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.
Vietnam has become one of Southeast Asia’s fastest-growing destinations for foreign direct investment (FDI). With competitive labor costs, strategic trade agreements, and a rapidly expanding consumer market, many foreign investors are now choosing Vietnam as their regional business hub.
However, company registration in Vietnam involves multiple legal procedures, investment approvals, and post-licensing compliance obligations that can be challenging without proper guidance.
This guide explains the complete process of setting up a company in Vietnam in 2026, including legal requirements, investment conditions, costs, timelines, and compliance obligations for foreign investors.
Vietnam continues attracting international businesses due to several key advantages:
Common sectors for foreign investment include:
Yes. Foreign individuals and foreign companies can legally establish and own companies in Vietnam.
Depending on the business sector, foreign ownership may be:
Before incorporation, investors must verify whether the intended business line is:
The LLC is the most common structure for foreign investors.
Best for:
A Joint Stock Company is suitable for larger investments.
Best for:
Representative offices cannot conduct direct profit-generating activities.
They may:
Best for:
Vietnam classifies business activities under the Vietnamese Standard Industrial Classification (VSIC) system.
You must determine:
Common conditional sectors include:
Choosing the wrong business code can delay approval significantly.
| No | Filename | Amount | Notarization in foreign countries | Request for consular legalisation | Made in Vietnam |
| 1. | Certificate of establishment / Business license for institutional investor
A passport/identity card for investors is 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 |
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.
For most foreign-owned companies, obtaining an Investment Registration Certificate (IRC) is mandatory.
The IRC contains:
Typical documents include:
Normally:
However, conditional sectors may require longer review periods.
After obtaining the IRC, investors must register the enterprise entity itself.
The Enterprise Registration Certificate (ERC) officially establishes the company.
The ERC includes:
Usually:
After obtaining the ERC:
The company must:
This step is mandatory under Vietnamese enterprise law.
Foreign-owned companies must open:
The DICA is used for:
Failure to use the correct investment account may create future compliance risks.
Investors must contribute charter capital within:
Capital can be contributed via:
Late contribution may trigger administrative penalties.
After incorporation, the company must complete:
Key taxes in Vietnam include:
| Tax Type | Standard Rate |
|---|---|
| Corporate Income Tax | 20% |
| VAT | 0%, 5%, or 10% |
| Personal Income Tax | Progressive |
| Foreign Contractor Tax | Variable |
Many investors underestimate post-licensing obligations.
Vietnamese companies must maintain:
Non-compliance can result in:
Average timeline:
| Procedure | Estimated Time |
|---|---|
| IRC Application | 15–30 working days |
| ERC Application | 3–7 working days |
| Bank & Tax Setup | 5–10 working days |
| Total | 25–45 working days |
Conditional industries may require additional approvals.
Costs vary depending on:
Typical costs include:
Foreign investors should also budget for:
Vietnam generally does not impose fixed minimum capital requirements for most sectors.
However, authorities assess whether the proposed capital is:
Certain industries require statutory capital, such as:
Many foreign investors fail to verify WTO restrictions before applying.
This can lead to:
Some business sectors require physical commercial offices.
Improper office arrangements may cause:
Vietnam requires ongoing:
Ignoring compliance obligations creates long-term legal exposure.
Foreign capital must generally be transferred through the correct investment capital account.
Improper transfers may complicate:
Vietnam offers investment incentives in:
Incentives may include:
Not always.
Many sectors allow:
However, some industries require:
Examples may include:
The specific needs and requirements of the business will determine the appropriate accounting and auditing package.
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.
❤️ 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 ...
Meet with an attorney. We get legal advice on the type of business best suited to your situation.
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.
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.
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 reports, and insurance payments.
(In addition to legal advice, we also provide accounting services for companies with foreign capital for these companies)
Lawyer: Thanh Thuy (email: all@lhdfirm.com)
Lawyer specialising in advising on setting up foreign capital companies in Ho Chi Minh City
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
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.
Guidance: Explain that there's no legal minimum for most sectors, but a 'reasonable' amount (e.g., USD 10,000 for service companies) is often recommended by authorities to cover initial operational expenses.
Guidance: Provide a clear timeline, distinguishing between IRC (15 working days) and ERC (3 working days), and the overall estimated duration (e.g., 3-4 months) for a fully foreign-owned entity.
Guidance: Summarize the main cost categories: company formation fees, legal capital (if applicable), bank account fees, and initial tax/accounting service fees, with approximate ranges.
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