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.
Discover how to set up a Company in Vietnam, a step-by-step guide - Cost of starting a business in Vietnam (setting up an LLC, setting up a wholly foreign-owned entity, Joint venture, public limited company, branch or representative office) LHD Law Firm advice
Vietnam company setup step-by-step process
Setting up a company in Vietnam has become an increasingly attractive option for foreign investors seeking to tap into one of Southeast Asia's fastest-growing economies. With its strategic location, young workforce, and favourable trade agreements, Vietnam offers a wealth of opportunities for businesses in sectors like manufacturing, IT, and retail. However, the process of setting up a company in Vietnam requires careful navigation of legal, financial, and administrative hurdles to ensure compliance and long-term success. This guide provides a comprehensive overview, drawing from key requirements, procedures, and costs, to help you make informed decisions and avoid common pitfalls.
Issues you care?
☑ What is the yearly tax rate? What is the rate of income tax on your business? ☑ Is there a special certificate for your next business license company? ☑ How long does it take to complete the licensing process? ☑ Are there any legal requirements of Vietnam in the ownership of your company? ☑ How to transfer money abroad from Vietnam? How much is the fee, and how does it work according to the laws of Vietnam? ☑ As with any investment incentives for your business? ☑ How do we take care of the financial statements monthly and yearly? ☑ How do Vietnam laws work in any trade dispute?
LHD Law Firm with 15 years of experience advising foreign investors in Vietnam . We will give you advice, clarify all your concerns and take care of your company license. Moreover, the LHD can help you with financial statements, showing the Government of Vietnam and track your business activities and is always around to advise your business.
⭕ Set Up Company in Vietnam (advised by LHD Law Firm)
1. Pre-Investment Approval (If Required):
Determine if your business activity requires pre-investment approval from the Provincial People's Committee
2. Investment Registration Certificate (IRC):
Register your investment undertaking with the Provincial People's Committee.
Apply for the Investment Registration Certificate (IRC).
3. Enterprise Registration Certificate (ERC):
Apply for the Enterprise Registration Certificate (ERC).
Here is a detailed inspection of the specific procedure:
Selecting a Suitable Business Structure: Foreign entities possess several choices, including forming a Limited Liability entity, a Joint Stock Corporation, or a formal Partnership structure.
Submitting Application for Investment Registration Certificate: This represents initial crucial action for the foreign investors, most notably individuals establishing some new legal operating entity.
Acquiring and Validating Physical Business Address: A legitimate physical location is required for legitimate company registration.
Successfully Obtaining an Enterprise Registration Certificate: This certificate officially validates a business's formal legal existence within Vietnam.
Establishing an Official Company Banking Account: Foreign-owned businesses must maintain several banking accounts.
Guaranteeing Compliance with Post-Incorporation Requirements: This addresses tax responsibilities, stringent reporting demands, alongside potential industry specifications.
Requesting Necessary Additional Licenses/Permits (if applicable): Defined business sectors might necessitate individual specialized licenses or official permits in addition.
Securing Work Permits (if specifically applicable): Foreign investors working within their firm may require procuring Vietnamese job permits.
Important Considerations:
Specific Industry Related Restrictions: Some economic sectors have limitations or require specifications, such as requiring a domestic partner or Economic Needs Test.
Mandatory Minimum Capital Investment Requirements: Even though most firms lack prescribed minimum capital demands, Vietnamese regulatory agencies might require particular investment amounts, depending on the corporation form and sector.
Concerning Real Estate Operations: Foreign nationals can lease land resources for a fifty-year duration, bearing potential for a long-term formal extension agreement.
Composing a Detailed Business Plan: A meticulously structured enterprise plan is an essential demonstration of a venture's inherent potential.
Foreign investment consulting is the professional consulting segment of LHD Firm. Over 15 years of work, we have completed legal work for more than 6,800 projects for businesses and individuals from 32 countries worldwide.
LHD Law Firm is rated in the top 10 leading law firms in Vietnam in terms of consulting on setting up foreign capital companies in Vietnam, ranked at Legal500 and Hg.org.
Advising on conditions for establishing foreign-invested companies for investors according to specific business fields or investors' nationality;
Consulting on selecting the correct type of company for investors: Limited liability company or Joint-stock company, head office address, capital, business lines, opening a capital transfer account, capital contribution term, etc
Guide investors to prepare the necessary documents to establish a foreign-invested company;
Consulting and drafting company establishment documents for investors;
Representing investors to work with competent Vietnamese state agencies in the process of establishing businesses for investors
Apply for a foreign loan for a business to borrow from a parent company or a foreign organisation.
Exhaustive advice on activities arising from doing business in Vietnam for investors.
With experience and a professional service attitude, LHD Law Firm is committed to satisfying foreign investors in Vietnam.
☖ Legal Advice for Vietnam Company Set Up | LHD Law Firm
► Review the documents to be prepared, including LEGAL CONSULTATIONS (LAW, POLICY, TAXES, and human resources).
► After receiving the investment certificate, receive 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
►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 - Set up company in Vietnam
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)
☑ 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...
YOU ONLY NEED TO PREPARE YOUR FINANCIAL AND BUSINESS STRATEGY; WE WILL SUPPORT YOU WITH A COMPLETE PLAN AND LEGAL WORK IN VIETNAM
To seek further advice or request service to set up a company in Vietnam, contact us at: ☑: all@lhdfirm.com
→ Senior lawyer
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...
5 FAQS - Can foreigners set up companies in Vietnam?
Navigating the complexities of setting up a business as a foreigner in Vietnam can raise many questions. To help clarify common concerns, here are five frequently asked questions along with detailed insights.
1. What are the main legal requirements for foreigners to establish a company in Vietnam?
Establishing a company involves several legal steps: choosing the appropriate business form, preparing requisite documentation (passport copies, investment plans, financial statements), registering with the Department of Planning and Investment, and obtaining necessary licenses.
Foreign investors must also comply with sector-specific regulations, especially if operating in restricted or conditional industries. Hiring local legal advisors is crucial to ensure all documents meet Vietnamese standards and registration procedures are completed smoothly.
2. Are there restrictions on foreign ownership in Vietnam?
Yes, while Vietnam encourages foreign investment, some sectors have ownership caps or require joint ventures with local partners. For instance, sectors such as retail, real estate, and media often involve restrictions or licensing conditions.
However, recent reforms and FTAS have gradually eased these restrictions, especially within free trade zones and for certain strategic industries. In many cases, foreigners can establish 100% owned companies, provided they operate in open sectors.
3. How long does it take to set up a company as a foreigner?
The registration timeline can vary depending on sector complexity and jurisdictional factors. Typically, it takes about 15-30 working days to submit complete documentation to the competent authority.
Delays might occur if additional licenses are required or if the application faces bureaucratic hurdles. Employing experienced legal professionals familiar with Vietnam’s administrative processes can significantly expedite the procedure.
4. What are the tax implications for foreign-owned companies?
Foreign companies in Vietnam are subject to standard corporate income tax (CIT) rates—currently 20%. Additionally, depending on business activities, Value-Added Tax (VAT), personal income tax (PIT), and other local taxes may apply.
Vietnam offers attractive tax incentives for certain sectors and regions, such as tax holidays or reduced rates for high-tech industries and investment zones. Proper tax planning and compliance with local regulations are critical to optimise profitability and avoid penalties.
5. Can foreigners own land in Vietnam?
Ownership of land in Vietnam is strictly regulated. Foreign investors cannot hold land titles directly but can acquire land-use rights through long-term leases or specific arrangements authorized by law.
Land-use rights are transferrable and can be leased for 50 years or longer, depending on the project. Utilising these rights appropriately and understanding the land law framework is essential for real estate or infrastructure projects.
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