2 weeks in practice. Mailing to Cincinnati, OH takes 4-5 weeks and should be a last resort. On Line 7b, write 'Foreign' or 'N/A' rather than leaving it blank. The responsible party listed must be the actual Vietnamese owner, not EasyBrise or any formation agent. If you lose your CP 575 confirmation notice, request Form 147C, a letter, not a duplicate, instead. Don't skip Form 5472 plus a pro forma 1120 each year; the penalty for missing it starts at $25,000.

Vietnam has one of the more unusual tax-treaty stories in this entire series: the US and Vietnam signed a double taxation agreement back in 2015, and Vietnam ratified it in 2017, but the United States never completed ratification, reportedly due to provisions that fell out of step with later US tax law changes. The result is that Vietnam remains the only major US trading partner without an income tax treaty actually in force, despite having a signed and partially ratified one sitting unused for close to a decade. In practice, this changes less than it might sound like for a typical single-member LLC, since a non-resident-alien-owned LLC earning non-US-source income usually owes $0 US federal tax to begin with, but it's worth knowing that the 'no treaty' status here is a genuine anomaly rather than a simple absence.

A distinction worth getting right from the start: personal foreign-exchange transactions, like funding a family member's education abroad, medical treatment, or a personal residence purchase, are governed by a separate, simpler regime under Vietnam's Ordinance on Foreign Exchange and related decrees. Capitalizing a company you own abroad, even a modest single-member US LLC, is not a personal transaction under Vietnamese law; it's a commercial outbound investment, subject to the Decree 103 framework and SBV registration discussed above, regardless of how small the amount is. Treating LLC capital as if it were a personal transfer, using the personal foreign-exchange allowance to fund it, is a common misunderstanding that can create real compliance exposure down the line.

The genuine complexity for Vietnamese founders isn't tax classification, it's Vietnam's outbound investment and foreign exchange framework, which treats capitalizing a foreign company as a regulated capital transaction rather than something you can simply wire out of a personal account. Vietnam's State Bank (SBV) plays a decisive role here: even where an outbound investment is properly licensed or exempt from licensing, the transaction cannot actually be implemented unless SBV's foreign exchange registration has been completed and accepted. This is the part of forming a US LLC from Vietnam that most general-purpose formation guides skip entirely, and it's where founders run into real friction if they treat funding the LLC as an afterthought.

Vietnam's outbound investment rules were substantially overhauled by Decree No. 103/2026/NĐ-CP, effective April 3, 2026, which replaced the previous Decree 31/2021 framework. Decree 103 introduces a tiered approval system based on capital size: small-scale projects under VND 7 billion (roughly $280,000) in non-conditional business sectors are now exempt from needing an Outbound Investment Registration Certificate (OIRC), a significant relief for solo founders capitalizing a modest LLC. Larger projects still move through tiered approval authorities, up to National Assembly approval for the largest deals, but a typical single-member LLC's initial capital sits comfortably within the exempt tier for most founders.

Vietnam has no controlled foreign corporation rules at all, unlike several countries covered elsewhere in this series with deemed-dividend or fiscal-transparency regimes that attribute a foreign company's undistributed profit to the owner every year. Vietnamese tax residents are taxed on worldwide income, but for a foreign company you own, that generally means you're taxed when income is actually distributed to you, not on the LLC's profit as it's earned. Foreign dividends received by a Vietnamese tax resident are typically taxed at a flat 5% rate under personal income tax rules. Owning 50% or more of a foreign company doesn't, on its own, trigger any deemed-dividend or attribution mechanism the way it does in Indonesia or several other countries in this series; Vietnam simply waits for you to actually take the money before taxing it.

Here's the detail that trips founders up: exemption from the OIRC licensing requirement does not mean exemption from SBV foreign exchange registration. Even a small, licensing-exempt outbound investment still has to go through SBV's foreign exchange registration process and be funded through an Offshore Investment Capital Account (OICA), a dedicated account used for all inbound and outbound remittances tied to the investment. Skipping this step because your project qualifies for the OIRC exemption is a common and costly mistake; the exemption removes one layer of approval, not the foreign exchange registration layer underneath it. Industry guidance expects the SBV to keep issuing more detailed procedural guidance on this through 2026, so confirming current requirements before wiring funds is worth the extra step.

On the banking side, Vietnam is currently on Mercury's prohibited-country list, confirmed directly on Mercury's own eligibility page, so Mercury cannot open or maintain an account for a founder based in Vietnam. Relay, by contrast, does not include Vietnam on its prohibited-country list as of this writing, making it the realistic primary option for Vietnamese founders rather than a fallback. This is worth confirming directly with each platform before you commit to one, since both lists are reviewed and updated without much public notice, but as things currently stand, Relay is where Vietnamese founders should start.