How is a US LLC taxed for a Vietnamese founder?
There is no treaty in force. One was signed in 2015 and never ratified by the US Senate, so Vietnam remains absent from the IRS index — a distinction that catches people out.
Where Vietnam stands
Verified July 28, 2026
Signed 7 July 2015 but never entered into force. Vietnam is absent from the IRS index of treaties in force. No reduced withholding, no residency tie-breaker.
Vietnam regulates outbound investment. Decree 103/2026 exempts sub-VND 7bn projects in non-conditional sectors from the certificate, but bank FX registration and declaration still apply.
Permitted under the outbound investment regime. Decree 103/2026 expressly covers individuals holding Vietnamese nationality.
A foreign-owned single-member LLC generally must file Form 5472 with a pro-forma 1120, whether or not tax is owed.
Provider country policies change without public notice — Mercury revised its prohibited list in 2024 and has amended it since. Treat this page as a starting point that was accurate on the date shown, then check the provider's own page before you apply. We would rather you verify us than trust us on something this consequential.
Signed is not the same as in force
You will find sources referring to a US–Vietnam tax treaty, and a treaty was indeed signed on 7 July 2015. It was never ratified by the US Senate, so it never entered into force, and Vietnam does not appear on the IRS index of treaties in force. Anyone planning around treaty benefits here is planning around something that does not exist.
The registration burden dropped sharply in 2026
Decree 103/2026, effective 3 April 2026, exempts outbound projects below VND 7 billion in non-conditional sectors from needing an Offshore Investment Registration Certificate — bank foreign-exchange registration and a declaration on the national system are enough. It expressly covers individuals holding Vietnamese nationality, and the issuing authority is now the Ministry of Finance. Most guidance online predates this.
Penalties exist for getting the channel wrong
Decree 340/2025 sets administrative penalties for outbound investment non-compliance. We do not have reliable data on enforcement rates and will not speculate about them. What we will say is that the compliant path became materially lighter in 2026 and is worth taking properly rather than hoping the question never arises.
Worth knowing before you buy
The absence of a treaty combined with a registration regime most formation services never mention makes Vietnam a market where local advice is not optional. RazorFile files companies and does not give tax advice. Budget for a Vietnamese adviser as part of the cost of doing this properly.
Common questions
I read there is a US–Vietnam tax treaty. Is that wrong?
Partly. A treaty was signed in 2015 but never ratified by the US Senate, so it never entered into force and Vietnam is absent from the IRS index of treaties in force. Sources referring to the signing are describing a real event with no current legal effect.
Do I need to register the LLC in Vietnam?
Vietnam regulates outbound investment rather than prohibiting it. Since April 2026, projects under VND 7 billion in non-conditional sectors need only bank foreign-exchange registration plus a declaration, rather than a full Offshore Investment Registration Certificate. Confirm your specific position with a Vietnamese adviser.
What happens if I do not register?
Decree 340/2025 provides for administrative penalties. We do not have reliable enforcement data and will not guess at your odds. The compliant route is lighter than it used to be, which removes most of the reason people used to skip it.
Form your US LLC from Vietnam
Wyoming filing, Registered Agent, and EIN guidance. $100 state fee, filed in one to three business days.
RazorFile files companies. We are not a law firm, bank, or tax advisor, and nothing on this page is legal or tax advice.