US Company Formation from Vietnam (2026): US LLC for Developers, Print-on-Demand and Amazon Sellers, No Treaty in Force, Outward Investment Rules and Banking
Forming a US LLC from Vietnam: the US–Vietnam tax treaty that is signed but not in force, outward investment registration under the 2026 rules, POD and Amazon sellers, costs, documents and banking.
Vietnam has two large communities that sell to the USA every day. The first is software: Ho Chi Minh City and Hanoi software companies and freelance developers build products for American clients. The second is e-commerce: Vietnam has one of the world's most active communities of print-on-demand (POD), Etsy, Shopify and Amazon sellers targeting US customers. Both use US companies to sell, get paid and reach US payment platforms.
The US side is fully remote. The Vietnamese side has two special points: the US–Vietnam tax treaty was signed in 2015 but is not in force, and Vietnam regulates outward investment, with rules that changed in 2026. This guide explains how US company formation from Vietnam works.
Short answer: a Vietnamese resident can own 100% of a US LLC or corporation, formed remotely with a passport, without a US visit or SSN. With UCB, a Wyoming LLC with EIN is $249 all-in, or $348 with a US business bank account application, and approval takes about 3 business days. A single-member LLC run entirely from Vietnam usually owes no US federal income tax but files Form 5472 every year ($25,000 penalty if missed). With no treaty in force, US corporate dividends to Vietnamese residents face 30%. Investing capital abroad from Vietnam is regulated, so most sellers and freelancers fund the LLC from sales revenue, not money sent from Vietnam.
Can a Vietnamese resident own a US company?
Yes. US states do not restrict owners' nationality or residence. A Vietnamese citizen or resident can own 100% of a US LLC or corporation, be its only manager or director, and form it without a US visa, SSN or US address. Every US company needs a registered agent in its state; the first year is included in every UCB formation. See registered agent explained.
Why Vietnamese founders form a US company
- Stripe and US payment tools. Stripe does not onboard businesses based in Vietnam, but it accepts a US company with a US bank account. Shopify Payments and many POD platforms work the same way. See Stripe for non-residents.
- Amazon.com, Etsy and TikTok Shop US as a US seller. See US LLC for e-commerce sellers.
- US clients for software, who prefer a US supplier and pay by ACH. See receiving payments from US clients.
- Fewer account reviews. Payment platforms and marketplaces review a US company with a real US bank account and address more smoothly than a seller with mismatched details.
The tax picture for residents of Vietnam
The US–Vietnam treaty is not in force
The USA and Vietnam signed an income tax treaty in 2015. Vietnam completed its approval, but the US side has not ratified it, so it is not in force. In practice there is no treaty: US corporate dividends to a Vietnamese resident are withheld at 30%, and a W-8BEN from a Vietnamese resident cannot claim treaty benefits. See W-8BEN-E vs W-8BEN explained.
LLC or corporation?
| US LLC (single-member) | US C-Corporation | |
|---|---|---|
| US federal tax if all work is done in Vietnam | Usually none | 21% of profits |
| US tax when profits reach the owner | None | 30% withholding (no treaty in force) |
| Yearly federal filing | Form 5472 + pro forma 1120 | Form 1120 + Form 5472 |
| Suits | Sellers, developers, agencies | Startups raising US investment |
For US tax, a single-member LLC owned by a non-resident is disregarded. When the work is done in Vietnam, with no US office, employees or dependent agents, its income is usually not effectively connected with a US trade or business, and no US federal income tax is due; it files Form 5472 with a pro forma Form 1120 every year. Sellers who keep stock in US warehouses, including Amazon FBA, should know that US inventory and fulfilment can create US tax and state sales tax questions; POD sellers whose printing partner ships the goods are usually in a simpler position. We review this with you. See effectively connected income explained and Form 5472 explained.
The Vietnamese side
Points for your Vietnamese adviser:
- Worldwide income. Vietnamese tax residents are taxed on worldwide income under personal income tax law. Ask how the US LLC's profit is taxed in your hands and when.
- Outward investment. Putting capital into a company abroad is outward investment under Vietnam's investment law. The revised law in force from March 2026 and Decree 103/2026 simplified the process: in-principle approval is no longer required, but projects above a threshold or in conditional sectors still need an outward investment registration certificate, and capital goes abroad through a dedicated overseas investment capital account at a Vietnamese bank. Your adviser confirms what applies to you as an individual.
- Bringing money home. Banks in Vietnam receive foreign currency payments; keep sales records and payout statements so your bank can classify them.
- Business registration at home. Many sellers also have a Vietnamese household business or company for their local team and costs; your adviser explains how the two fit together.
We handle the US side; your Vietnamese adviser confirms the Vietnamese side.
Funding the LLC without sending capital
The usual approach is that the US company needs no capital from Vietnam: you pay UCB's formation fee once, and the LLC is funded by its first sales or client payments into its US bank account. Ask your adviser how paying the formation fee is treated.
Which US state?
- Wyoming: our usual recommendation for POD and online sellers, developers and agencies, with a low yearly cost and owners' names kept off the formation filing. See Wyoming LLC for non-residents.
- New Mexico: no annual report. See New Mexico LLC for non-residents.
- Delaware: for startups raising from US investors. See Delaware LLC for non-residents.
Use our state selector or read best state for non-residents.
What it costs
| With UCB | |
|---|---|
| Wyoming LLC with EIN, all-in | $249 |
| Wyoming LLC with EIN and US bank account application | $348 |
| New Mexico LLC with EIN, all-in | $249 |
| Keeping a Wyoming LLC active each year | $121 |
| Keeping it active plus the yearly federal return | $421 |
| US business address add-on (own suite number) | $60 a year |
Formation prices include the state fee and the first-year registered agent. A US business address with your own suite number is often what marketplaces and banks want to see. See US business address explained and the cost calculator.
Documents you need
| Document | Notes |
|---|---|
| Vietnamese passport | Valid, clear colour scan; the CCCD card alone is not enough for US banks |
| Proof of address | A recent utility bill or bank statement in your name, translated if needed |
| Company name and description | Two or three names; a specific description, such as "print-on-demand apparel sold to US customers online" |
| Store or website link | Not required to form the company, but banks and platforms look for it |
No SSN, ITIN or US address is needed to form the company or get its EIN. See EIN for non-residents.
Banking and payments
US banks and fintechs accept applications from Vietnamese residents, with careful review. Use the same name, address and business description everywhere: state filing, EIN letter, bank application, Stripe, Shopify and marketplace accounts. Mismatches are the most common reason for frozen payouts. We tell you which providers currently accept Vietnamese residents when we prepare your application.
See US business bank accounts for non-residents and why banks reject non-resident applications.
Worked examples
These are illustrative examples, not client cases.
Example 1: the POD seller in Ho Chi Minh City. A seller with a Shopify store and US printing partners forms a Wyoming LLC with a US bank account to use Stripe and Shopify Payments. The printing partner ships the goods, all design and marketing is done in Vietnam, and the LLC files Form 5472 each year.
Example 2: the Hanoi software company. A development company forms a Wyoming LLC to contract with US clients and subcontracts the work to the Vietnamese company under a written agreement. Form 5472 reports the payments.
Example 3: the Amazon FBA seller. A Da Nang seller keeps stock in Amazon's US warehouses. We plan the structure with a US tax specialist, because US inventory can create US tax and state sales tax obligations.
Common mistakes
- Using different names or addresses on the store, Stripe and bank, which triggers reviews.
- Sending capital abroad without checking outward investment rules.
- Forgetting Form 5472 because the LLC owes no US tax.
- Assuming the signed treaty applies; it is not in force.
- Using the registered agent's address as the business address.
Frequently asked questions
Is there a tax treaty between the USA and Vietnam? One was signed in 2015 but is not in force, so in practice there is none.
Can I use Stripe from Vietnam? Not as a Vietnam-based business, but a US LLC with a US bank account can apply.
Does my US LLC pay US tax if I work from Vietnam? Usually not, when all the work is done in Vietnam with no US office, staff, agents or US inventory. It files Form 5472 every year.
Can I form a US company from Vietnam without travelling? Yes. See open a US company without visiting.
Do I need an ITIN? Usually not for a single-member LLC or its EIN. See what is an ITIN and who needs one.
How UCB helps founders in Vietnam
We form US LLCs and corporations for Vietnamese residents remotely, all-in: a Wyoming LLC with EIN is $249, and our formation, EIN and bank account package is $348. Each year we keep the company active and file its federal return through our US tax filing service, alongside your Vietnamese adviser. See also US LLC for e-commerce sellers and forming a US company from abroad: country guide.
Selling to the USA from Vietnam? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com, and we will recommend the right structure and state for you.
Let our experts handle it for you
Every business is different. Message us with your country, business type and goals, and we will recommend the right structure, state and package. We do the work; you focus on your business.
This article is general information for non-resident business owners and is not legal or tax advice. Rules and fees change; contact us to confirm what applies to your situation.
