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Company Formation in Vietnam: The Complete Guide for Foreign Investors (2026)

A step-by-step guide to setting up a foreign-owned company in Vietnam, from entity selection through IRC and ERC to your first tax filing — written by operators who have done it, not consultants who advise on it.

By the Vietnam Business Networking team · Updated March 2026

Vietnam attracted over USD 39 billion in registered FDI capital in 2025 (Ministry of Planning and Investment, Foreign Investment Agency), continuing a decade-long trajectory that has made it one of the most active destinations for foreign business establishment in Southeast Asia. For founders, SME operators, and corporate teams evaluating where to incorporate, Vietnam offers a combination of full foreign ownership in most sectors, competitive operating costs, and access to 16 free trade agreements that few regional alternatives can match.

We write this from direct experience. The co-founders of POMI Travels have spent over three years living and building businesses on the ground in Vietnam, incorporating four separate entities across food and beverage, services, and trade. We have sat in DPI waiting rooms, navigated consular legalisation from Singapore, opened corporate bank accounts at Vietnamese banks that had never processed a foreign-invested company, and made the mistakes that taught us what actually matters versus what the standard guides repeat without scrutiny.

The process is manageable, but it demands precision. A single document error (the wrong legalisation, an expired bank statement, a residential address on the lease) can add weeks to your timeline. This guide walks through every step, every document, every cost, and every common mistake, so that you can incorporate with clarity and confidence rather than guesswork.

This guide is for informational purposes only and does not constitute legal, tax, or financial advice. Regulations in Vietnam change frequently, and provincial implementation may vary. Consult a qualified professional for advice specific to your situation.

Key Facts at a Glance

  • Most common entity type: Single-member LLC (100% foreign-owned)
  • Timeline: 6–10 weeks (standard); 3–4 months (conditional)
  • Total cost: USD 2,500–7,000 all-in
  • Key documents: Legalized passport, bank statement, lease contract
  • Capital deadline: 90 days from ERC issuance
  • Corporate tax: 20% standard; 10–17% incentives available

Why Foreign Companies Incorporate in Vietnam

Vietnam has moved from an emerging market curiosity to a serious contender for foreign business establishment. The reasons are structural, not speculative, and they extend well beyond low labour costs. Here are seven advantages that make Vietnam a compelling incorporation destination for foreign investors.

  1. 100% Foreign Ownership in Most Sectors

    Vietnam permits full foreign ownership across the majority of business activities. Unlike several ASEAN neighbours that mandate local partners or cap foreign equity at 49%, Vietnam's Investment Law allows foreigners to hold 100% of a limited liability company in any sector not explicitly restricted under WTO commitments. This is a genuine structural advantage. For IT services, consulting, manufacturing, trading, and dozens of other activities, you do not need a Vietnamese co-founder. That said, conditional and restricted sectors do exist, and understanding where your business activity falls is the single most important step before you begin.

  2. Competitive Operating and Labour Costs

    Vietnam's operating costs remain substantially below regional averages. Monthly office rent in Ho Chi Minh City's business districts runs USD 15-30 per square metre, roughly one-third of Singapore and half of Bangkok (Savills Vietnam, Q4 2025 market report). The statutory minimum wage ranges from VND 4.68 to 4.96 million per month depending on region (Decree 74/2024/ND-CP, effective July 2024), and skilled mid-level professionals in fields like accounting, engineering, and marketing typically earn USD 600-1,500 monthly (Robert Walters Vietnam Salary Survey 2025). These economics apply to everything from warehousing and manufacturing to white-collar operations, making Vietnam attractive not just for production but for building genuine operational teams.

  3. Extensive Free Trade Agreement Network

    Vietnam is a signatory to 16 free trade agreements (Ministry of Industry and Trade), more than almost any other country in Southeast Asia. The CPTPP provides preferential access to markets including Canada, Japan, Australia, and Mexico. The EVFTA eliminates tariffs on over 99% of goods traded with the European Union (European Commission, EVFTA summary). RCEP connects Vietnam to the broader Asia-Pacific trade bloc. For companies that export, these agreements translate to measurable tariff savings and simplified rules of origin. Incorporating in Vietnam allows your company to issue certificates of origin that unlock these preferential rates, a benefit you cannot access through a representative office alone.

  4. Young, Educated, and Growing Workforce

    Vietnam's population of approximately 100 million (General Statistics Office of Vietnam, 2025) has a median age of 31 years (CIA World Factbook, 2025 estimate). The country produces over 400,000 university graduates annually (Ministry of Education and Training), with particular strength in engineering, technology, and business fields. Literacy rates exceed 95% (UNESCO Institute for Statistics). For foreign companies, this means a deep and renewable talent pool at wage levels that remain competitive by global standards. The workforce is also increasingly experienced with foreign business practices, particularly in Ho Chi Minh City and Hanoi, where exposure to international firms has created a generation of professionals comfortable operating across languages and business cultures.

  5. Strategic Location at the Centre of ASEAN

    Vietnam sits on major shipping routes connecting Northeast Asia to Southeast Asia and beyond. Ho Chi Minh City is a three-hour flight from Singapore, Bangkok, and Kuala Lumpur, and five hours from Hong Kong and Shanghai. The country's coastline spans over 3,260 kilometres (General Statistics Office of Vietnam) with deep-water ports at Hai Phong, Da Nang, and Vung Tau. For companies building regional supply chains or serving ASEAN markets, Vietnam offers genuine logistical advantages. Time zone alignment with the rest of Southeast Asia and proximity to southern China's manufacturing ecosystem add further operational convenience.

  6. Rapidly Growing Domestic Consumer Market

    Vietnam's GDP has grown at an average of 6-7% annually over the past decade (World Bank, Vietnam Economic Update series), and its middle class is projected to reach 50 million people by 2030 (Boston Consulting Group, "Vietnam's Next Chapter" report). E-commerce penetration is accelerating, with the digital economy valued at over USD 23 billion (Google-Temasek-Bain e-Conomy SEA report, 2024). This is not only an export platform; it is a consumer market in its own right. Foreign companies incorporating in Vietnam increasingly do so not just to manufacture for export but to sell directly to Vietnamese consumers. Retail, food and beverage, education, health tech, and consumer services are all seeing significant foreign investment driven by domestic demand.

  7. Government Commitment to FDI Attraction

    Vietnam's government has maintained a consistent policy stance favouring foreign direct investment for over three decades, dating back to the Doi Moi reforms of 1986. Investment incentives including corporate income tax holidays, reduced rates for prioritised sectors, and land-use fee exemptions are codified in the Investment Law 2020 and the Corporate Income Tax Law (Law No. 14/2008/QH12, as amended). Special economic zones and industrial parks offer additional administrative support (Decree 35/2022/ND-CP on industrial parks and economic zones). While bureaucracy exists, the policy direction is clear and stable. Provincial-level investment promotion agencies actively court foreign firms, and the regulatory framework, while complex, is designed to facilitate, not obstruct, legitimate foreign business establishment.

To put Vietnam in regional context, here is how it compares to the other ASEAN destinations most commonly considered by foreign investors setting up operations in Southeast Asia.

Factor Vietnam Thailand Indonesia Philippines
Foreign ownership 100% in most sectors 49% cap in most sectors (Foreign Business Act) 100% in some; Negative Investment List applies 40% cap in many sectors (Foreign Investment Negative List)
Setup time 6–10 weeks 4–8 weeks 8–14 weeks 6–12 weeks
Min capital No statutory minimum (practical: USD 10k–50k) THB 2 million (approx. USD 57k) for foreign-majority IDR 10 billion (approx. USD 625k) for foreign PT USD 200,000 minimum paid-in capital
Corporate tax 20% (incentives: 10–17%) 20% 22% 25%
Compliance complexity Moderate (monthly/quarterly filings) Moderate High (multi-layered regulations) Moderate to high

Business Entity Types for Foreign Company Formation in Vietnam

Vietnamese law provides several entity structures for foreign investors. Choosing the right one at the outset is critical because changing entity types after registration involves substantial paperwork, cost, and delay. The following table summarises the options most relevant to foreign investors.

Entity Type Ownership Min. Members Can Trade? Setup Time Best For
Single-member LLC 100% foreign 1 Yes 6–10 weeks Most foreign SMEs and solo founders
Multi-member LLC 100% foreign or JV 2–50 Yes 6–10 weeks Partnerships and joint ventures
Joint Stock Company (JSC) 100% foreign or JV 3+ Yes 8–12 weeks Companies planning to issue shares or IPO
Representative Office Extension of parent company N/A No 3–4 weeks Market research, liaison, no revenue activities
Branch Office Extension of parent company N/A Limited 6–8 weeks Specific sectors (banking, law) with parent backing

For the vast majority of foreign investors entering Vietnam, the single-member LLC is the default and correct choice. It offers 100% foreign ownership, the simplest governance structure, and the ability to engage in trading, services, and manufacturing. There is no board requirement, no minimum number of shareholders, and a single individual or corporate entity can serve as the sole owner.

The multi-member LLC is appropriate when two or more investors want to share ownership, or when a Vietnamese partner is required for conditional sectors. The JSC introduces additional governance complexity, including a board of directors, supervisory board, and shareholder meeting requirements, that is unnecessary for most SMEs but required if you plan to list shares or attract a large number of investors. Representative offices and branch offices are niche structures with significant limitations and are not suitable for companies that need to generate revenue in Vietnam.

Foreign Ownership Rules: Can Foreigners Own 100% of a Company in Vietnam?

The short answer is yes, in most sectors. Vietnam's Investment Law 2020 (Law No. 61/2020/QH14) and its implementing Decree 31/2021/ND-CP establish the framework for foreign market access. Business activities are classified as open, conditional, or restricted based on Vietnam's WTO commitments and domestic regulations. Open sectors permit 100% foreign ownership with no special conditions. Conditional sectors may impose equity caps, require Vietnamese partners, or mandate additional approvals from line ministries.

Understanding where your specific business activity falls within this framework is the single most important step before you invest time and money in the incorporation process. The following table provides an overview of common business activities and their foreign ownership status as of 2026.

Business Activity Ownership Status Notes
IT services & software development 100% foreign Open sector; no special conditions
Manufacturing 100% foreign Open sector; environmental permits may be required for certain industries
Import-export trading 100% foreign Open sector; certain goods require specific licences
Management consulting 100% foreign Open sector
Food & beverage (F&B) 100% foreign Food safety certificate required; restaurant permits needed
Retail (single outlet) 100% foreign First outlet is open; each additional outlet requires Economic Needs Test (ENT)
Retail (multiple outlets) Conditional Each outlet beyond the first requires ENT approval from provincial authorities
Education & training Conditional Joint venture may be required; minimum capital thresholds apply
Logistics & freight forwarding Conditional Foreign ownership cap applies to certain sub-activities; 100% permitted for others
Advertising Conditional Joint venture required; foreign party cannot exceed 51% (varies by activity)
Real estate Conditional Minimum capital VND 20 billion; must be project-specific
Telecommunications (facilities-based) Restricted Maximum 49% foreign ownership; Vietnamese partner mandatory
Media & broadcasting Restricted Effectively closed to foreign ownership
Mining & natural resources Conditional Government approval required; environmental impact assessment mandatory

What "Conditional" Actually Means in Practice

Conditional does not mean impossible. It means the foreign investor must satisfy additional requirements beyond the standard incorporation process. These requirements vary by sector and may include equity caps (e.g., foreign ownership limited to 49% or 51%), mandatory joint venture with a Vietnamese partner, minimum capital thresholds, approval from a line ministry (e.g., Ministry of Education for training centres, Ministry of Industry and Trade for retail), or an Economic Needs Test (ENT) for additional retail or distribution outlets. The ENT is particularly relevant for retail businesses: the first outlet is permitted without ENT, but each subsequent outlet in a different province requires a test evaluating market demand, population density, and existing retail capacity.

The practical implication is that conditional sectors require more planning, longer timelines, and often higher costs. If your business activity falls into a conditional category, engaging a qualified advisor before you begin the incorporation process is essential, not optional. The cost of discovering a regulatory barrier after you have already invested in documents, legalisation, and office leases is significantly higher than the cost of a market access review at the outset.

How to Register a Business in Vietnam: Step-by-Step Process

The incorporation process for a foreign-owned company in Vietnam involves multiple sequential steps, each with its own document requirements, government touchpoints, and processing timelines. Understanding the full sequence before you begin helps you set realistic expectations and avoid the delays that catch unprepared investors. Here is the process as we execute it for our clients and as we have experienced it ourselves across four entity incorporations.

  1. 1

    Initial Consultation & Market Access Review

    Before any documents are prepared, we conduct a thorough review of your intended business activities against Vietnam's WTO commitments, the Investment Law 2020 (Law No. 61/2020/QH14), and relevant sector-specific regulations. This determines whether your business lines qualify for 100% foreign ownership, require conditional approvals under the market access conditions set out in Decree 31/2021/ND-CP, or face restrictions. We also advise on entity type, registered capital levels, and legal representative requirements under the Enterprise Law 2020 (Law No. 59/2020/QH14). This step prevents the most expensive mistake in Vietnam incorporation: discovering regulatory barriers after you have already committed time and money to the wrong structure. The market access review typically takes three to five working days.

  2. 2

    Document Preparation & Legalisation

    All foreign-sourced documents must be consular-legalized by the Vietnamese embassy or consulate in the country of origin, then notarised and translated into Vietnamese by a certified translator in Vietnam. This applies to passports, corporate documents for entity investors, powers of attorney, and bank balance statements. We prepare complete bilingual dossiers (Vietnamese and English) for all government submissions. Legalisation timelines vary by country but typically take five to ten working days. For Singapore-based investors, consular legalisation is handled through the Vietnamese Embassy in Singapore. We coordinate the entire document chain to ensure nothing is rejected at submission.

  3. 3

    Enterprise Registration Certificate (ERC)

    The ERC is your company's birth certificate. It is issued by the Department of Planning and Investment (DPI) in the province where your company will be registered, following the procedures set out in Decree 01/2021/ND-CP on enterprise registration. The application includes the company name, registered address, business lines (coded to Vietnam's national industry classification system, or VSIC), charter capital, legal representative details, and ownership structure. We prepare and submit the complete dossier, respond to any queries from the registration officer, and collect the certificate upon issuance. Standard processing time is seven to ten working days from accepted submission, consistent with the statutory timeline under Decree 01/2021/ND-CP. The ERC contains your company's tax identification number and enterprise registration number.

  4. 4

    Company Seal Registration

    Vietnamese companies are required to have a registered company seal, which must be used on contracts, invoices, and official correspondence. The seal is engraved with the company name and enterprise registration number. Since 2021, companies can choose their own seal design and are no longer required to register it with the police, but the seal specimen must be registered on the National Enterprise Registration Portal and notified to the DPI. We handle seal engraving, registration, and notification. This step is completed within the post-registration phase and takes one to two working days.

  5. 5

    Post-Registration Setup

    With the ERC and company seal in hand, several administrative registrations must be completed before the company is operational. These include opening a corporate bank account (both VND and foreign currency), purchasing a three-year digital signature certificate for electronic tax filing, registering for electronic tax submission with the General Department of Taxation, filing the initial tax declaration, and paying the annual Business Licence Tax. We advise on bank selection, as not all Vietnamese banks handle foreign-invested companies smoothly, and we accompany you through the account opening process. This phase takes three to five working days.

  6. 6

    Investment Registration Certificate (IRC)

    For foreign-invested companies, the IRC is the investment licence issued by the DPI or, for larger projects, the provincial People's Committee, as governed by Articles 38 and 39 of the Investment Law 2020 (Law No. 61/2020/QH14). It records the investment project details including total investment capital, charter capital, investment objectives, project duration, and any incentives. The IRC application requires a detailed investment project proposal, financial capacity evidence, and supporting documents as specified in Decree 31/2021/ND-CP. Processing times are officially 15 working days but in practice take 25 to 30 working days, particularly when the DPI consults with line ministries for conditional sectors. We manage the entire submission, follow-up, and collection process.

  7. 7

    Charter Capital Contribution

    After the ERC is issued, the company's owners have 90 days to contribute the full registered charter capital to the company's corporate bank account, as required under Article 47 of the Enterprise Law 2020 (Law No. 59/2020/QH14). This is not optional. Failure to contribute within 90 days requires the company to reduce its charter capital to the amount actually contributed, register the change with the DPI under Decree 01/2021/ND-CP, and may trigger administrative penalties. For corporate investors, the contribution must come from the investing entity's account. We track this deadline, advise on transfer mechanics and documentation, and ensure the capital contribution certificate is properly issued and filed.

The entire process, from initial consultation to fully operational company, typically takes six to ten weeks for open sectors. Conditional sectors requiring additional ministry approvals should plan for three to four months. Some steps run in parallel; for example, document legalisation can proceed while the office lease is being finalised.

Documents Required to Incorporate a Company in Vietnam

The document requirements for foreign company incorporation in Vietnam are extensive and unforgiving. A single missing legalisation, an expired bank statement, or an incorrect address on a lease contract will result in the application being returned. The following checklist covers every document you will need, with notes on the specific requirements that cause the most frequent delays.

  • Valid Passport (Notarised & Legalised Copy)

    A certified copy of the passport of each individual investor and the designated legal representative. The passport must be valid for at least six months from the date of application. The copy must be notarised in the country of issue and then consular-legalized by the Vietnamese embassy or consulate. This is the most fundamental document in the dossier. If the legalisation is done incorrectly, the entire application will be rejected at submission.

  • Bank Balance Statement

    A recent bank statement or balance certificate showing available funds equal to or exceeding the proposed registered charter capital. This proves financial capacity to make the required capital contribution. The statement should be issued within 30 days of application, on official bank letterhead, and must be consular-legalized and translated into Vietnamese. Some DPIs accept statements in USD or SGD; others require conversion to VND. We advise on the specific requirements of the target province.

  • Corporate Investor Documents

    If the investor is a company rather than an individual, you will need the investing company's certificate of incorporation, memorandum and articles of association, board resolution authorising the investment, and a certificate of good standing or equivalent. All documents must be consular-legalized and translated. For Singapore-registered companies, these documents are obtained from ACRA and legalised through the Vietnamese Embassy in Singapore.

  • Legal Representative Appointment Documents

    The legal representative is the person authorised to sign on behalf of the company and bear legal responsibility. You must provide their passport copy (notarised and legalised), a curriculum vitae, and an appointment letter or board resolution confirming their role. If the legal representative is not an investor, a separate employment contract or appointment decision is typically required. The legal representative must have a valid work permit or be exempt under Vietnamese labour law.

  • Office Lease or Rental Contract

    A signed lease or rental agreement for the premises that will serve as the company's registered address. The address must be a commercial property; apartments and residential addresses are not accepted for business registration. The lease must be in the landlord's name (matching the ownership certificate) and specify the permitted use as commercial or office purposes. We review all lease contracts before submission to ensure they meet DPI requirements.

  • Landlord's Ownership Certificate

    The property owner must provide a copy of their land use right certificate or building ownership certificate for the registered address premises. This proves the landlord has the legal right to lease the property. If the property is owned by a company, the company's business registration certificate may also be required. This document is obtained from the landlord and does not need consular legalisation since it is a Vietnamese-issued document.

  • Sublease Agreement (If Applicable)

    If you are leasing from a tenant rather than directly from the property owner, a sublease agreement is required along with evidence that the head lease permits subleasing. This is common in co-working spaces and serviced offices. The sublease chain must be documented from the property owner through to your company. Missing sublease documentation is one of the more frequent causes of application delays, as the DPI will verify the chain of lease authority.

  • Consular Legalisation of All Foreign Documents

    Every document originating outside Vietnam must undergo consular legalisation, meaning authentication by the Vietnamese embassy or consulate in the country where the document was issued. This is distinct from apostille, which Vietnam does not recognise. The process typically takes five to ten working days and involves submitting original notarised documents to the Vietnamese diplomatic mission. We coordinate the legalisation process for clients in Singapore, and provide guidance for clients based in other countries.

  • Notarised Vietnamese Translation

    All foreign-language documents submitted to Vietnamese government authorities must be accompanied by a notarised Vietnamese translation. The translation must be performed by a certified translator in Vietnam and then notarised by a Vietnamese notary public. Machine translations and informal translations are not accepted. We handle all translation and notarisation through our network of certified translators, ensuring consistency of terminology across the entire dossier.

For Singapore-Based Investors: Specific Guidance

A significant proportion of foreign investors incorporating in Vietnam are based in Singapore, and the process has several Singapore-specific considerations that are worth addressing separately.

Consular legalisation through the Vietnamese Embassy in Singapore. All foreign-sourced documents (passport copies, ACRA extracts, board resolutions, bank statements) must be consular-legalized at the Vietnamese Embassy in Singapore, located at 10 Leedon Park. The process typically takes five to seven working days. Documents must first be notarised by a Singapore notary public before submission to the embassy. We coordinate the entire legalisation chain for Singapore-based clients, including document collection, notarisation, embassy submission, and courier back to Vietnam.

Vietnam-Singapore Double Taxation Agreement (DTA). The DTA between Vietnam and Singapore, in effect since 1994, reduces withholding tax rates on dividends (5% for 25%+ ownership, 12.5% otherwise), interest (10%), and royalties (10%). This is directly relevant to profit repatriation planning. Singaporean parent companies investing in Vietnamese subsidiaries should structure their holdings to qualify for treaty benefits from the outset. Proper documentation of tax residency status is required to claim DTA rates.

CPTPP benefits for goods trade. Both Singapore and Vietnam are CPTPP signatories. For Singapore-based companies manufacturing in or exporting from Vietnam, the CPTPP provides preferential tariff treatment for goods shipped to other CPTPP markets including Japan, Canada, Australia, Mexico, and Chile. Rules of origin requirements must be met, and certificates of origin must be issued by the Vietnamese entity, which requires an operational company, not just a representative office.

Practical advantages of Singapore as a base. Singapore is a three-hour direct flight from Ho Chi Minh City, with multiple daily connections on Singapore Airlines, VietJet, and other carriers. Time zone difference is one hour. Major Vietnamese banks including Vietcombank and BIDV have correspondent relationships with Singapore banks, simplifying international wire transfers. Several Singapore-based law firms have Vietnam desks or affiliated offices in Ho Chi Minh City and Hanoi. These practical factors make Singapore the most convenient base from which to establish and manage a Vietnamese subsidiary.

How Much Does It Cost to Set Up a Company in Vietnam?

Cost transparency is rare in the Vietnam incorporation market. Many service providers quote a headline fee that excludes essential items, leaving investors to discover additional charges during the process. This section provides a comprehensive breakdown based on our direct experience incorporating four entities and advising others through the process.

The following table separates government fees, which are fixed and non-negotiable, from service provider fees, which vary by provider and scope of service.

Cost Item Government Fee Service Provider Fee Notes
Enterprise Registration Certificate (ERC) VND 100,000 (approx. USD 4) Included in package Government fee is nominal; value is in preparation and submission
Investment Registration Certificate (IRC) Free Included in package No government fee for IRC issuance
Company seal N/A VND 300,000–500,000 (approx. USD 12–20) Engraving and registration on enterprise portal
Consular legalisation Varies by embassy USD 200–500 Depends on number of documents and country of origin
Notarised Vietnamese translations N/A USD 300–600 Per-page rates; total depends on dossier size
Digital signature certificate (3-year) N/A VND 3–5 million (approx. USD 120–200) Required for electronic tax filing; mandatory
Business Licence Tax (annual) VND 1–3 million per year (approx. USD 40–120) N/A Based on charter capital; due within 30 days of ERC
Service provider all-in fee N/A USD 2,500–7,000 Covers consultation, dossier preparation, submission, follow-up
Office lease (first payment) N/A USD 200–1,500 per month Varies by city and type; typically 3 months upfront

Be cautious of service providers advertising incorporation fees below USD 1,000. At that price point, you are typically getting document filing only: no market access review, no bilingual dossier preparation, no government liaison, and no post-registration support. The provider may also not carry professional liability insurance. When problems arise during the process (and they frequently do), you are on your own.

When evaluating providers, ask specifically what is included in their quoted fee: Does it cover the market access review? Document legalisation coordination? Vietnamese translations and notarisation? Post-registration setup (bank account, digital signature, tax registration)? Follow-up with the DPI if queries arise? The answers to these questions determine whether the quoted fee represents the actual cost or just the first instalment of a longer series of charges.

8 Mistakes That Delay Vietnam Company Registration

After four incorporations and numerous advisory engagements, we have catalogued the mistakes that most frequently delay or derail the registration process. Every one of these has cost real investors real time and money. Avoiding them is straightforward if you know to look for them.

  • Choosing the Wrong Entity Type

    The most consequential mistake is selecting an entity type that does not match your business objectives. A representative office cannot generate revenue. A branch office has limited operational scope. A JSC introduces governance complexity you may not need. Most foreign SMEs should default to a single-member LLC unless there is a specific reason not to. Changing entity types after registration is possible but involves significant paperwork, cost, and time. Get this right at the outset.

  • Using an Apartment as Your Registered Address

    Vietnamese authorities require a commercial address for business registration. Apartments, residential properties, and addresses without a valid commercial-use designation will be rejected. Some investors lease an apartment, assume it will work, and discover the problem only when their application is returned. Co-working spaces can work if the sublease chain is properly documented, but verify this before signing any lease. The registered address must match the landlord's ownership certificate and be zoned for commercial use.

  • Insufficient Capital Proof at Application

    The bank balance statement must show funds equal to or exceeding your proposed charter capital. Submitting a statement that shows a lower balance, is dated too far in advance, or lacks proper bank authentication will result in rejection. The statement must also be consular-legalized and translated, which takes time. We have seen investors scramble to move funds between accounts days before submission because they did not plan for this requirement early enough in the process.

  • Missing the 90-Day Capital Contribution Deadline

    After the ERC is issued, investors have exactly 90 days to transfer the full charter capital into the company's Vietnamese bank account. This is a hard deadline. Missing it requires the company to formally reduce its charter capital, register the change with the DPI, and may trigger fines. In serious cases, it can affect the validity of the company's registration. Set a calendar reminder the day your ERC is issued and begin the transfer process immediately, accounting for international wire transfer processing times.

  • Not Understanding Conditional Sector Requirements

    Investors frequently assume that because Vietnam allows 100% foreign ownership in many sectors, it allows it in all sectors. This is incorrect. Education, logistics, advertising, real estate, retail (beyond one outlet), and numerous other activities carry conditions that range from equity caps to mandatory ministry approvals. Discovering these conditions after you have prepared documents and selected an address wastes time and money. A market access review at the start of the process is the only way to avoid this.

  • Skipping or Incorrectly Handling Consular Legalisation

    Every foreign document must be consular-legalized by the Vietnamese embassy in the country of origin. Apostilles are not accepted. Notarisation alone is not sufficient. The legalisation must be done before the documents arrive in Vietnam, not after. We regularly encounter investors who have had documents notarised in their home country but not legalized, or who have confused apostille with consular legalisation. This error adds two to four weeks to the timeline as documents must be sent back for proper processing.

  • Underestimating Post-Registration Compliance

    Getting the certificates is not the finish line. A newly incorporated company in Vietnam must open bank accounts, register a digital signature, set up electronic tax filing, file initial tax declarations, pay Business Licence Tax, appoint a chief accountant or outsource the function, and register with labour authorities. Companies that treat incorporation as complete at certificate issuance often discover months later that they have missed tax filing deadlines, face penalties, or cannot issue legitimate invoices because their electronic tax setup was never completed.

  • No Plan for a Resident Legal Representative

    Every Vietnamese company must have at least one legal representative who is physically present in Vietnam or who formally delegates authority when absent for more than 30 consecutive days. If you are incorporating from abroad and do not plan to relocate, you need a plan for this role. Options include appointing a trusted local hire, a co-founder based in Vietnam, or a professional nominee, each with trade-offs around control, cost, and liability. Leaving this unresolved creates operational paralysis when contracts need signing or government responses are required.

What Happens After You Register a Company in Vietnam

Many investors treat receiving the Enterprise Registration Certificate as the finish line. It is not. The ERC and IRC establish the company as a legal entity, but several critical administrative steps must be completed before the company can actually operate: issue invoices, hire staff, file taxes, and conduct business. Neglecting these steps leads to compliance gaps, penalties, and operational paralysis.

The post-registration phase typically takes three to five working days if handled efficiently, but can stretch to several weeks if tasks are addressed reactively rather than proactively. Here is what needs to happen.

Corporate Bank Account Opening. The company needs at least two accounts: a VND account for domestic transactions, tax payments, and payroll, and a DICA (Direct Investment Capital Account) in foreign currency for receiving foreign capital contributions and repatriating profits. Not all Vietnamese banks handle foreign-invested companies smoothly. In our experience, Vietcombank, ACB, and Techcombank have the most established processes for foreign-invested entities, though requirements vary by branch. The legal representative must typically appear in person for account opening. Allow two to five working days for the account to become active.

Digital Signature Registration. A USB-based digital signature token is mandatory for electronic tax filing, electronic invoice issuance, and online submissions to government portals. The certificate is issued by an authorised certification provider and is typically valid for three years. Without it, the company cannot file tax returns or issue VAT invoices, effectively preventing any commercial activity. Cost is VND 3 to 5 million for a three-year certificate.

Electronic Tax Filing and Initial Declarations. All companies in Vietnam must register for electronic tax filing through the General Department of Taxation portal. Paper submissions are not accepted for standard companies. Upon registration, the company must file an initial tax declaration and register for the applicable tax types: corporate income tax (CIT), value-added tax (VAT), personal income tax (PIT) withholding, and Business Licence Tax. The Business Licence Tax must be paid within 30 days of ERC issuance.

Chief Accountant Requirement. Vietnamese law requires every company to have a designated chief accountant who holds a Vietnamese accounting practice certificate. This person is legally responsible for the company's financial records and compliance with accounting standards. For most foreign-invested SMEs, the practical solution is to outsource this function to a Vietnamese accounting firm. Monthly accounting and tax filing services typically cost USD 150 to 400 per month depending on transaction volume and complexity.

Labour Registrations. If the company will hire employees, it must register with the district-level labour authority and enrol in the social insurance, health insurance, and unemployment insurance schemes. Both employer and employee contributions are mandatory. The employer's combined contribution rate is approximately 21.5% of the employee's gross salary (Social Insurance Law 2014, as amended). These registrations should be completed before the first employee's start date.

Work Permits and Visas for Foreign Founders and Employees

Any foreign national working in Vietnam requires a work permit issued by the provincial Department of Labour, Invalids and Social Affairs (DOLISA), unless they qualify for a specific exemption. The work permit application requires a criminal background check from the applicant's home country (consular-legalized), a health check from a designated Vietnamese hospital, certified copies of qualifications, and evidence of at least five years of relevant work experience or a university degree in the relevant field.

Work permit exemptions exist for several categories relevant to foreign founders: owners or capital contributors of LLCs, members of the board of directors of JSCs, and intra-company transferees assigned for less than three months. However, the exemption must be formally approved by DOLISA; it is not automatic. The exemption application requires supporting documentation including proof of capital contribution or board appointment.

For initial entry and short-term stays, foreign founders typically use a business visa (DN category) or an e-visa. The DN visa allows stays of up to 90 days and can be single or multiple entry. Once the work permit is issued, a temporary residence card (TRC) valid for up to two years can be obtained, eliminating the need for repeated visa renewals. We advise clients to initiate the work permit process in parallel with incorporation to minimise the gap between company establishment and the founder's ability to legally work in Vietnam.

DIY vs. Service Provider vs. Law Firm: Choosing Your Incorporation Approach

There are three basic approaches to incorporating a company in Vietnam, each with distinct trade-offs in cost, timeline, and risk. Your choice should depend on your budget, tolerance for administrative complexity, and how much time you can personally invest in the process.

Approach Typical Cost Timeline Pros Cons
DIY USD 200–500 3–6 months Lowest cost; full control; deep learning Steep learning curve; language barriers; high error rate; multiple resubmissions
Service provider USD 2,500–7,000 6–10 weeks Balanced cost; managed process; bilingual support; post-registration included Quality varies widely; due diligence on provider needed
Law firm USD 5,000–15,000+ 8–14 weeks Full legal review; opinion letters; complex structures; dispute protection Highest cost; slower pace; may over-complicate simple setups

The DIY approach is theoretically possible but rarely practical for foreign investors. All documents must be in Vietnamese, government officers at the DPI typically do not communicate in English, and the procedural knowledge required to navigate queries and resubmissions is hard to acquire without prior experience. Most DIY attempts by foreign investors result in multiple rejected submissions and a timeline that stretches to three months or longer. The cost savings of USD 2,000 to 5,000 are quickly offset by the time cost and the risk of structural mistakes that are expensive to correct later.

A law firm is the right choice for complex structures: conditional sectors requiring ministry approval, joint ventures with Vietnamese partners, projects involving significant regulatory risk, or situations where a formal legal opinion is needed for parent company governance or investor due diligence. For a straightforward single-member LLC in an open sector, a law firm adds cost and time without proportional value. The middle path, a competent service provider with demonstrated experience in foreign-invested company registration, delivers the best balance of cost, speed, and reliability for most SME founders.

Our Vietnam Company Formation Service

We offer incorporation support because we have done it ourselves, repeatedly, and we understand the difference between what guides say and what actually happens at the DPI window. Our co-founders have incorporated four entities in Vietnam across different sectors and provinces. That direct experience shapes every aspect of how we manage the process for clients.

Every dossier we prepare is bilingual (Vietnamese and English) so you know exactly what is being submitted to the government on your behalf. This is not standard practice among Vietnamese service providers, many of whom prepare documents only in Vietnamese and provide verbal summaries to foreign clients. We believe you should be able to read and understand every document that bears your company's name.

We handle all government liaison directly, including follow-up visits to the DPI, responses to queries from registration officers, and coordination with tax authorities for post-registration setup. Our process includes a comprehensive market access review before any documents are prepared, ensuring that your chosen business activities, ownership structure, and capital levels are compatible with Vietnamese regulations before you commit to the incorporation timeline.

We are transparent about what we are and what we are not. We are not a law firm and do not provide legal opinions or represent clients in disputes. For straightforward incorporations in open sectors, which account for the majority of foreign SME setups, our operator-led approach delivers faster timelines, lower costs, and more practical guidance than a traditional law firm engagement. For complex structures in conditional sectors, we will tell you directly if you need a lawyer and can refer you to firms we trust.

How We Helped a Singapore E-Commerce Company Incorporate in Vietnam

The Problem

A Singapore-based e-commerce company selling consumer electronics accessories wanted to establish a Vietnamese subsidiary to manage local sourcing, warehousing, and fulfilment. The founder had attempted to start the process independently, engaging a low-cost local agent who filed the initial documents. After two months and two rejected submissions (one due to an incorrectly legalized passport copy, the other due to a business line code that did not match the intended activities), the founder contacted us to take over the process.

The Approach

We began with a full market access review, confirming that the company's intended activities (import-export trading, warehousing, and online retail) qualified for 100% foreign ownership. The previous agent had registered business line codes for "general retail" without specifying the correct VSIC sub-codes, which triggered a query from the DPI about Economic Needs Test requirements. We corrected the business line classification to accurately reflect the company's e-commerce activities, which fell under an open category.

We then discovered that the consular legalisation on the founder's passport copy had been done incorrectly: the document had been apostilled rather than consular-legalized, which Vietnam does not accept. We coordinated re-legalisation through the Vietnamese Embassy in Singapore, adding seven working days to the timeline but preventing a third rejection. The complete bilingual dossier was prepared from scratch, reviewed internally, and submitted to the Ho Chi Minh City DPI.

The Outcome

From our engagement to fully operational company, the process took eight weeks. The results:

  • ERC and IRC issued without queries or resubmissions
  • Corporate bank accounts (VND and DICA) opened at Vietcombank within five working days
  • Digital signature, electronic tax filing, and initial declarations completed within one week of ERC issuance
  • Total cost including our fees, legalisation, translations, and government charges was approximately USD 4,200, compared to USD 1,800 already spent on the failed previous attempt

"I tried to save money by going with the cheapest provider I could find, and it ended up costing me more in both money and time. The bilingual documentation was a game-changer. I could actually read what was being submitted. The whole process felt controlled rather than chaotic."

Wei L., Founder

Vietnam Company Incorporation FAQ

How long does company incorporation take in Vietnam?

For open sectors with no special conditions, the realistic timeline is six to ten weeks from initial engagement to fully operational company. This includes document legalisation, ERC issuance (7-10 working days), post-registration setup (3-5 working days), and IRC issuance (25-30 working days). Some steps run in parallel. For conditional sectors requiring additional ministry approvals, expect three to four months. Provincial processing speeds also vary.

Can a foreigner own 100% of a company in Vietnam?

Yes, in most sectors. Vietnam's investment law permits 100% foreign ownership for business activities classified as open under its WTO commitments. This covers the majority of IT services, manufacturing, trading, consulting, food and beverage, and many other activities. However, conditional sectors may impose equity caps or require Vietnamese partners, and restricted sectors are effectively closed to foreign ownership. A market access review before incorporation confirms your specific eligibility.

What is the minimum capital requirement for a foreign-owned company in Vietnam?

There is no universal statutory minimum capital for most business activities. However, the registered charter capital must be sufficient to conduct the declared business activities, and the DPI may question unrealistically low amounts. In practice, most foreign-owned companies register with a minimum of USD 10,000 to 50,000 depending on the sector. Certain industries have specific minimums; for example, real estate requires VND 20 billion, and education has its own thresholds.

Do I need to be physically in Vietnam to incorporate a company?

Not for the entire process, but physical presence is required at certain points. Bank account opening typically requires the legal representative to appear in person. Document signing can sometimes be handled via power of attorney, though the power of attorney itself must be consular-legalized. We manage the government liaison, submissions, and follow-up in Vietnam on your behalf, minimising the time you need to spend in-country.

What is the difference between an IRC and an ERC?

The Enterprise Registration Certificate (ERC) establishes the company as a legal entity under Vietnamese enterprise law. It records the company name, address, business lines, charter capital, and legal representative. The Investment Registration Certificate (IRC) is specific to foreign-invested projects and records the investment details including total investment capital, project objectives, and duration. Most foreign-owned companies need both. The ERC is typically issued first, followed by the IRC.

Can I use a virtual office or co-working space as my registered address?

Co-working spaces can be used if the sublease documentation chain is complete, from the property owner through to your company, and the premises are designated for commercial use. Simple virtual office addresses (mail forwarding only with no physical workspace) are generally not accepted by the DPI. The key requirements are a valid lease in the company's name, the landlord's ownership certificate, and commercial-use zoning. We verify address eligibility before lease signing.

What taxes does a new company need to register for in Vietnam?

At minimum: corporate income tax (standard rate 20%), value-added tax (VAT at 0%, 5%, 8%, or 10% depending on goods and services), personal income tax withholding for employees, and Business Licence Tax (an annual fixed fee based on charter capital). Companies also register for social insurance, health insurance, and unemployment insurance contributions. Electronic tax filing through the General Department of Taxation portal is mandatory for all companies.

Do I need a local Vietnamese partner to incorporate?

Not in most sectors. Vietnam allows 100% foreign ownership for the majority of business activities. A Vietnamese partner is only required in sectors where WTO commitments or specific regulations impose foreign equity caps or mandate joint ventures. Telecommunications (facilities-based), certain media activities, and some financial services are examples. For the vast majority of SMEs entering Vietnam in IT, manufacturing, trading, F&B, and consulting, no local partner is needed.

What is a legal representative and do I need one in Vietnam?

The legal representative is the individual authorised to act and sign on behalf of the company in all legal matters. Every Vietnamese company must have at least one. They bear personal legal liability for the company's compliance with Vietnamese law. The legal representative must reside in Vietnam or formally delegate authority to another person when absent for more than 30 consecutive days. A foreign investor can serve as their own legal representative if they hold a valid work permit or qualify for an exemption.

Can I change my business lines after incorporation?

Yes. Business lines can be added, removed, or modified by filing an amendment with the DPI. This involves updating the ERC and, if the new business lines affect the investment project scope, amending the IRC as well. The amendment process typically takes five to ten working days. However, adding business lines in conditional or restricted sectors may trigger additional approval requirements that were not part of the original registration. It is more efficient to include all planned activities at the outset.

What happens if I miss the 90-day capital contribution deadline?

The company must formally reduce its charter capital to the amount actually contributed and register the change with the DPI within 30 days of the deadline expiry, under Article 47 of the Enterprise Law 2020. Administrative penalties may apply. The company and its legal representative bear joint liability for any financial obligations incurred between the original and reduced charter capital amounts. In practice, this situation also complicates future dealings with banks and government authorities. Avoid it by initiating the capital transfer immediately after ERC issuance.

How much does a company seal cost in Vietnam?

A standard company seal costs between VND 300,000 and 500,000 (approximately USD 12-20). The price varies depending on the seal type: rubber stamp seals are cheaper, while flash (self-inking) seals cost slightly more. The seal must include the company name and enterprise registration number. Since 2021, companies can choose their own seal design and the specimen must be registered on the National Enterprise Registration Portal rather than with the police.

What is a digital signature and why do I need one?

A digital signature is a USB token issued by an authorised certification provider that authenticates the company's identity when filing taxes, submitting reports, and issuing electronic invoices through Vietnamese government portals. Electronic tax filing is mandatory; paper submissions are not accepted for standard companies. The standard certificate term is three years, costing VND 3 to 5 million. Without a valid digital signature, your company cannot file tax returns or issue legitimate VAT invoices, effectively preventing it from operating.

Can I incorporate a company in Vietnam remotely from Singapore?

Much of the process can be handled remotely. Document legalisation is done through the Vietnamese Embassy in Singapore. We manage all government submissions, follow-ups, and certificate collection in Vietnam on your behalf. However, the legal representative typically needs to be present in Vietnam for corporate bank account opening, which requires an in-person visit to the bank. Some banks accept power of attorney for this step, but most prefer face-to-face verification. Plan for at least one trip to Vietnam during the process.

What ongoing compliance is required after incorporation?

Monthly: VAT and personal income tax withholding declarations. Quarterly: provisional corporate income tax payments. Annually: audited financial statements, corporate income tax finalisation, personal income tax finalisation, Business Licence Tax, and a statistical report to the DPI. Companies with employees must make monthly social insurance, health insurance, and unemployment insurance contributions. Foreign employees require work permit renewals. A chief accountant (in-house or outsourced) is legally required to manage financial records and filings.

Ready to Incorporate Your Company in Vietnam?

Chee WeeKevin TanBrandon

4 entities incorporated · 3+ years on the ground · We respond within working hours