Vietnam is one of the fastest-growing economies in the world. The low cost of living and highly qualified population make it an ideal location for foreign companies who are looking to branch out and invest. However, expanding internationally has its disadvantages as well. Not knowing the local laws and regulations makes it a thousand times harder to open a company overseas.
Register company in Vietnam typically takes about 20 - 30 working days. However, depending on the business line, some companies need to apply for Sublicense. In such cases, the registration process will be longer. Setting up a business in Vietnam is the most effective way to begin to take advantage of this market. How do you setting up a business in Vietnam as a foreign investor?
Vietnam has solidified its position as Southeast Asia's premier investment hub. With the landmark Law on Investment 2025 and Decree No. 96/2026/ND-CP now in full effect, the process for foreigners to register a company has become faster, more transparent, and digitally integrated.
Whether you are looking to tap into the semiconductor boom or establish a digital technology startup, here is the best advice from LHD Law Firm for navigating the 2026 regulatory landscape.
It's recommended to seek the assistance of a local lawyer or consultant to help navigate the legal requirements and procedures
Choosing the right structure is critical for tax planning and operational flexibility.
| Entity Type | Best For | Key Characteristic |
| Limited Liability Company (LLC) | SMEs and Startups | 1 to 50 members; no public share issuance. Most popular for 100% foreign-owned firms. |
| Joint Stock Company (JSC) | Large-scale projects | Minimum 3 shareholders; can list on the stock exchange and issue shares. |
| Representative Office (RO) | Market Research | No direct profit-generating activities; excellent for brand building. |
| Branch Office | Specific sectors | Operates under the parent company’s authority; limited mainly to banking and specialized services. |
The "Green Channel" initiative has streamlined the timeline for 2026.
Before filing, you must verify if your business line has a Foreign Ownership Cap (some sectors limit foreigners to 49% or 51%). You must also secure a physical office lease or a memorandum of understanding (MOU) for a location that complies with local urban planning.
This document approves your investment project.
Timeline: ~10–15 working days.
Requirement: Proof of financial capacity (bank balances or audited statements) and a project proposal.
This creates your legal entity and provides your Tax ID.
Timeline: ~3 working days after IRC approval.
Note: In 2026, most provinces require 100% digital signatures for this stage.
Capital Contribution: You must contribute the registered charter capital within 90 days of receiving the ERC.
DICA Account: You must open a Direct Investment Capital Account (DICA) to legally move funds in and out of the country.
Company Seal & E-Invoices: Register your digital signature and electronic VAT invoice system.
The VNeID E-Identification Mandate
As part of its national digital transformation agenda, Vietnam now requires all legal entities to use a verified digital identity for official interactions.
The Requirement: Effective July 1, 2025, all companies must register for and use a corporate electronic identification (e-ID) account to conduct online administrative procedures. This includes essential functions like tax filing, customs declarations, and accessing the National Public Service Portal. Existing corporate accounts on these portals will become invalid after this date, making the new e-ID indispensable for operations.
The Registration Process: The process creates a direct link between the company and its leadership. A corporate e-ID can only be registered by the company's legal representative (or a duly authorised employee) using their own personal Level 2 VNeID account.
The Foreign Legal Representative Challenge: This process presents a significant and immediate challenge for FDI companies led by foreigners.
Eligibility and Procedure: Foreign nationals holding a valid Temporary Residence Card (TRC) are eligible to apply for a personal Level 2 VNeID. The application requires an in-person visit to the provincial immigration office to provide biometric data (fingerprints and a digital photograph) along with their original passport and TRC.
The Implementation Bottleneck: The system for registering foreigners was officially launched on July 1, 2025. Recognising the logistical challenge, the government has initiated a "campaign" period running until August 19, 2025, to accelerate registrations and to have the system fully operational by that date. The critical issue is that until a foreign legal representative successfully obtains their personal Level 2 VNeID, the company they lead
...cannot register its mandatory corporate e-ID.
Interim Solution: Tax authorities have unofficially indicated that companies may temporarily continue using their existing online tax filing accounts until the VNeID issuance process for foreigners is stabilised. However, this is a temporary workaround for a single administrative function and does not resolve the broader legal requirement.
The VNeID mandate creates a critical path dependency that could stall a new FDI company's ability to operate. The required sequence is rigid and linear: the foreign legal representative must first secure a TRC, then use it to register for a personal Level 2 VNeID, and only then can the company register its corporate e-ID. A delay at any point in this chain has a cascading effect, potentially causing the company to miss statutory deadlines for tax filing and other obligations, leading to penalties. Any new FDI company established in mid-2025 with a foreign legal representative is therefore in a race against time, its operational compliance entirely dependent on the successful and timely rollout of a brand-new government IT system for foreigners.
These two new requirements—UBO disclosure and VNeID—should be viewed as twin pillars of a new, more robust enforcement regime. They are not merely about digitization or transparency for its own sake. The UBO data provides authorities with a clear map of ultimate control, while the VNeID system creates a verified, unforgeable digital link between the actions of the company and the individual legally responsible for them. This allows government agencies to cross-reference ownership data with authenticated transactions, creating a highly auditable trail of corporate activity. It significantly lowers the barrier for assigning personal liability and enforcing regulations related to tax compliance, capital contributions, and adherence to market access conditions, fundamentally raising the stakes for corporate governance in Vietnam.
Navigating the 2026 "post-inspection" era requires a partner who understands both the law and the local bureaucracy. LHD Law Firm provides:
End-to-End Support: From market entry strategy to monthly tax and payroll compliance.¥
Digital Integration: We handle the digital signature and online filing requirements so you don't have to be physically present.
Local Expertise: With a deep understanding of the new 2026 Investment Law, we help you secure the maximum incentives available for your sector.
Ready to expand? Contact LHD Law Firm today for a comprehensive cost estimate and a legal roadmap tailored to your 2026 business goals.
With over 15 years of experience, LHD Law Firm has completed legal work for more than 6,800 projects for businesses and individuals from 32 countries around the world. We are currently a strategic partner in many projects, supporting many businesses to invest and do business in Vietnam to develop sustainably.
Attorney: Ms Thanh Thuy
Email: all@lhdfirm.com
Call, iMessage, SMS, WhatsApp, Viber: +84931767568
→ Lawyer specialising in advising on setting up foreign capital companies in Ho Chi Minh City
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Advising on the conditions for establishing foreign-invested companies for investors according to specific business fields or investors' nationality;
Consulting the capital contribution ratio of foreign investors in Vietnam with the Vietnamese law and the WTO commitments;
Advising on choosing the right type of company for investors: limited liability company or joint stock company, head office address, capital, business lines, opening an account to transfer capital, the time limit for capital contribution.
Advising on conditions, guiding investors to prepare necessary documents to establish a foreign-invested company;
Consulting and drafting company establishment documents for foreign investors;
Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors [Apply for an Investment Registration Certificate, Business Registration Certificate, legal entity seal, seal sample announcement, procedures after company establishment, tax and accounting consulting services, profit transfer abroad, labor - insurance, issues related to ownership wisdom]
Comprehensive advice on activities arising in the process of doing business in Vietnam for investors.
Virtual office [District 1, HCM City and Dong Da District, Ha Noi]
Work permit and TRG (Temporary Residence Card) in Vietnam
Hopefully, the above sharing will help foreign investors who intend to do business in Vietnam. If you have any doubts or problems, please contact LHD Law Firm immediately to get specific advice from legal experts.
Then, the investment registration authority must issue the investment registration certificate to the investor within 15 business days upon the receipt of the valid application. The items stated below are the details of company registration procedure in Vietnam
If your company is less than 51% owned by a foreigner and is therefore considered a local company, you no longer need to get an IRC. You can go straight to registering your business in Vietnam and obtain your Business Registration Certificate (BRC). Having a local company significantly reduces your registration period.
In order to operate a foreign company in Vietnam with 100% ownership, you will need to acquire two certificates from relevant authorities: investment registration certificate and enterprise registration certificate. In this article, Cekindo will provide you with some legal insights into obtaining the certificates.
Foreign ownership is allowed in Vietnam. Added to this, an LLC is the most prominent business structure utilised in Vietnam. There are different forms of government incentives offered in Vietnam.
There are no minimum capital requirements for company registration in Vietnam. However, there are different business structures which are established in Vietnam. These businesses would require different amount of capital as per the requirements. For example, for starting a company in a free trade zone in Vietnam, the minimum capital which has to be invested is USD 200000.
Yes ! foreign investment is allowed in Vietnam. An investment registration certificate has to be signed by the investor before investing in Vietnam.
Certainly! As a foreigner, you can start a business in Vietnam through direct or indirect foreign investments. Here are the key points:
Direct Foreign Investment:
In this approach, you collaborate with a Vietnamese partner to establish either a 100% foreign-owned company or a joint venture.
To obtain direct investment in Vietnam, you’ll need an enterprise license and must follow legal procedures according to local law1.
Indirect Foreign Investment:
This involves purchasing shares of existing companies in Vietnam.
The level of your involvement in company management depends on the agreement between you and the Vietnamese company.
Restrictions and Considerations:
Certain business activities are restricted for foreigners in Vietnam. For example, you cannot engage in businesses related to narcotic substances, toxic chemicals, endangered wildlife, prostitution, human trafficking, or debt collection.
The Law on Investment 2021 introduced new “conditional business investment” activities. While not restricted, these activities require meeting specific criteria to access the Vietnamese market.
Examples of “conditional business investments” include accounting services, customs-related businesses, securities-related services, and more1.
Remember that a 100% Foreign Invested Enterprise in Vietnam can only take the form of a Limited Liability Company (LLC) or a Joint Stock Company (JSC)2. If you’re considering starting a business in Vietnam, it’s essential to understand the legal requirements and seek professional advice to navigate the process successfully. Good luck with your business venture! ???
Certainly! The cost of opening a company in Vietnam can vary based on several factors, but I’ll provide you with an estimate. Keep in mind that these figures are approximate and subject to change. Here’s a breakdown of the costs:
Business Address: To register a company in Vietnam, you’ll need a business address. If you don’t require a physical location immediately, you can use a virtual address for registration. The average price for a virtual business address package starts at around $80 per month or $970 per year. However, if your business needs a physical location (e.g., office space, retail shop, etc.), leasing costs will vary based on the city and property type1.
Company Registration Service Fee: You’ll need legal assistance to navigate the process. Lawyers can help you choose the right business structure, advise on market entry conditions, and draft contracts. The service fee for company registration typically starts at $1,5001.
Initial Set-Up Costs: These include purchasing a USB token device, getting a company signboard, and registering for VAT e-invoices. The total cost for these initial set-up works is approximately $2701.
Accounting and Audit: You’ll need bookkeeping services and annual audit. The cost for bookkeeping and filing tax reports for one year, along with the annual audit, is around $1,6401.
Total Minimum Cost for the First Year: Adding up the above expenses, the minimum cost to start a business in Vietnam for the first year of operation is approximately $4,3801.
Remember that these figures are estimates, and actual costs may vary based on your specific circumstances. Always consult with legal professionals and consider other optional startup fees as well1. Good luck with your business venture! ?
Tax: 20%
Corporate Income Tax in Vietnam
Domestic investors and foreign investors may invest in the form of 100% of their own capital to establish limited liability companies, joint-stock companies, partnerships or private enterprises under the provisions of the Enterprise Law and relevant laws.
Yes, Foreigners seeking to open a business in Vietnam can opt for one of two legal entities: a Limited Liability Company (LLC) or a Joint-Stock Company (JSC). An LLC can be formed with just one or two shareholders, whereas a JSC mandates a minimum of three shareholders. LHD Law Firm can help foreigners Set up company in Vietnam.
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