Form a Wyoming LLC from Vietnam: Complete 2026 Guide

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

    $100 · State filing fee
    $60 minimum · Annual fee
    2-5 business days · Avg. filing time
    Capitalizing a foreign company i… · Transfer method

    Quick Summary

    Country
    Vietnam
    State
    Wyoming
    Avg. filing time
    2-5 business days
    State filing fee
    $100 (mail) / $102-104 (online)
    Annual report fee
    $60 minimum (based on in-state assets, per Wyoming Statute § 17-29-209)
    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 Wyoming

    Why do Vietnamese founders look at Wyoming? Mostly because the state-level side is predictable. The filing fee is $100 ($102 online), the ongoing requirement is $60 (based on in-state assets, minimum $60, filed on the anniversary month), and the state applies no state income tax and no franchise tax. Wyoming does not publicly list LLC member or manager names in its formation filings. 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 Wyoming offers is a low, predictable annual cost and strong privacy.

    For Vietnamese Founders

    Vietnamese software developers, designers and online sellers form US LLCs to invoice overseas clients in dollars and to hold a US business bank account. Vietnamese tax residents are taxed on worldwide income, so the LLC does not move profit outside the Vietnamese system. Two points set Vietnam apart from most countries we cover: there is no US-Vietnam income tax treaty in force, and funding a foreign LLC is treated as an outbound investment under Vietnamese foreign-exchange rules.

    Is Wyoming Right For You

    The case for Wyoming: you want the lowest ongoing annual cost combined with strong privacy and no state income tax, and you don't need a Delaware-specific court system or investor familiarity. 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 Wyoming annual obligation ($60 minimum, filed in your LLC's anniversary month) 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.

    Forming In Wyoming Step By Step

    For a Vietnam-based owner the order of operations is: registered agent first (you need their Wyoming 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.

    Wyoming LLC For Vietnamese Founders

    For a Vietnamese founder who may need Relay rather than Mercury, Wyoming's low costs help: $100 to file, a $60 minimum annual fee and no state income tax. Settle the banking and foreign-exchange route before you commit spend to formation.

    Five Year State Cost Of A Wyoming LLC

    Over five years, the state-level cost of a Wyoming LLC is a $100 filing fee plus $60 a year for five years, so $400 in total, before the registered agent. That makes Wyoming the middle 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 Wyoming LLC Costs From Vietnam

    Budgeting for a Wyoming LLC from Vietnam? The one-time state fee is $100 ($102 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 $60 (based on in-state assets, minimum $60, filed on the anniversary month). 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.

    No US Vietnam Income Tax Treaty In Force

    The United States and Vietnam signed a double taxation agreement in 2015 and Vietnam ratified it in 2017, but the US never completed ratification, so no treaty is in force. Relief from double taxation therefore rests on Vietnam's domestic rules and on how the US result is documented. Keep copies of the LLC's US filings and any proof of US tax paid for your Vietnamese accountant.

    Your Recurring Dates As A Vietnamese Owner

    As a Vietnamese owner, your recurring dates look like this. State: Wyoming's annual report and $60 minimum fee fall due in your LLC's anniversary month. 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.

    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
    Wyoming annual filing
    Federal Form 5472 + pro forma 1120

    Costs

    ItemCost
    State filing fee$100 (mail) / $102 (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 Wyoming

    Choose Wyoming if

    you want the lowest ongoing annual cost combined with strong privacy and no state income tax, and you don't need a Delaware-specific court system or investor familiarity

    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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