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VIETNAM COMPANY SET UP - STEP BY STEP PROCESS

A Complete Guide to Setting Up a Company in Vietnam: In this comprehensive blog post, we will provide international investors and entrepreneurs with the essential information they need about registering a company in Vietnam, as advised by LHD Law Firm.
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How to Set Up Company in Vietnam: A Complete Guide 2025

Are you planning to move your business operations to Vietnam? Are you looking for a comprehensive guide on how to register a company in this thriving Southeast Asian country? If so, you have come to the right place. In this thorough blog post, we will provide international investors and entrepreneurs with the essential information they need about how to set up a company in Vietnam. From understanding local regulations and customs to selecting the correct legal structure and fulfilling paperwork requirements, this guide is designed to cover every aspect of setting up a business in Vietnam. So read on if you want all the details needed to successfully register your company in this country!

Set up company in vietnam - LHD Law Firm

Conditions for setting up a Company in Vietnam

Establishing a company is uncomplicated - so long as you are 18+ and not prohibited from entering the business arena, you can register your own enterprise in any province of your choice with no limitations. Except for rare cases, there are no stipulations on how many businesses a person may set up.

What are the Requirements for Company Formation in Vietnam?

Before diving into the company registration process in Vietnam, you must first understand the basic requirements for establishing a business in this country.

Foreign Ownership Regulations in Vietnam

In Vietnam, opening a business as a foreigner is a breeze since you're allowed to own up to 100% of any company in the majority of industries. However, there are some sectors with restrictions on foreign ownership. These include advertising, logistics, and tourism. In such situations, foreign investors must seek the assistance of a Vietnamese joint venture partner.

International businesses must adhere to World Trade Organisation (WTO) agreements, which govern foreign ownership in most industries. Nevertheless, certain areas do not fall under WTO regulations or local legislation--in these cases, approval from the corresponding ministry is essential for business operations and growth.

Minimum Capital Requirement

The minimum capital requirement for registering a company in Vietnam depends on the type of business entity you are setting up.

For instance, the minimum capital requirement for registering a limited liability company (LLC) is VND 10 million (~USD 440). However, if you are looking to register a joint-stock company or foreign-owned enterprise (FOE), the minimum capital requirement increases to VND 30 million (~USD 1,320).

It is essential to keep in mind that certain business lines may require a minimum capital investment. These include:

  • Language centers

  • Vocational schools

  • Real estate companies

  • Banking

  • Insurance

  • Finance and Fin-tech

Registered Address

Before registering a company, you must have a physical office space in Vietnam. This can be either in the form of virtual offices or residential buildings. Any building used for business purposes must be registered with the local authorities and recorded in the company registration documents.

During the incorporation process, the Department of Planning and Investment may require verification of your address. You can submit documents to confirm that you are going to use this specific location for your business after incorporating it. This proof must explicitly state such intentions to be accepted as valid evidence. (Virtual Office in Vietnam > Quotation)

Visa Requirements

To register a company in Vietnam, a foreigner must obtain a valid visa. Depending on the type of business entity you are planning to form, the process for obtaining a visa may vary.

For instance, if you are looking to register a foreign-owned enterprise (FOE) in Vietnam, you must obtain a work permit (and visa) before the incorporation process begins. For setting up a joint-stock company, you must apply for an investor visa. And finally, if you are registering a limited liability company (LLC), you must obtain an ordinary visa.

Once the visa is secured, you must obtain a temporary residence card, which will be used to register your business.

Resident Director

Every company registered in Vietnam must have at least one resident director. This director must be a Vietnamese national and hold a valid ID card. A resident director is also responsible for managing the company’s daily operations as well as fulfilling the requirements set by the local authorities.

The Cost of Setting up a Company in Vietnam

How much does it cost to start a business in Vietnam? The cost of forming a company in Vietnam depends on the type of business entity that you choose. The most popular business entity is a limited liability company (LLC). The standard cost of LLC formation in Vietnam is around $2,700. How does this fee break down? It covers the costs of legal and accounting services, the registration fee for establishing a business in Vietnam's national business registry portal, as well as the cost of obtaining a Vietnam business registration certificate.

Legal Structures for Company Registration in Vietnam

The next step to setting up a business in Vietnam is selecting the correct legal structure. The most popular option is an LLC, as it is the easiest to register and offers entrepreneurs a simpler reporting system. It is important to note that there are other legal structures available, such as branch offices and representative offices.

Company Registration Number in Vietnam

Once you have selected the appropriate legal structure for your business, you can proceed to the next step: registering with Vietnam’s national business registration portal. This process involves submitting an application and receiving your company registration number. How long this process takes depends on the type of business entity that you’re registering, but it usually takes up to 10 days.

How to Register a Company Name in Vietnam

Before you can register your business, you need to decide on a company name and register it with the national business registry. To register a company name, you must apply to the registry and pay a fee of around $50. How long it takes to register a company name in Vietnam can vary depending on the complexity of your chosen name, but it typically takes around three days.

Business Registration Certificate in Vietnam

Once a company name has been registered and approved, the next step is to obtain a business registration certificate. This is a document that confirms the legitimacy of your business. How much does it cost to obtain this certificate? The fee can range anywhere from $100-$300, depending on the type of business entity and the complexity of your business.

Set up business in Vietnam - LHD Law Firm

Documents of the investor needed for setting up a Company in Vietnam

No Filename Amount Notarization in foreign countries Request for consular legalisation Made in Vietnam
1. Certificate of establishment / Business license for institutional investor

Passport/identity card for investors is and notarised

02 Have Have Translated into Vietnamese, Notarised
2. Audited financial statements for the last 2 years of the investor, or the parent company’s financial support commitment, or a financial institution’s commitment to financial assistance, or a guarantee for the investor’s financial capacity, or confirm the investor’s bank account balance relative to the intended capital to invest in Vietnam. 01 Have Are not Translated into Vietnamese, Notarised
3. Passport / ID card notarised representative of the company law in Vietnam 02 Have Have Translations into Vietnamese, the c hun g
4. Office lease contract, Document proving the lessor’s right to lease in Vietnam (Land use right certificate, Construction permit, Business registration certificate with real estate business function of the lessor or equivalent documents ) 01     Notarized
5. Legal investors need to provide:

– Passport of the investor’s legal representative.

01 Have Have Translated into Vietnamese, Notarised

⭕ Set Up Company In Vietnam after July 1, 2025 [A Step-by-Step Procedural Guide]

The formal process of establishing an FDI company in Vietnam involves a two-phase licensing procedure, followed by critical post-establishment steps. Understanding the requirements, timelines, and costs for each phase is essential for effective project planning.

The Investment Registration Certificate (IRC)

The IRC is the foundational license for any foreign investment project. It is an approval of the project itself, granted by the state, and precedes the formation of the legal entity.   

  • Application Dossier: A comprehensive dossier must be submitted, including:

    • The formal application form for the investment project.

    • Legal documents of the investor(s), such as the Certificate of Incorporation and company charter for a corporate investor, or a passport for an individual investor. All foreign-issued documents must be consular legalised in the investor's home country and then translated into Vietnamese by a certified translator. 

    • A detailed investment project proposal outlining objectives, scale, capital, and implementation schedule.

    • Documents proving the investor's financial capacity. This typically includes audited financial statements for the last two years for corporate investors or a bank statement confirming a balance equal to or greater than the proposed contribution for individual investors.  

    • An in-principle office lease agreement or a Memorandum of Understanding (MOU) for the proposed head office or project location.  

  • Licensing Authority: The application is submitted to the Department of Planning and Investment (DPI) of the province or city where the project will be located. If the project is situated within an industrial zone (IZ), export processing zone (EPZ), or high-tech zone (HTZ), the application is typically handled by the management board of that zone.  

  • Statutory Timeline: The legal processing time for an IRC application is 15 working days from the date a complete and valid dossier is received.  

The Enterprise Registration Certificate (ERC)

Once the IRC is issued, the investor can proceed to establish the Vietnamese legal entity by applying for an ERC.  

  • Application Dossier: The key documents for the ERC application include:

    • The formal application for enterprise registration.

    • The draft Charter (equivalent to Articles of Association) of the new company.

    • A list of members (for an LLC) or founding shareholders (for a Joint Stock Company).

    • A list of the company's Ultimate Beneficial Owners (UBOs), a new mandatory requirement from July 1, 2025. 

    • Notarised copies of the personal identification documents (e.g., passport) of the company's legal representative and all individual members/shareholders.

    • A copy of the newly issued IRC.

  • Licensing Authority: The application is filed with the Business Registration Office, a division of the provincial DPI. 

  • Statutory Timeline: The legal processing time for an ERC is significantly shorter, at just 3 working days from the submission of a valid application.  

Practical Guidance on Capital Requirements

Navigating Vietnam's capital requirements involves understanding the distinction between different capital types and the practical expectations of the licensing authorities.

  • Distinguishing Capital Types:

    • Investment Capital: This is the total fund registered in the IRC, encompassing both the investor's equity (charter capital) and any planned debt financing (loans) for the project.   

    • Charter Capital: This is the equity portion of the investment capital that investors commit to contribute. It is recorded in the ERC and must be fully paid within 90 days of the ERC's issuance. The amount of charter capital also determines the annual business license tax rate. 

    • Legal Capital: For certain conditional business lines (e.g., banking, insurance, securities, real estate), the law prescribes a minimum amount of charter capital that the company must have. This is known as legal capital.

  • Determining a "Reasonable" Capital Level: For the majority of business lines that do not have a specific legal capital requirement, the law does not set a minimum capital amount. However, this does not mean investors can register a nominal amount. The DPI will assess the "reasonableness" of the proposed charter capital in relation to the business plan, projected operational expenses, and the scale of the project. A capital amount deemed insufficient to sustain the business may lead to questions or delays in the approval process. 

  • Practical Advice: As a general guideline, investors should register a charter capital amount sufficient to cover projected operational expenses for at least the first 12 to 24 months. While it is technically possible to register a services company with as little as US$10,000 is often recommended. This amount is generally accepted by authorities as credible for a serious business venture and can also facilitate the subsequent application for long-term visas or temporary residence cards for the foreign investor. 

Estimated Timeline and Cost Analysis

The statutory timelines for licensing are often shorter than the practical reality. A realistic assessment of the time and cost involved is crucial for effective project management.

Practical Timeline for FDI Company Establishment

The following table provides a more realistic timeline that accounts for necessary preparatory work and potential administrative delays.

Step Activity Statutory Timeline Practical Timeline Key Considerations & Dependencies
1 Pre-Application Preparation N/A 2 - 4 weeks This phase includes document collection, consular legalisation, certified translation, office location search, and drafting the project proposal. The legalisation process can be a significant bottleneck.
2 IRC Application & Issuance 15 working days 4 - 6 weeks

This assumes a complete and valid dossier. The authorities may request additional information or clarification, which can reset the processing clock.  

3 ERC Application & Issuance 3 working days 1 - 2 weeks

This step is generally straightforward once the IRC has been successfully obtained.  

4 Post-Licensing Procedures N/A 2 - 4 weeks

This includes carving the company seal, opening bank accounts, initial tax and labour registrations, and VNeID registration for the legal representative.  

Total End-to-End Process ~4 weeks 2 - 4 months The total time is highly dependent on the complexity of the project, the investor's home country's legalisation procedures, and the thoroughness of the initial application.

Breakdown of Establishment Costs

It is essential to distinguish between the minimal government fees and the more substantial ancillary and professional service costs that constitute the true cost of establishment.

Cost Category Item Estimated Cost (USD) Notes
I. Government Fees ERC Application Fee ~$2 (VND 50,000)

This fee is often waived if the application is filed online.

  Publication Fee ~$4 (VND 100,000)

A mandatory fee for publishing the new company's registration details on the National Business Registration Portal.

  Business License Tax $85 - $130 / year

An annual tax paid by all businesses. The rate depends on the registered charter capital (VND 2-3 million). 

II. Ancillary Costs Document Translation & Notarization $200 - $600+

The cost depends on the number and length of the investor's corporate documents that need to be translated and notarised.

  Consular Legalization $100 - $400+

This is required for all foreign-issued corporate documents and must be done in the investor's home country. Fees vary by embassy/consulate.

  Office Rental (Initial Deposit) $500 - $1,500+

A registered physical address is mandatory. Virtual office services are a lower-cost option for some non-manufacturing sectors.

III. Professional Service Fees Legal & Advisory Services $3,000 - $10,000+

Fees for a law or consulting firm to manage the entire IRC/ERC application process. The cost varies significantly based on the firm's reputation and the project's complexity.

Total Estimated Initial Outlay   $4,000 - $12,000+ This estimate excludes the actual charter capital contribution

Mandatory Post-Establishment and Operational Compliance

Receiving the ERC marks the legal birth of the company, but a series of critical post-licensing procedures must be completed immediately to make the company fully operational and ensure ongoing compliance.

Making the Company Seal and Opening Bank Accounts

Immediately after ERC issuance, the company must arrange for its official seal (company stamp) to be carved and must register the seal sample with the authorities. 

Following this, the company must open its bank accounts. This is a crucial step with specific requirements for FDI enterprises. The company must open at least two types of accounts:

  • Direct Investment Capital Account (DICA): This is a special-purpose foreign currency or VND account that is mandatory for all FDI enterprises. It is used exclusively to receive the charter capital contribution from the foreign investor. Subsequently, all capital-related transactions, such as receiving medium/long-term loans from abroad, and repatriating profits or the original investment capital, must be processed through the DICA. Failure to use a DICA for these transactions is a common and serious compliance violation that can lead to legal risks when transferring funds abroad.  

  • Current Account: A standard VND payment account is also required for conducting day-to-day domestic business transactions, such as paying suppliers, salaries, and taxes. 

The strict regulations governing the DICA underscore its function as a primary control mechanism for the State Bank of Vietnam to monitor foreign capital flows. It is more than a simple bank account; it is a regulatory gateway. Any procedural error, such as attempting to contribute capital through a regular payment account, can freeze a company's ability to be properly funded and prevent investors from legally receiving returns on their investment.

Capital Contribution: The 90-Day Deadline

Vietnamese law mandates that investors contribute their registered charter capital in full within 90 days from the date the ERC is issued. This contribution must be transferred from the overseas bank account of the investor directly into the newly opened DICA of the Vietnamese company. This deadline is strict and non-negotiable. Failure to contribute the capital on time can result in administrative sanctions, including significant fines and, in severe cases, the potential revocation of the company's IRC and ERC. 

Initial Tax Registrations and Payments

The ERC number also serves as the company's tax identification number. Upon establishment, the company must complete several initial tax-related procedures:

  • Digital Signature and E-invoicing: The company must purchase a digital signature token (also known as a USB token or digital certificate). This is required for electronically signing and submitting tax returns and other official documents online. The company must also register with the tax authorities to use electronic invoices (e-invoices) for all its sales transactions. 

    Business License Tax: The company must make its first annual payment of the Business License Tax. The deadline for this payment depends on the date of establishment.

Labour and Insurance Registration

To legally hire employees, the new company must register with the local labour authorities, typically by submitting a declaration of labor usage. Concurrently, the company must register with the social insurance agency. This registration is mandatory for making compulsory contributions for all Vietnamese employees under labour contracts, which include social insurance, health insurance, and unemployment insurance.

Ongoing Reporting Obligations

FDI enterprises are subject to a complex and rigorous system of periodic reporting to various government agencies. Failure to comply can result in fines and increased scrutiny. Key reporting requirements include : 

  • Investment Reports: The company must submit quarterly and annual reports to the DPI (or zone management board) detailing the implementation progress of its investment project. These reports cover aspects like capital disbursement, revenue, employee numbers, and technology usage.

  • Financial Reports: Annually, the company must have its financial statements audited by a licensed auditing firm in Vietnam. The audited report must then be submitted to the local tax authority, the DPI, and the statistics office within 90 days of the end of the financial year.

  • Labour Reports: Semi-annual and annual reports on labour utilisation, including details on employee numbers and changes in the workforce, must be submitted to the local labor department.

  • Sector-Specific Reports: Depending on the company's registered business lines, additional periodic reports may be required. For example, companies with a trading license must submit an annual report to the Department of Industry and Trade.

Critical New Compliance Imperatives for All FDI Enterprises

The post-July 2025 landscape is defined by two new, non-negotiable compliance mandates that fundamentally increase transparency and digitise corporate administration: Ultimate Beneficial Ownership disclosure and the VNeID e-identification system.

Ultimate Beneficial Ownership (UBO) Disclosure

Driven by FATF recommendations, the amended Law on Enterprises introduces a mandatory UBO reporting regime to combat money laundering and enhance corporate transparency.

  • Defining the Beneficial Owner: The law establishes a clear, two-pronged test to identify the UBO, who must be a natural person (an individual). 

    • Ownership Test: An individual is considered a UBO if they directly or indirectly own at least 25% of the company's charter capital or voting shares. The concept of indirect ownership requires companies to trace ownership through intermediary legal entities to the ultimate individual owner. 

    • Control Test: An individual is also considered a UBO if they exercise ultimate control over the company's key decisions, regardless of their ownership percentage. This includes the power to appoint or dismiss key management (e.g., directors, legal representative), amend the company charter, or decide on a restructuring or dissolution. 

  • Disclosure Procedures:

    • New Companies: From July 1, 2025, all new companies must include a list of their identified UBOs as a mandatory component of their initial ERC application dossier. 

    • Existing Companies: Companies established before this date are required to declare their UBO information the next time they file for any amendment to their business registration information (e.g., changing an address or legal representative).

    • Ongoing Obligation: The duty is continuous. Companies must notify the business registration authority of any changes to their UBOs within 10 working days of the change occurring. This information must be archived for at least five years after the company is dissolved. 

  • Strategic Implications: The UBO disclosure requirement represents a significant challenge to traditional investment structures that have relied on opacity. The explicit mandate to identify the ultimate individual controller, combined with the government's unrestricted access to this data for enforcement purposes, effectively undermines the viability of "disguised" ownership or nominee arrangements. Such structures have often been used to navigate foreign ownership limits in restricted sectors. Investors utilising complex offshore vehicles or informal nominee agreements now face a much higher risk of scrutiny and potential regulatory action.

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, 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 digitisation 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.

Strategic Recommendations and Outlook

Navigating Vietnam's modernised but more complex investment landscape requires proactive planning and a deep understanding of the new compliance imperatives. The following recommendations are designed to help prospective investors mitigate risks and capitalise on the opportunities presented by the post-July 2025 framework.

Compliance Checklist for New Investors Post-July 2025

A systematic approach is essential. Investors should follow a clear checklist:

  1. Pre-Investment Due Diligence:

    • Conduct rigorous internal due diligence to identify every Ultimate Beneficial Owner (UBO) according to both the 25% ownership and the control tests.

    • Thoroughly vet the chosen business sector against Vietnam's list of conditional business lines and relevant FTA commitments (CPTPP/EVFTA) to confirm market access and foreign ownership limits.

  2. Document Preparation:

    • Initiate the consular legalisation process for all required foreign corporate documents as early as possible, as this is often the most time-consuming step.

    • Ensure the financial capacity proof is robust and clearly demonstrates the ability to fund the proposed charter capital.

  3. Licensing Phase:

    • Submit a complete and meticulously prepared IRC application to minimise requests for clarification from the authorities.

    • Upon receiving the IRC, immediately prepare and file the ERC application, including the mandatory new list of UBOs.

  4. Immediate Post-Licensing Actions (First 90 Days):

    • Carve the company seal and open the Direct Investment Capital Account (DICA) and a local currency current account.

    • Ensure the foreign legal representative applies for their Temporary Residence Card (TRC) immediately upon arrival.

    • As soon as the TRC is issued, the legal representative must complete the in-person registration for their personal Level 2 VNeID account.

    • Use the newly acquired personal Level 2 VNeID to register the company's mandatory corporate e-ID account.

    • Transfer the full charter capital into the DICA well before the 90-day deadline.

    • Complete initial tax, labour, and insurance registrations.

Mitigating Risks in the New Regulatory Framework

  • VNeID Risk Mitigation: The most acute short-term risk is operational paralysis due to delays in VNeID registration for a foreign legal representative. To mitigate this, companies should consider appointing a trusted Vietnamese national as a second legal representative during the initial establishment phase. This allows the company to register its corporate e-ID immediately using the Vietnamese representative's existing VNeID, ensuring that critical functions like tax filing can proceed without delay while the foreign representative completes their registration process.

  • UBO Compliance Risk: For investors with complex, multi-layered ownership structures (e.g., private equity funds, trusts), it is crucial to seek a formal legal opinion to accurately identify all individuals who meet the UBO criteria under Vietnamese law. Given the government's clear intent, the use of nominee shareholding structures, particularly in sectors with foreign ownership restrictions, should be avoided as they now carry a significant risk of being deemed non-compliant.

  • Capital Contribution Risk: The 90-day capital contribution deadline should be treated as absolute. Investors must account for potential delays in international bank transfers and ensure funds are dispatched with ample time to meet the deadline.

Maximising Opportunities from New High-Tech Incentives

For investors operating in prioritised sectors like semiconductors, AI, data centres, or other innovative technologies, the new laws offer unprecedented opportunities.

  • To qualify for special incentives, investment proposals should be explicitly structured to meet the qualifying criteria, such as the VND 6,000 billion capital threshold and the five-year disbursement plan.

  • Investors in these fields should actively leverage the new "fast-track" provision that allows for the establishment of the legal entity before the IRC is granted. This can significantly accelerate project timelines, allowing for earlier hiring, contracting, and operational setup.

Concluding Analysis: Vietnam's Trajectory as a Premier FDI Destination

The legislative changes of 2025 mark a clear maturation in Vietnam's approach to foreign investment. The new landscape can be characterized by a policy of "strategic friction." The government is intentionally increasing the compliance and transparency requirements to create friction for low-value, non-transparent, or technologically lagging investments. Simultaneously, it is removing friction and rolling out the red carpet for the high-quality, strategic FDI it seeks to attract.

Vietnam remains a premier destination for foreign investment, but the rules of engagement have changed. The successful investor in this new era will no longer be the one who simply brings capital, but the one who brings a commitment to high standards of corporate governance, technological advancement, and regulatory compliance. Success will be defined by the ability to prioritise robust legal frameworks from day one, to understand and align with the government's strategic economic goals, and to possess the sophistication required to operate effectively in a more digitised, transparent, and demanding administrative environment.

The Cost of Setting Up a Company in Vietnam

Establishing a business in Vietnam involves a range of fees and expenses, from company formation to ongoing operations. Let's examine the various cost components in detail:

Vietnam Company Formation Fees

The initial cost of setting up a company in Vietnam can range from $499, with the entire process typically completed within 10 working days. This fee includes the company formation, ensuring a 100% success rate, and providing dedicated support around the clock.

It's important to note that there are no renewal fees for companies incorporated in Vietnam, as long as clients submit the necessary Tax Return forms. One IBC, a service provider, can assist clients with the Tax Return process and provide a Financial Officer for their Vietnam companies, with the option to replace the Financial Officer in the future.

Financial Officer

Every Vietnamese company is required to appoint a Chief Accountant when it is established. One IBC can provide clients with a Financial Officer for their companies, and this position can be replaced by another employee in the future. The service fee for the Representative Chief Accountant is $300.

Business License Fees

Depending on the business field, companies in Vietnam must obtain at least one of the following licenses, each with its own associated costs:

  • Service Company: $1,500
  • Trading Company: Import and Export: $1,800
  • Trading Company: Distribution: $2,200
  • Manufacturing: $2,700
  • Construction: $3,200
  • Conditional Industry: $4,000

Open Bank Account Service Fees

In addition to the company formation and licensing costs, there are also fees associated with opening a bank account for the business. These fees can vary depending on the specific bank and the services required.

Tax, Accounting, and Auditing Service Fees

To ensure compliance with Vietnam's tax regulations, companies may opt for various accounting and auditing services. One IBC offers the following packages:

  • Package 1: File tax report monthly/quarterly - $25/month (for 10-20 invoices/month)
  • Package 2: Comprehensive tax reporting and accounting - $50 (for 10-30 invoices/month), $65/month (for under 50 invoices/month)
  • Package 3: Prepare a balance sheet - $200

The specific needs and requirements of the business will determine the appropriate accounting and auditing package.

Nominee Service Fees

Vietnam's legal framework allows for the use of nominee services, which can provide an extra layer of protection and confidentiality for business owners. One IBC offers a range of nominee services, including:

  • Nominee shareholder: $899 per annum
  • Nominee director: $899 per annum
  • Power of attorney (POA) documents: $649
  • Power of attorney with certification by a public notary: $779
  • Declaration of trust (DOT): $649
  • Declaration of trust (DOT) with certification by public notary: $779
  • Power of attorney (POA) with apostille documents: $899
  • Courier fee: $150

It's important to note that the use of nominee services may require certification by a public notary or an apostille, depending on the specific requirements of the target jurisdiction, such as Hong Kong, the United Kingdom, or Singapore.

Serviced Office Fees

For businesses seeking a professional and hassle-free office setup, Vietnam offers various serviced office options, including:

# Virtual Office

  • 3 months: $50/month
  • 6 months: $50/month
  • 12 months: $50/month
  • Service Retainer: 2 unit price

# Dedicated Office Plan

  • 3 months: $399/month/seat
  • 6 months: $369/month/seat
  • 12 months: $329/month/seat
  • Service Retainer: 2 unit price

# Co-Working Plan

  • Day pass: $29/person/day
  • Visitor: $135/person/5 days
  • Common: $499/person/month

# Meeting Room

  • 1 hour: $79
  • Half day: $159

Merchant Account Fee

One IBC also offers a merchant account application service for businesses looking to accept online payments, with a fee of $99.

Company Renewal Fee

Interestingly, there is no company renewal fee for businesses incorporated in Vietnam, as long as they submit the necessary Tax Return forms. One IBC can assist clients with the Tax Return process, ensuring a seamless continuation of operations.

Top Highly Profitable Business Ideas In Vietnam For Small And Medium Businesses

Vietnam's dynamic and rapidly growing economy offers a wealth of opportunities for small and medium-sized businesses. From traditional brick-and-mortar ventures to innovative online enterprises, the country's diverse business landscape presents a multitude of profitable possibilities. Let's explore some of the most promising small business ideas in Vietnam:

Traditional Business (Offline)

1. Building Materials (Most Area, Better In The Countryside For More Space)

The construction industry in Vietnam is booming, driven by rapid urbanisation and infrastructure development. Small businesses specialising in the sale of building materials, such as cement, steel, tiles, and plumbing supplies, can capitalise on this growing demand, particularly in the countryside where land is more readily available for storage and distribution.

2. Medical Equipment (Most Area, Better In The Cities)

As the Vietnamese population becomes more health-conscious and the country's healthcare system continues to evolve, there is a rising demand for quality medical equipment and supplies. Small businesses that can source and distribute these products, especially in the major cities where healthcare facilities are concentrated, can find success.

3. Technology Products (In The City)

The increasing adoption of technology and digital solutions in Vietnam has created a strong market for consumer electronics, IT hardware, and software products. Small businesses that can identify and cater to the specific needs of Vietnamese consumers, particularly in urban areas, can thrive in this sector.

4. Electronic Equipment (In The City)

Similar to the technology products sector, the demand for electronic equipment, such as home appliances, audio-visual systems, and smart devices, is growing rapidly in Vietnam's urban centres. Small businesses that can source high-quality products and provide reliable after-sales support can secure a solid customer base.

5. Export-Import Business (Most Area)

Vietnam's strategic location and its participation in various free trade agreements make it an attractive hub for import and export activities. Small businesses that can identify lucrative product categories, establish reliable supply chains, and navigate the regulatory landscape can find success in the export-import business.

6. Sale Spare Parts And Accessories For Cars And Motorbikes (Most Area)

Vietnam has a large and growing fleet of vehicles, both cars and motorbikes, creating a steady demand for spare parts and accessories. Small businesses that can source quality products, maintain efficient distribution networks, and provide excellent customer service can tap into this thriving market.

7. Pharmacy (Most Area)

As the Vietnamese population becomes more health-conscious and the government focuses on improving healthcare access, the pharmacy industry presents a promising opportunity for small businesses. Establishing a well-stocked and professionally managed pharmacy, especially in underserved areas, can be a highly profitable venture.

8. Finance Consultant (In The City)

The growing complexity of financial regulations, investment options, and wealth management strategies in Vietnam has led to an increased demand for professional financial consulting services. Small businesses that can provide expert advice and tailored solutions to individual and corporate clients, particularly in urban areas, can thrive in this domain.

9. Real Estate Broker (Most Area)

The real estate market in Vietnam has been experiencing steady growth, driven by urbanisation, rising incomes, and a growing middle class. Small businesses that can offer reliable real estate brokerage services, such as property listings, transaction facilitation, and investment advisory, can capitalise on this thriving industry.

10. Yoga Training Course (In The City)

The popularity of yoga and other wellness practices is on the rise in Vietnam, particularly among the urban middle class. Small businesses that can offer high-quality yoga instruction, tailored programs, and a welcoming studio environment can attract a loyal clientele in the country's major cities.

11. Agricultural Materials (In The Countryside)

Vietnam's agricultural sector is a significant contributor to the country's economy, and the demand for quality farming supplies, such as seeds, fertilisers, and equipment, remains strong, especially in the countryside. Small businesses that can source and distribute these essential materials can find success in this market.

12. Fertiliser Import Business (In The Countryside)

Building on the agricultural materials sector, the fertiliser import business can be a highly profitable venture, particularly in the rural areas of Vietnam, where farming is a dominant economic activity. Small businesses that can establish reliable supply chains and distribution networks can tap into this lucrative market.

13. Bonsai Business (Most Area)

Bonsai, the art of growing miniature trees, is deeply rooted in Vietnamese culture and has gained popularity both domestically and internationally. Small businesses that can cultivate and sell high-quality bonsai plants, as well as provide related products and services, can find success across various regions in Vietnam.

14. Poultry Farming (In The Countryside)

Vietnam's large and growing population, coupled with a rising demand for protein-rich foods, presents an opportunity for small businesses to venture into poultry farming. By leveraging the country's abundant farmland and favourable climate, small-scale poultry farms can be a profitable endeavour, especially in rural areas.

15. Clean Fish Farming (In The Countryside)

Similar to poultry farming, the demand for fresh, high-quality seafood in Vietnam is on the rise. Small businesses that can establish clean fish farming operations, adhering to strict food safety and environmental standards, can tap into this lucrative market, particularly in the countryside where land and water resources are more readily available.

16. Farm-Stay/ Home-Stay Business (In The Countryside)

As Vietnam's tourism industry continues to grow, there is an increasing interest in experiential travel and eco-tourism. Small businesses that can offer authentic farm-stay or home-stay experiences in rural areas can capitalise on this trend, providing visitors with a unique opportunity to immerse themselves in the country's rich agricultural heritage and natural beauty.

17. Language Centre ( Most Areas, Cities)

With Vietnam's growing integration into the global economy and the increasing demand for foreign language skills, small businesses that can provide high-quality language instruction, particularly in English, can find success in both urban and rural areas.

18. Advertising And Printing Business (Most Area)

The rise of small and medium-sized enterprises in Vietnam has led to a growing demand for advertising and printing services. Small businesses that can offer a range of solutions, from graphic design to large-format printing, can cater to the marketing and branding needs of local companies across various regions.

19. Food Processing Business/ Food Ingredients Business (Most Area)

Vietnam's rapidly expanding food and beverage industry presents opportunities for small businesses to enter the food processing or food ingredients sectors. By leveraging the country's agricultural resources and capitalising on the increasing demand for quality, value-added food products, these small businesses can thrive in both domestic and export markets.

20. Cosmetics Business (In The Cities)

As Vietnam's urban population becomes more affluent and beauty-conscious, the demand for high-quality cosmetic products continues to grow. Small businesses that can identify trending product categories, source reliable suppliers, and tailor their offerings to the preferences of Vietnamese consumers can find success in the country's major cities.

21. Sport Business / Football Business (Most Area)

The growing popularity of sports, particularly football (soccer), in Vietnam has created opportunities for small businesses to cater to the increasing demand for sporting goods, equipment, and related services. From speciality retail stores to sports training facilities, these ventures can be profitable across various regions.

22. Open a Construction Business (Most Area)

Vietnam's booming construction industry, driven by infrastructure development, urbanisation, and real estate growth, offers a lucrative opportunity for small businesses to provide specialised construction services, such as residential and commercial building projects, as well as infrastructure maintenance and repair.

23. Sanitary Ware Business (Most Area)

As Vietnam's housing and construction sectors continue to expand, the demand for high-quality sanitary ware, such as toilets, sinks, and bathroom fixtures, is on the rise. Small businesses that can source and distribute these products, catering to the preferences and budgets of Vietnamese consumers, can find success in this market.

24. Mechanical Equipment Business

The increasing industrialisation and automation of Vietnam's manufacturing sector have led to a growing demand for specialised mechanical equipment and machinery. Small businesses that can offer sales, installation, and maintenance services for these products can capitalise on this trend, particularly in industrial hubs and manufacturing centres.

25. Business Of Accounting And Auditing Services

Vietnam's rapidly evolving business landscape, coupled with the country's complex tax and regulatory environment, has created a strong demand for professional accounting and auditing services. Small businesses that can provide these services, including tax planning, financial reporting, and compliance assistance, can find a thriving market, especially in urban areas.

⭕ 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 do 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 ...

Consulting on the establishment of foreign-owned companies in Vietnam, consulting on the establishment of Vietnamese factories and consulting on industrial production, sourcing Vietnam, supporting business registration, accounting, and tax compliance through information intelligence, low-cost operational setup, HR & admin, government liaison services, director services, country representation/management services for M&A, and much more...
 

 

Legal Advice | LHD Law Firm

► Review the documents to be prepared, including LEGAL CONSULTATIONS (LAW, POLICY, TAXES, human resources...)

► After receiving the investment certificate, provide 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.

☑ 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)

→ Senior lawyer, LAW FIRM

Lawyer: Thanh Thuy (email: all@lhdfirm.com) 

Lawyer specialising in advising on setting up foreign capital companies in Ho Chi Minh City

  • She graduated with a master’s degree in commercial law from City Law University of Ho Chi Minh City.
  • Consultancy language: English and Vietnamese
  • She is one of the top 20 lawyers in Vietnam, highly rated by Legal500 and Hg.org → specialises in foreign investment, having realised more than 6800 projects in 15 years...

LHD Law Firm is here to support you through the company registration process in Vietnam with our expertise and knowledge of the regulations and laws involved. Contact us today for more information about business registration in Vietnam. We look forward to hearing from you. Thanks for reading! Contact us now > Free Quotation

FAQs

The answer is yes. As of 2018, foreigners are allowed to own businesses in Vietnam, with certain restrictions. Foreigners and foreign-owned businesses are subject to a number of regulations and fees, so it's important to understand them before you begin the business registration process.

The business registration process for starting a business in Vietnam as a foreigner is not overly complicated, but it does require knowledge of Vietnamese business laws and regulations. You’ll need to have a clear business plan and understand the different types of businesses you can register in Vietnam. You should also be familiar with the required documents and fees associated with business registration in Vietnam.

Finally, you’ll need to know the Vietnam business registration number format and how to check company registration in Vietnam. It is important to ensure that all business information is accurate, as mistakes can cause delays or even lead to business closure.

Establishing a presence in Vietnam provides foreign entities with numerous options for setting up their business, such as forming a Limited Liability Company (LLC) with one or more members, developing a Joint Stock Company, creating a Partnership, constituting a Branch Office, and/or opening Representative Offices. Additionally, investors can also contribute capital to existing local companies by purchasing shares/stakes in the organization.

The required documents depend on the type of business and whether it is owned by foreign investors. Generally, you will need the following documents when registering your business in Vietnam: enterprise registration application form; Company’s Charter; list of founding shareholders; list of shareholders that are foreign nationals; business registration or equivalent documents; certified copy of the granted investment registration certificate; and authorization letter for LHD Law Firm.

Comment

Griv patel
notarygovind@gmail.com
To start business registration
Sanjay Chouhan
sanjaychouhan0291@gmail.com
I wish to start a Consulting services company in Vietnam rendering services related to Architectural services, Real Estate Valuation services and Vaastu Consulting services. Please help and guide me.
Zalekha Binte Yousoff
amateurgardenerz@gmail.com
Small food business set up
Pukhraj Lakhara
pukhrajlakhara@icloud.com
I want to do business in Vietnam, what do I need to do?
Suyog Rasal
info.padmayog@gmail.com
Want to register company in Vietnam. Technology (IT) + Agro-products trading. Contact number : +91 7020 31 6037

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