Company opening in Vietnam

Crucial 2026 Updates (Must Read)

• New Investment Law (Effective March 1, 2026): A new Law on Investment has been passed and will replace the 2020 framework starting March 1, 2026.

  • Significance: It streamlines procedures and, in some specific cases, allows foreign investors to establish an enterprise before obtaining the Investment Registration Certificate (IRC). If your project is complex, it might be strategic to wait until March; if urgent, you proceed under current rules.

• Business License Tax Abolished: As of January 1, 2026, the annual "Business License Fee" (Tax) has been officially abolished. You no longer need to pay this annual compliance fee.

• VAT Reduction Extended: The standard VAT rate reduction (from 10% to 8%) for most sectors has been extended through the end of 2026.

1. Choose Your Legal Entity

For most foreign investors, the Limited Liability Company (LLC) is the most efficient structure.

2. Minimum Capital Requirements

Vietnam generally does not set a fixed minimum capital for most standard business lines (consulting, trading, IT). However, the amount must be "feasible" for your business plan.

• Practical Minimum: Regulators often look for at least $10,000 – $25,000 USD to approve an Investment Registration Certificate (IRC).

• Exceptions: Specific sectors have statutory minimums (e.g., Real Estate, Banking, Education, Insurance).

3. The Setup Process (Step-by-Step) Company opening in Vietnam

If you start before March 1, 2026, you will likely follow the standard 3-step process for foreign investors:

Step 1: Investment Registration Certificate (IRC)

• What it is: Permission for your specific project/business idea.

• Time: ~15–20 working days.

• Key Doc: You must prove financial capacity (bank statements showing balance > intended capital).

Step 2: Enterprise Registration Certificate (ERC)

• What it is: The "Birth Certificate" of your company. It contains your tax code and company number.

• Time: ~3–7 working days after IRC.

• Outcome: You are now a legal entity.

Step 3: Post-Licensing (Mandatory)

• Seal Carving: Create your company seal (stamp).

• Bank Accounts: Open two accounts:

  1. Capital Account: Strictly for receiving the initial capital injection (must transfer funds within 90 days of ERC issuance).

  2. Current Account: For daily transactions.

• Tax Registration: Register for e-invoices and digital signature (e-token).

4. Timeline & Costs

5. Tax Obligations (2026 Rates)

• Corporate Income Tax (CIT): Standard rate is 20%. (Incentives exist for software, high-tech, and specific zones).

• VAT: 8% (reduced rate) until Dec 31, 2026; 10% for excluded sectors (Real Estate, Banking, Telecom).

• Global Minimum Tax (GMT): If you are a subsidiary of a massive multinational (Revenue > €750M), a 15% minimum tax applies.

What is your specific business activity? (e.g., Software Development, Retail/Trading, Education, Real Estate, Manufacturing, Marketing, etc.)

Why this matters right now (Jan 2026):

• If you are in "Standard" sectors (e.g., IT, Consulting): You likely need no sub-licenses and can own 100% of the company.

• If you are in "Conditional" sectors (e.g., Logistics, Education, Trading goods): You may need a Sub-License (Business License) after your company is formed.

• If you are in one of the 38 sectors being "Deregulated" (New Law):

  • Scenario: The new Investment Law (effective March 1, 2026) removes the "conditional" status for 38 specific business lines (e.g., certain commercial intermediation services, debt trading services, etc.).

  • Benefit: If your business falls into this list, waiting until March 1st could save you months of paperwork and thousands of dollars in licensing fees.

6. Company opening in Vietnam | LHD Law Firm

6.1 Legal advice

• Review the documents to be prepared, including LEGAL CONSULTATIONS (LAW, POLICY, TAXES, human resources...)
• After receiving the investment certificate, advice on how to obtain the business registration certificate.
• Advice and application for the Enterprise Certificate (ERC) and the Investment Certificate (IRC), in addition to the Business License issued by the Ministry of Industry and Trade (Business License)
• Consultation and production of a seal engraving and report using seal samples
• Regular legal advice after the opening of the business
• Legal advice about taxes, work permit, temporary residence card and child permit (if applicable)
• Support for the registration of trademarks, designs and inventions when required by businesses (LHD Law Firm is a representative of IP No. 146 the National Office of Intellectual Property NOIP)
• Advice on CIT, PIT, and monthly, quarterly and annual tax returns
• Social insurance consultation, salary calculation (payroll)
• Consulting for personnel selection in Vietnam
• Trademark, Design, and Invention Protection Consulting
• Consultation on labour law, taxation, and contracts in Vietnam
• Virtual office rental for companies with foreign capital to provide invoice redemption.

6.2 Co.op with us

Step 1: Get Legal Advice in English - Vietnamese

Meet with an attorney. We get legal advice on the type of business best suited to your situation.

Step 2: Find office space and legal representation for your business (if there is no available LHD office)

Then find an office space so that your business not only has a place of business but also a specific office address required by the government to apply for a business license. If you are not the legal representative for your business, you need to find a trusted partner.

Step 3: Apply for a business license (IRC, ERC or BL)

Prepare all the necessary documents and make sure that you meet all the requirements before applying for a business license. Expect a 15-day waiting period for a Vietnamese-owned company and a 60-day waiting period for a foreign company.

Step 4: Legal and tax advice for foreign companies after establishment

Running your Vietnamese business now can hire employees and enter into business contracts. There are several things you need to do, such as obtaining your company seal, applying for a tax identification number, opening a company bank account, and publicly announcing your incorporation. Periodic duties include employee tax, accounting report and insurance payments.

(In addition to legal advice, we also provide accounting services for companies with foreign capital for these companies)

6.3 Why Choose LHD Law Firm

Everything we do at LHD Law Firm is focused on assisting your business through our investment law expertise and local business experience in Vietnam.

So that your enterprise can grow and expand quickly and avoid the costly traps that many start-up investors fall into at the hands of unscrupulous lawyers and agents.

How we accomplish this?

We offer the best investment legal service in Vietnam, as well as a wide choice of INDIVIDUAL AND ECONOMIC EFFECTIVE SOLUTIONS for starting a business in Vietnam or managing an existing one.

• What we can do ...

To seek further advice or request service to Set up a company in Vietnam, Contact us at: ☑: all@lhdfirm.com