Setting up a company in Vietnam is a great way to tap into the country’s dynamic economy and its growing position as a key player in the Asia-Pacific region. Whether you’re an investor looking to expand your business or an expat entrepreneur aiming to set up shop, understanding the local regulations and requirements is crucial for a successful business setup.
This comprehensive guide will walk you through the company registration process in Vietnam, highlighting each step, from drafting a business plan to navigating post-incorporation procedures. By following these steps, you can ensure that your business is set up efficiently and in full compliance with Vietnam’s legal and regulatory frameworks.
Types of Business in Vietnam
| Business Structure | Description | Structure | Capital | Pros | Cons |
| Limited Liability Company (LLC) | A company with 1 to 50 members where owners are only liable for debts up to their capital contribution. | – Single Member: 1 – Multiple Members: 2-50 | No minimum required, 40k VND suggested | – Limited liability – Easier management – Protection from personal financial risk | – Limited capital raising options – Ownership restrictions in certain sectors |
| Joint Stock Company (JSC) | A company where ownership is divided into shares, allowing for easy transfer and raising of capital. | At least shareholders | No capital requirements, but 30B VND required to go public | – Can raise capital through shares – Limited liability – Suitable for larger businesses | – Complex setup – Potential for shareholder conflicts – More stringent regulations |
| Representative Office | A foreign entity’s office for conducting market research and promoting business, but cannot generate revenue. | – No shareholders needed – Only a legal representative | No capital requirements | – Simple to set up – Great for initial market entry – Good for market research | – Cannot engage in commercial activities – Cannot sign contracts or sell products |
| Branch Office | An extension of the parent company with full business operations and liabilities in Vietnam. | – No shareholders needed – Only a legal representative | No capital requirements | – Can generate revenue – Operates like the parent company – Suitable for expansion | – Not a separate legal entity – Must comply with local regulations |
Common Business Sizes
According to Decree 80/2021/ND-CP in Vietnam, while no explicit criteria define “large-scale” businesses, micro-enterprises, small businesses, and medium-sized enterprises are not classified as large enterprises.
Investment Registration Certificate (IRC) in Vietnam
The Investment Registration Certificate (IRC) under the Vietnam Law on Investment 2020 records key details of a foreign investment project, including the investor’s identity, company specifics (name, structure, charter capital), project details (objectives, location, scale, capital, schedule), and proof of the investor’s legal status and financial capability (via audited reports, bank statements, or financial guarantees).
Documents Required
Foreign investors must submit the following documents when applying for an IRC in Vietnam:
- Investor Information: Investor details
- Company Information: Name, type, charter capital, contribution ratio
- Project Information: Name, location, objectives, scale, capital, operational term, and implementation schedule
- Legal Documents: Proof of the investor’s legal status
- Financial Proof: Documents proving financial capability (audit reports, bank statements, or guarantees)
- Investment Proposal: Includes objectives, scale, capital plan, location, duration, labor needs, investment incentives, and environmental assessment
- Pre-feasibility Study: If required, can substitute the investment proposal
- Location Rights: Verification of land use rights.
- BCC Contract: If applicable
- Additional Documents: Any other documents required by law
Application Process
- Online Registration: Register via the National Foreign Investment Information System
- Submit Application: Submit the complete dossier within 15 days of online filing
- Track Application: Monitor your application’s progress online
- Receive IRC: Once approved, the IRC is issued; if rejected, reasons will be provided.
The application process takes 15 to 45 working days after submitting a complete dossier.
Duration of Investment Registration Certificate
The duration of the IRC is based on the project’s goals and location:
- Economic Zones: Up to 70 years.
- Non-Economic Zones: Typically 50 years, with up to 70 years for projects in disadvantaged areas or large investments.
- Land Allocation Delays: Delays in land transfer do not affect the project’s timeline.
The project duration starts from approval or when the IRC is issued, with land projects starting once the land is transferred.
Enterprise Registration Certificate (ERC) in Vietnam
The IRC officially approves foreign investment projects, while the ERC formalizes the establishment of a business entity, granting it legal status to operate within Vietnam.
Documents Required
- Application form for business registration
- Company charter
- Detailed list of shareholders or company members
- Legal documents verifying the identities of the shareholders or members
- Copy of the recently issued IRC
- (Optional) Power of attorney for legal representatives managing the registration process
Application Process
- Submit Application: Submit the application via the National Enterprise Registration Portal
- Receive ERC: The ERC is issued within 3-5 days after submission
- Public Announcement: Make a public announcement of the company registration within 30 days
Note: Starting July 1, 2025, all enterprises must use the VNeID application for online registration processes, streamlining the business registration system in Vietnam.
Need help with IRC & ERC in Vietnam? Contact The Nest Asia today!
Other Required Business Licenses in Vietnam
Certain industries require additional permits beyond the IRC and ERC. Vietnam business licensing fee structure is categorized into three levels based on charter capital:
- Level 1: 3,000,000 VND/year (charter capital over 10 billion VND)
- Level 2: 2,000,000 VND/year (charter capital up to 10 billion VND)
- Level 3: 1,000,000 VND/year (branches, representative offices)
Certain sectors in Vietnam require additional licenses before starting operations. These may include:
- Retail Business: A business license for retailing goods or opening retail outlets.
- International Travel: A license for bringing foreign tourists into Vietnam.
- Foreign Language Training: Approval from the Department of Education and Training, followed by an operational license.
- Special Consumption Tax: For products like alcohol or tobacco.
- Environmental Protection Licenses: For businesses with environmental impacts.
- Import/Export Permits: For businesses involved in international trade.
Additionally, with the introduction of Vietnam’s new Digital Technology Law, effective January 1, 2026, digital businesses, AI, and digital assets will be subject to new regulatory frameworks.
4 Steps for Setting Up a Company in Vietnam
Step 1: Prepare a Plan
After selecting the business type and size, the first step in setting up a business in Vietnam is to create a comprehensive business plan. This should include:
- A clear description of your business activities, including production processes, regulations, and potential tax incentives.
- A detailed capital structure, investment scale, and resource allocation.
- A governance framework for businesses with multiple founders.
- Identification of key figures such as the board of directors and management roles.
- An organizational chart and a cost structure, along with business details like name, brand, website, and contact info.
Step 2: Choose a Business Location
Choosing the right location for your company in Vietnam is crucial. Consider the following:
- Determine the type of facility needed—corporate office, factory, showroom, or retail space.
- A prestigious location boosts your company’s reputation and attracts top talent.
- Opt for a location with easy access to resources and networks for growth.
- Be aware of enterprise registration restrictions and avoid areas where certain activities are prohibited.
- Some locations may offer corporate tax incentives, including tax exemptions or reductions for several years.
Get in touch with The Nest Asia for expert assistance with your business location research!
Step 3: Documents Required for Company Registration
Before registering your company in Vietnam, ensure you have the following mandatory documents:
- Office lease agreement
- Initial tax registration submitted to the Tax Department
- Power of Attorney for representatives
- Articles of Association
- Official application for enterprise registration
- Identification documents of foreign representatives
- Personal bank balance certificates
- List of founding shareholders and members
- Business plan and financial documents
- Profile of founder’s professional experience
- Documents confirming residency of legal representatives
Once you have gathered and prepared all these documents, you can proceed with applying for:
- Investment Registration Certificate (IRC)
- Enterprise Registration Certificate (ERC)
Step 4: Conduct Post-Incorporation Procedures
After incorporation, follow these essential steps:
- Establish a Company Bank Account: Required for conducting financial transactions.
- Register Tax Information: Ensure registration with tax authorities and settle business license tax.
- Enable E-Invoicing: Implement an electronic invoicing system.
- Inject Investment Capital: Inject the necessary capital into your business account.
- Install Business Signage: Display your company name as required by regulations.
- Acquire Additional Permits and Licenses: Apply for industry-specific permits if needed.
- Work Permits and Residence Cards: Apply for work permits and residence cards for employees, ensuring legal compliance for foreigners.
Read More: Law on Investment in Vietnam (Law No. 61/2020/QH14)
Conclusion
Setting up a company in Vietnam is a process that requires careful preparation, attention to local regulations, and strategic decision-making. By following the four essential steps—preparing a business plan, selecting the right location, compiling necessary documents, and conducting post-incorporation procedures—you’ll ensure your business gets off to a successful start. Whether you’re an investor or an expat, understanding the legal and operational aspects of business registration in Vietnam is key to achieving long-term success in this thriving market.
About Us
The Nest Asia is a one-stop resource offering comprehensive information, practical relocation advice, cultural insights, valuable connections, and trusted services to help expatriates living in Vietnam navigate the transition, overcome challenges, and build a fulfilling life abroad. Starting your journey in a new country can often feel overwhelming. The Nest Asia is your trusted partner – we’re here to simplify that process and ultimately make Vietnam feel like home for you and your loved ones.
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Disclaimer: The Nest Asia is not an authorized provider of official government or non-government services. The information provided is intended for general guidance only. While we strive to offer accurate and timely information, we make no representations or warranties regarding its completeness or accuracy.
