How To Register Company In Vietnam As A Foreigners [Best advice]

Set up Company in Vietnam: A Guide for Foreign Investors

Vietnam’s rapidly growing economy and favorable business environment make it an attractive destination for foreign investment. In recent years Vietnam has liberalized many sectors and offers numerous incentives to new companies. The government allows 100% foreign ownership in most industries, and international trade agreements (e.g. CPTPP, EVFTA) further boost market access. Foreign investors should nonetheless conduct careful planning, since companies may only operate in the specific business lines registered. This guide outlines the key structures, steps, documents, and compliance requirements for setting up a company in Vietnam.

Types of Legal Entities

Foreign investors can choose among several corporate structures in Vietnam:

• Limited Liability Company (LLC): The most common form for foreign-owned businesses. An LLC can have one or multiple members (owners), allows 100% foreign ownership in most sectors, and typically has simpler governance (no requirement for a formal board). This structure offers flexibility for SMEs and joint ventures alike.
• Joint Stock Company (JSC): Suitable for larger ventures planning to raise capital or list on the stock exchange. A JSC requires at least three shareholders. Like an LLC, a JSC can be 100% foreign-owned in many lines, but its more complex governance (board of management, board of directors) may appeal to investors seeking broader financing options.
• Representative Office: A foreign company’s liaison office in Vietnam. A rep office cannot undertake profit-making activities; it may only conduct market research or promote the parent company’s business. It is 100% foreign-owned (no local partner needed) and is managed by a chief representative. This form is useful for testing the market before a full company launch.
• Business Cooperation Contract (BCC) or Joint Venture: In sectors where full foreign ownership is restricted, investors often form a contractual partnership or joint venture with a Vietnamese partner. A BCC is not a standalone legal entity but an investment arrangement regulated by contract. Joint ventures (with registered companies) require local equity participation but allow foreign investors to operate in areas where solo investment is limited.
• Branch Office: Less common for investors, a branch is an extension of a foreign company (with no separate legal entity). It can engage in business activities similar to the parent, but branching is only allowed in limited cases (e.g. finance, banking), and the parent company must hold at least 51% equity.

In practice, most new foreign investments are structured as LLCs or JSCs. Choosing the right entity depends on ownership goals, management needs, and planned activities. (For example, a small import/export business may prefer an LLC, whereas a large industrial project might opt for a JSC or joint venture.) An expert advisor can help select the best structure for your venture.

Step-by-Step Registration Procedure

Establishing a foreign-owned company in Vietnam involves two main licensing stages, followed by post-registration formalities. Below is a high-level sequence of steps:

1. Document Preparation (Pre-application): Gather key documents before applying. This includes a valid lease or rental agreement (or pre-lease letter) for your registered office, a bank statement or capital verification letter showing sufficient investment funds, and notarized legal documents of the foreign investor (e.g. incorporation certificate, charter, shareholder resolutions). Ensure all foreign documents are properly legalized or apostilled.
2. Investment Registration Certificate (IRC): Submit an application for an IRC to the local Department of Planning and Investment (DPI). This formalizes your investment project (including total investment capital and intended business lines). For projects in special economic zones or industrial parks, the park management authority may handle the filing. The statutory review time is typically 15–20 business days (roughly 3 calendar weeks). Upon approval, the DPI issues an IRC, allowing you to proceed with company incorporation.
3. Enterprise Registration Certificate (ERC): Next, apply for an ERC with the same DPI (or its Business Registration Office). This is the company’s official license (similar to an incorporation certificate) and records the enterprise’s charter and ownership structure. The ERC application usually takes 3–5 working days once lodged, after which the company exists legally. The basic company information will be published on the National Enterprise Registration Portal.
4. Initial Post-Registration Procedures: After obtaining the ERC, complete mandatory post-licensing tasks These include:
5. Public Announcement: File a notice of the new company’s establishment on the national portal (the fee is small, around VND 100,000 per announcement
6. Company Seal: Order and engrave the official company seal (cost roughly VND 300,000–500,000). (Vietnamese law no longer requires seal registration, but stamps are still widely used.)
7. Appointment of Management: Draft and issue the decision appointing the company’s General Director (or Director) and any other board members as needed.
8. Tax Registration: Obtain a tax code (the ERC also serves as the tax registration certificate). Register for VAT and corporate income tax, and determine the VAT accounting method with the tax office.
9. Social Insurance and Labor: Register the company and its employees with the social insurance authority (to comply with insurance and health coverage rules) and prepare labor policies if hiring staff
10. Bank Account: Open a local corporate bank account and notify the tax department of the account details (in practice, almost all companies do this to facilitate online tax payments)
    These actions are generally completed within 1–2 weeks of receiving the ERC
11. Additional Licenses (if required): Depending on your business lines, you may need special licenses or permits after company formation. For example, manufacturing, import-export, food safety, healthcare services, or construction typically require sector-specific certificates. Consult the regulatory requirements for your industry and apply for any sub-licenses promptly.
12. Capital Contribution: The company’s charter capital (paid-in capital) must be contributed by the members/shareholders. By law, 100% of the charter capital declared on the ERC must be deposited within 90 days of ERC issuance. (For projects requiring an IRC, the total investment capital declared in the IRC includes the charter capital plus any foreign or internal loans.) Ensure you transfer funds to Vietnam (if needed) and complete capital subscription on time.

Overall, a straightforward LLC registration can be completed in about 4–6 weeks from start to finish, assuming documents are in order and no unusual delays occur. Complex projects or cases needing additional licensing may take longer.

Required Documents and Compliance

Key documents and requirements for a foreign-invested enterprise include:

• Investor Documentation:
• If the investor is a company: Notarized/legalized copies of the certificate of incorporation, company extract (director(s) and registered address), charter (and any amendments)
• If the investor is an individual: Copy of passport (or national ID) of the investor.
• Legal Representative Details: Passport or ID for the legal representative(s) of the new company. (At least one legal representative must ordinarily reside in Vietnam, though any nationality may hold the post.)
• Lease Agreement: A valid lease or land-use certificate for the company’s registered office. This is required to prove a physical address for your business.
• Proof of Capital/Funds: A recent bank statement or official confirmation letter showing that the investor has sufficient funds to meet the declared investment capital. This amount must at least equal the charter capital declared.
• Other Declarations: Depending on the project, you may need a project proposal or feasibility report (often for investment certificate applications), and declaration of sources of capital. All foreign documents must be legalized/apostilled and translated into Vietnamese.

Compliance requirements include:
- Registered Business Lines: The company may only conduct the specific business activities listed in its ERC (and IRC). Activities outside the approved lines are not permitted. Ensure that the chosen business lines accurately reflect your planned operations.
- Minimum Capital: Unlike some countries, Vietnam generally has no fixed minimum charter capital requirement for an LLC. However, some specialized sectors do impose minimum capital thresholds (e.g. finance, education). Also, the capital should be realistic for the planned scale of business.
- Legal Representative: Appoint at least one legal representative. If all representatives will travel, the company should appoint a deputy to act in Vietnam when needed
- Investment Restrictions: Verify that the intended business is allowed for foreign investment. Certain sectors are fully closed (e.g. military-related industries) or require a local partner (e.g. some segments of tourism, media, logistics). Regulated services (banking, accounting, healthcare, education, etc.) may have licensing conditions.

Meeting these document and regulatory criteria is critical to a smooth registration process. Working with local counsel or a corporate services provider can help ensure nothing is overlooked.

Estimated Timeline and Costs

• Timeline: The legal processing times (after filings) are roughly: IRC – 3 weeks; ERC – 3 days; Post-registration formalities – 1 week. In practice, allow about 4–6 weeks for all steps, including preparation and translations. More complex projects or multiple investors may take longer due to additional paperwork or approvals.
• Government Fees:

• Business Registration: As of 2025, Vietnam exempts companies from paying a registration fee for online filings
• Publication Fee: After ERC issuance, the company must announce its establishment on the national portal. This costs VND 100,000 (about USD 4)
• Company Seal: Ordering and engraving an official seal typically costs VND 300,000–500,000 (USD 12–20). (You may choose multiple seals for different uses.)
• Digital Signature Certificate: Required for electronic tax filing and e-invoicing. A three-year certificate is around VND 2–3 million (USD 80–120)
• Electronic Invoices: New companies must implement e-invoicing from July 2023. The software or service typically costs VND 2–3 million (USD 80–120) for an annual subscription

• Business License Tax: Under current law, companies pay an annual license tax based on capital: 3,000,000 VND/year if capital >10 billion, or 2,000,000 VND/year if below 10 billion. Branches and rep offices pay 1,000,000 VND/year. However, the first year of operation is exempt, and this tax is slated for full abolition from 2026
• Service Costs: Outside providers (accountants, lawyers, registration agents) typically charge service fees on top of government fees. These vary by firm and the scope of services (e.g. drafting charters, translations, follow-up), so obtain a clear quote in advance. (Acclime and other firms offer fixed-fee packages or hourly rates for corporate registration.)

Overall, foreign investors should budget a few thousand USD for legal and consultancy fees in addition to the nominal state fees. Most of the official costs are minimal (the main cost is time and labor, not government charges).

Industry-Specific Restrictions and Conditions

Vietnam maintains a “negative list” of industries where foreign investment is limited or prohibited. Key points include:

• Prohibited Sectors: Some industries are off-limits. For example, investment in military manufacturing, currency printing, and certain security services is fully restricted to domestic investors.
• Conditional Sectors (Joint-Venture Required): Several sectors allow foreign participation only through a joint venture with a local partner. Examples include certain hospitality/tourism services, inland waterway transport, and adult education. In such cases, a foreign investor may hold a minority or capped equity share as specified by law
• Special License Requirements: Some regulated industries demand additional qualifications or licenses. For instance, foreign-owned real estate brokerages or accounting firms must meet professional accreditation standards. Wholesale and retail activities often require permits.
• Recent Reforms: Vietnam periodically updates restrictions. For example, the new Investment Law (effective 2021, amended 2024) has opened up several previously restricted fields (e.g. logistics, education) and simplified licensing. Nevertheless, foreign investors should always verify the current “conditional” or “restricted” lists with legal counsel.
• Trade Agreements: Vietnam’s commitments under WTO and free-trade agreements generally allow 100% foreign ownership in many new sectors (manufacturing, tech, renewable energy, etc.), but quotas or conditions remain in areas like banking, insurance, and telecommunications.

In summary, check whether your intended business activity appears on any restricted list. If it does, plan to partner with a Vietnamese entity or obtain the special sub-license needed. Consulting local experts is advisable to interpret the latest rules for your industry.

Post-Registration Compliance and Operations

Once the company is up and running, ongoing compliance is essential:

• Tax and Accounting: Set up proper accounting systems in line with Vietnam’s Accounting Law. Hire or appoint a qualified Chief Accountant. File monthly/quarterly VAT and withholding tax returns, and yearly corporate income tax returns. Small businesses may use simplified bookkeeping, but annual audited financial statements are mandatory for enterprises of a certain size.
• Social Insurance: For any hired employees, register them with the Vietnam Social Security agency. Monthly contributions for social insurance, health insurance, and unemployment insurance must be paid.
• Seal Management: Use your company seal on official documents and register the seal specimen with the police if you choose. While registration of seals is not compulsory, many companies still notify authorities of their seals.
• Banking: Maintain a Vietnamese corporate bank account. Banks typically impose a small minimum balance (e.g. VND 1,000,000 for VND accounts, or USD 50–100 for USD accounts). Update the tax office if you open new accounts
• Regulatory Permits: Ensure all required operating permits and safety certificates are obtained before commercial operations (e.g. construction permit, environmental license, liquor license, etc.). Operating without the requisite permit can incur fines or suspension.
• Annual Filings: File the annual business license tax (until it is abolished in 2026) and submit your Annual Report to the DPI. Update your company registration when any changes occur (e.g. director appointment, capital changes, address changes).
• Data and Labor Compliance: Adopt Vietnamese e-invoicing (mandatory from 2023). If you hire expatriates, secure the appropriate work permits and temporary residence cards for foreign employees. Implement mandatory labor regulations (work contracts, internal labor rules if you have 10+ employees, safety standards).
• Insurance and Benefits: Provide at least the statutory minimum social and health insurance to local staff, and other benefits as required by law (e.g. annual leave, severance for layoffs).

Properly handling these post-registration tasks ensures legal compliance and smooth daily operations. Vietnam’s authorities may inspect companies for compliance with tax, labor, and social insurance laws, so stay up to date with all filings and renewals. When in doubt, seek local professional advice: Vietnam’s legal and regulatory environment continues to evolve, and specialists can help navigate new e-government requirements, tax incentives, or compliance updates.

5. Choose LLc or Jsc business in Viet Nam [Types of Business in Vietnam]

✅ Set Up Company In Vietnam [Steps, Costs, and Requirements Explained] 

Step 1: Register the investment policy with the Provincial People's Committee

When a foreign investor enters Vietnam to invest in a project, he/she must follow the procedures to apply for an Investment Registration Certificate. However, before completing the procedures to apply for the Investment Registration Certificate, in some cases, the investor must register the investment policy with the Provincial People's Committee (The first process in setting up a foreign capital company)

☑ Application for registration of the establishment of a company with foreign investment

Individuals and legal entities can use the following legal documents to form a foreign investment company in Vietnam:

☑ An individual is a foreign investor

There are 3 kinds of important records for individuals

# Passport

# Head office lease agreement

# Confirm a bank with the same amount of capital as the investment share capital in Vietnam.

☑ Organization is a foreign investor

There are 5 types of records for organizations:

# Business registration certificate

# Operating charter of a foreign company (mergers and acquisitions)

→ Note. These two documents must be legalized at the consulate when returning to Vietnam for use.

# Profitable financial statements or bank confirmation equal to the amount of money intended for investment in Vietnam.

# Headquarters lease agreement in Vietnam

# Decision to appoint a legal representative of companies in Vietnam.

Above are the basic conditions for establishing a company with foreign participants.

☑ Time for setting up a company with foreign capital

For investment projects not subject to investment policy decision: 15-20 working days from receipt of complete dossier.

For investment projects subject to investment policy decision: 05 - 10 working days from receipt of investment policy decision

NOTE

☻ APPLICATION FOR THIS PROJECT POLICY IS ONLY FOR OTHER PROVINCES AND CITIES (EXCEPT FOR HO CHI MINH CITY AND HANOI DOES NOT APPLY)

☻ INVESTMENT LAW 2020, REQUIRES CONSULTATION WITH THE MINISTRY OF DEFENCE ON THE LOCATION OF THE COMPANY'S HEADQUARTERS (EXCEPT FOR THE FOREIGN INVESTOR'S OFFICE BUILDING)

Step 2: Issuance of Investment Registration Certificate [IRC]

• Business registration application form.
• Company Rules.
• List of founding shareholders and foreign investor shareholders (list of authorized representatives, if any)
• Copies of the following documents:
• Passports or other legal identity documents of participants who are individuals.
• Enterprise Registration Certificate (ERC)
• For a member who is a foreign entity, a copy of the Certificate of Business Registration or equivalent document must be legalized at the consulate.
• This step is very important in order to obtain the green paper (IRC) INVESTMENT CERTIFICATE (WHITE PAPER)

Step 3: Issuance of the Enterprise Registration Certificate [ERC]

• After receiving the political decision of the Provincial People's Committee, proceed to register the establishment of the company.
• This step includes REGISTRATION OF THE YELLOW BUSINESS CERTIFICATE (ERC)
• An ERC application has a 5-day deadline.

Step 4: Posting the application for the establishment of a foreign-invested company

After receiving a Certificate of Business Registration, a company must make a public announcement on the national business registration portal by the rules and pay the required fees.

The content to be announced includes the contents of the Certificate of Business Registration and the following information:

☑ Line of Business.

☑ List of Founding Shareholders and Foreign Investor Shareholders of Joint Stock Companies.

Implementing Agency: Business Registration Authority Reporting Unit

Step 5: Engrave the seal of the foreign enterprise

After obtaining the Certificate of Business Registration and posting the business incorporation application. The business engraves the seals at one of the licensed seal engraving sites. Enterprises determine the number and form of seals themselves, within the limits allowed by law.

Step 6: Open a bank account (payment account) and file a tax return for initial invoicing

1. Declaring and Paying License Fees Declare

The license fee is once at the beginning of the business activity by the fee payer, no later than the last day of the month of the beginning of the business activity.

In case the levy payer has just set up a business but has not yet commenced production and operation, he/she must declare the license fee within 30 days from the date of the business registration certificate or date of issue of the license fee to obtain investment registration and tax registration.

The deadline for payment of the license fee when starting a business is the last day of the deadline for filing the fee declaration file.

The license fee declaration file is the license fee declaration.

After coming into operation, the company shall pay the license fee annually by January 30 of each year.

2. Notification on the application of the method of calculation of Value Added Tax (VAT)  (Form 06/GTGT)

(Note on Form 06/GTGT dated May 11, 2017. Businesses are not required to file Form 06/GTGT to register and change their VAT calculation method. This is one of the provisions of Circular No. 93/2017 /TT-BTC dated 19.09.2017 of the Ministry of Finance).

There are two VAT calculation methods: the deduction method (using VAT invoices) and the direct method (using sale invoices).

To apply the deduction method, the company notifies the tax authority on Form 06/GTGT; the deadline for submitting Form 06/GTGT is before the deadline for filing the first tax return. Form 06/GTGT.

3. Notification of use of tax authority services (if any)

Taxpayers who perform tax procedures through tax agents must notify the direct management authority in writing, attaching a certified photocopy of the taxpayer's service agreement, within 05 business days before the tax agent performs tax procedures for the first time as specified in the agreement.

4. Register for a personal tax code

When paying wages to employees, businesses must deduct personal income tax and offer each employee a tax code (if employees do not have a tax code). Individuals who receive wage or salary income authorize the income unit to perform tax filing and dependent filing procedures with the Internal Revenue Service (IRS).

Step 7: Open a capital account and transfer money for capital contribution [This step is very important]

🔵 Provisions on capital accounts for foreign investors are spelt out in State Bank Circular 05/2014/TT-NHNN dated 03.12.2014 governing the opening and use of capital accounts for indirect investment for portfolio investment activities in Vietnam and Circular. 19/2014/TT-NHNN dated 08.11.2014 of the State Bank, Guidelines on Foreign Exchange Management for Foreign Direct Investments in Vietnam.

1.   The business establishes a CAPITAL ACCOUNT (Note which clearly states the Bank about the capital account)

2.   The capital contribution must be transferred to the CAPITAL ACCOUNT IN EFFECTIVE TIME AND FROM FOREIGN TO VIETNAM.

3.   Notify the Department of Planning and Investment that the COMPANY has paid the capital in full and on time (Avoid being fined)

★ LHD Law Firm - A reputable and professional Business consulting unit in Vietnam

In the process of investing and doing business in Vietnam, investors may face many difficulties in terms of legal, language, culture, and market. Owning a team of lawyers who are fluent in many languages, have international consulting experience, and have a deep understanding of Vietnamese law, LHD Law Firm can confidently guide and support clients in carrying out the entire investment procedure. invest, do business in Vietnam, and minimize possible legal risks.

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.

Senior lawyer at LHD Law Firm

Attorney: Ms.Thanh Thuy

• Email: all@lhdfirm.com
• Call, iMessage,  SMS, WhatsApp, Viber: +84931767568 

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

• She graduated with a master’s degree in Commercial Law - 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 → specializes in foreign investment, having realized more than 6800 projects in 16 years...

[TOYOTA, WACOAL, DELOITE, DLH, SHISEIDO, FOS, DLT, YAMAZEN, SANKOUGIKEN, TRIUMPH, CORELEV, SP GROUP, FINEX, FPT, ...]

⭕ We currently provide the following services

• 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 Vietnamese law and 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
• M&A advisory 
• Register trademark 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]

• Contract with LHD LAW FIRM to Set up a company in Vietnam [Ho Chi Minh, Ha Noi, Da Nang]
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