Setting Up a Company in Vietnam

The "ERC-First" Breakthrough: Company registration in Vietnam

The most significant change in 2026 is the ability for select "non-sensitive" sectors to apply for their Enterprise Registration Certificate (ERC) before their Investment Registration Certificate (IRC). This allows you to secure your Tax ID and legal status in weeks.

Step 1: Documentation & Legalization

In addition to legal documents of individuals/organisations and representatives, investors must prepare the following capability documentation:

Financial capacity documents

(one or a combination, depending on project requirements)

• Financial statements for the two most recent years, or
• Financial support commitment from a parent company or financial institution, or
• Financial guarantee, or
• Bank balance confirmation equivalent to the intended investment capital in Vietnam.

Project location documents

• Lease agreement for the head office or project site
• Documents proving the lessor’s legal right to lease the property (land ownership documents, construction permits, business licenses for real estate activities, etc.)

Technology documents (if applicable)

• Technology explanation report including:
  • Technology name
  • Origin
  • Process
  • Technical specifications
  • Condition of equipment or production lines

Note: All foreign-language documents must be translated into Vietnamese and notarised. Copies must be certified and legalised by the Vietnamese diplomatic mission abroad.

Step 2: Obtain the Investment Registration Certificate (IRC)

Based on the provided documents, Viet An Law Firm will prepare the application dossier, including:

• Application for the implementation of the investment project
• Investment project proposal
• Power of Attorney

Submission Authority

Depending on the project location and local administrative structure, applications are submitted to:

• The Investment Registration Authority (Department of Finance), or
• The Management Board of Industrial or Export Processing Zones (if the project is located within such zones)

Processing Time

Approximately 15 days from the date of receipt of a valid dossier.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the company must apply for enterprise registration at the Business Registration Office where the head office is located. The application procedure is similar to that for domestic companies but must include the IRC (if applicable).

Estimated processing time: 3-5 working days after submission of a complete application.

Step 4: Company seal

• The company determines its own seal design and is responsible for its management and use.
• Estimated time: approximately 1 day
• Additional title seals for key positions may also be created for operational convenience.

Step 5: Opening a Direct Investment Capital Account (DICA)

After obtaining the IRC and ERC, the FDI company must open a direct investment capital account at a licensed bank to:

• Receive capital contributions
• Transfer investment capital
• Repatriate lawful profits.

Step 6: Capital contribution

• Capital contributions must be transferred through the direct investment capital account.
• Maximum capital contribution period: 90 days from the date of ERC issuance, unless another timeline is specified in the investment certificate.

Step 7: Obtaining sub-licenses (If applicable)

Certain business sectors require additional permits. Examples include:

• Retail businesses: business license and retail outlet establishment license
• International travel services (inbound tourism): foreign investors may only operate inbound services bringing foreign tourists into Vietnam
• Foreign language education services: approval from the Department of Education and Training, followed by an operating license for the language training centre.

Step 8: Investment project reporting

During operations, the FDI company must submit periodic reports on the implementation of the investment project, typically via the relevant authorities’ electronic reporting system.

There is no fixed cost for company registration in Vietnam. Total costs depend on:

• Business sector (conditional or non-conditional)
• Investment form (new company or capital acquisition)
• Project scale and location
• Number of documents requiring legalisation or translation
• Need for additional licenses after establishment

Protecting Your Assets: The Copyright Holder's Perspective

As a professional copyright holder, this is where I get passionate. In May 2026, Vietnam launched its largest-ever National IP Enforcement Campaign (Official Telegram No. 38/CĐ-TTg). This is a direct response to Vietnam being named a "Priority Foreign Country" by the USTR.

What This Means For You:

1. Software Licensing: If your company uses unlicensed software, you are at high risk of a raid this month.

2. The 2025 IP Law: It introduces a "Fast-track" for trademarks and patents. If you are a tech firm, register your IP before you register your company.

3. Digital Platform Liability: If your business operates a platform (e-commerce, SaaS), you are now legally responsible for the IP infringements of your users under the new "Safe Harbor" rules.

Recent regulatory change to note

• Revised Law on Investment (effective 1 March 2026) emphasises quality screening of foreign investors and tighter ongoing supervision; plan for enhanced disclosure and compliance expectations.

Risks, traps, and lawyerly tips

• Do not assume sector openness — always verify the current conditional list before committing funds.

• Local approvals vary by province — timelines and additional requirements can differ; use a local legal representative in Ho Chi Minh City to speed processing.

• Protect IP and contracts — draft shareholder agreements, IP assignments, and exit clauses in Vietnamese and English.

• Tax planning — register VAT and corporate income tax early; noncompliance triggers fines and delays.

Next steps (recommended)

• Book a consultation with LHD Law Firm to review your business plan, confirm sector eligibility, and prepare IRC/ERC filings.

• Gather corporate documents and an English‑Vietnamese set of contracts for immediate submission.

If you’d like, I can draft a tailored incorporation checklist for your specific industry and investment size and estimate a realistic timeline for Ho Chi Minh City.

Why choose LHD Law Firm

• Local experience since 2007, recognised in Vietnam legal directories and with a track record advising foreign investors on company formation, M&A and compliance.

• End‑to‑end service: from pre‑investment screening and IRC/ERC filings to tax registration, employment compliance and dispute prevention.

LHD Law Firm’s 4-Step Strategic Roadmap

At LHD, we break the complexity down into four manageable phases:

1: Legal Structure & Market Access

Before filing, we must verify your Foreign Ownership Limit (FOL). While many sectors allow 100% foreign ownership, others still require a Vietnamese joint venture partner.

• Action: Select between an LLC (best for 1-50 owners) or a JSC (best for large-scale raising of capital).

2: Headquarters & Legal Representation

Vietnam has digitized its registry, but physical residency rules remain firm:

• Virtual Offices: Still acceptable for service sectors, but prohibited for manufacturing.

• Resident Director: You must appoint at least one Legal Representative who resides in Vietnam. If you are abroad, LHD can provide temporary nominee services to bridge the gap.

3: The "Green Channel" Licensing

We handle the submission to the Department of Planning and Investment (DPI).

• Timeline: Total setup now averages 20–30 days for most foreign-invested enterprises, down from the 60-day average of previous years.

4: Post-Licensing & "The 90-Day Rule"

This is where many investors trip up. Once your ERC is issued:

• The DICA Account: You must open a Direct Investment Capital Account (DICA).

• Capital Injection: You have exactly 90 days to transfer 100% of your committed charter capital. Failure to do so now triggers automatic fines and potential license revocation under the 2025 law.