Vietnam Company from Italy: 2026 Setup and Tax Guide

Italy and Vietnam trade under the EVFTA, in force since 1 August 2020, which removes almost 99% of customs duties across its implementation period.

For an Italian manufacturer or exporter that is the substantial part of the case, and it works today.

Two other things deserve attention and are usually skipped: the investment protection agreement that accompanies the EVFTA is not in force, and the Italian controlled foreign company rules look at the effective taxation of the subsidiary rather than at Vietnam's headline rate.

1 Aug 2020EVFTA in force, removing almost 99 percent of duties

11 Sep 2026apostille replaces consular legalisation for Italian documents

10%Vietnam's incentive rate, which is what the Italian analysis turns on

Two agreements, and only one of them applies

• The tariff benefit is available now and is the reason Italian exporters see improved terms into Vietnam.
• The protection agreement is not, and an Italian investor does not currently have the treaty based dispute mechanism it was designed to create.
• Much published commentary blends the two, which produces a more comfortable picture than the facts support.
• Check the ratification count at the time you invest rather than relying on a 2020 description.

Documents: Italy is on the simpler route

Vietnam's accession to the Hague Apostille Convention takes effect on 11 September 2026.

• Italian public documents will need a single apostille rather than the multi step consular chain.
• Germany, Austria and the Czech Republic objected to the accession and keep the old route, which Italy does not.
• Vietnam's competent authorities are the Ministry of Foreign Affairs through the Consular Department in Hanoi and the Department of Foreign Affairs in Ho Chi Minh City.
• The document still has to be a public document within the Convention, which is worth checking before paying.

What Vietnam asks of you

• Full foreign ownership is available in most sectors, subject to the negative list.
• A legal representative must reside in Vietnam.
• Online filing requires a Vietnamese electronic identity, needing a residence card for a foreign national.
• Since 31 March 2026 you may incorporate first and obtain the investment certificate within twelve months.

The process is in how to register a company in Vietnam.

The Italian rules, and what they actually examine

1. 1
   Is there control of the foreign entity?Control is the entry condition for the regime in article 167 of the TUIR
2. 2
   What is the effective taxation of that entity?The test looks at what the entity actually bears, not at the headline national rate
3. 3
   What is the character of its income?Passive income is treated differently from active operating income
4. 4
   An optional substitute tax of 15 percent existsCharged on net accounting profit before taxes, depreciation and risk provisions

• Article 167 of the TUIR is the governing provision, reformed by Legislative Decree 142/2018 transposing the EU Anti Tax Avoidance Directive.
• Control, effective taxation and the character of the income are the elements the analysis works through.
• A substitute tax option of 15% of net accounting profit, computed before taxes, asset depreciation and risk provisions, sits within the regime.
• The precise trigger threshold is not stated on this page, because it was not verified for it, and because it interacts with the global minimum tax rules in ways that require Italian advice.

Where the Vietnamese incentive matters

This is the practical point, and it is the same across the European origins even though the rules differ.

• Vietnam's ordinary corporate rate is 20%, which is a normal rate by European standards and unlikely to attract attention on its own.
• Vietnam's incentive rate for qualifying projects is 10%, and Law No. 67/2025/QH15 now allows it for the whole operating period in specially prioritised cases.
• An effective rate at that level is what a controlled foreign company regime is built to notice.
• The incentive is decided at the investment certificate stage, which is early, so the Italian analysis belongs before the Vietnamese application rather than after it.

The Vietnamese incentives themselves are set out in corporate income tax in Vietnam.

What Italian businesses build in Vietnam

Business lines are recorded on the certificate and widened only with difficulty, so the model needs settling before the application.

Getting profit back to Italy

• Dividends to a corporate shareholder carry no Vietnamese withholding on the majority view, and 5% to an individual.
• The compulsory Vietnamese audit comes first, whatever the company's size or activity.
• Seven working days notice to the Vietnamese tax authority precedes any remittance.
• Funds move through the investment capital account.
• Italian treatment of the receipt depends on the participation regime and on the controlled foreign company position.

The resident representative, for an Italian group

• A secondment answers it directly and tends to create Vietnamese tax residence for the person sent, because a fixed term lease can establish habitual residence without any day count.
• A local appointment is cheaper and demands careful charter drafting, since a legal representative with undivided powers can bind the company.
• The role controls system access, because the company's electronic identity depends on the representative's own verified account.
• Two representatives are permitted, with the charter allocating their powers, which suits a group wanting a local operator and a home country signatory.
• Where the charter is silent on that allocation, each representative holds full authority toward third parties, which is rarely what an Italian parent intends.

Sequencing an Italian entry

1. Confirm the apostille applies to your documents and that they are public documents within the Convention.
2. Take Italian tax advice on the effective taxation question before the incentive status is fixed on the investment certificate.
3. Settle the representative, since the identity chain and the banking both run through that person.
4. Incorporate, starting the ninety day charter capital deadline.
5. Fund through the investment capital account, which since 18 August 2026 may be opened before the investment certificate is issued.

Where it goes wrong

• Relying on EVIPA protections that are not in force.
• Obtaining a Vietnamese incentive without modelling the Italian consequence of the resulting effective rate.
• Assuming the German apostille objection applies to Italy, and paying for a consular chain that is no longer required.
• Planning a factory around industrial park incentives that ended on 1 October 2025.

The bottom line

The trade case is straightforward and the documents got easier for Italy on 11 September 2026.

The tax question is the one that needs work, and it points the opposite way from instinct: Vietnam's ordinary rate is unremarkable, and it is the incentive rate that draws the controlled foreign company analysis toward the structure.

Take Italian advice before applying for the incentive, not after the certificate records it. The Vietnamese process is fast enough that the Italian analysis is the part likely to be left behind, and it is the part that is expensive to revisit once the project is licensed.