Vietnam company registration
How to register a company in Vietnam
With Emerhub, you can set up your Vietnamese company with 100% foreign ownership in most sectors and no statutory minimum capital. We handle everything from the market access check and both licensing certificates to the capital account, sub-licenses, and compliance.
Companies we've helped set up in Vietnam
Before you start
What to decide before anything is filed
The choices made before the first dossier is filed determine how smoothly the rest goes. Make them deliberately.
Decision 01
Your sector and market access
Vietnam runs a negative-list regime: most activities are fully open to foreign ownership, while the conditional list carries ownership caps, joint-venture requirements, or extra approvals. Where your exact business lines sit on that list shapes the entire setup, including whether sub-licenses follow.
How market access gets checked →Decision 02
The charter capital figure
There is no statutory minimum, but the licensing authority assesses whether the capital is sufficient for the registered project, and the full amount must arrive within 90 days of incorporation. Too low invites rejection and weak credibility; too high locks in money. The number is a judgment call.
How the figure gets set →Decision 03
The legal representative
At least one legal representative must reside in Vietnam, holding broad authority to bind the company. Who takes the role, a relocating founder, a trusted hire, or an arranged appointment, and how their authority is scoped in the charter, is a control decision as much as a compliance one.
How the role gets scoped →Decision 04
Location and address
The province determines your licensing authority, and the address type follows the activity: a serviced office works for services and consulting, while manufacturing, retail, and F&B need real premises with proper documents. Vietnam's 2025 provincial mergers also redrew the administrative map, so older address guidance may be stale.
How the address gets settled →Or skip the homework: a thirty-minute call with our team settles each of these for your case.
Schedule a callThe checklist
Key requirements when setting up a company in Vietnam
What the law requires of a foreign-invested company. If you can tick these six, you can incorporate.
- One or more investors. Individuals or corporate entities, any nationality. A single foreign investor can own 100% through a single-member limited liability company in open sectors.
- A resident legal representative. At least one legal representative must reside in Vietnam; when they travel, authority is delegated in writing. A relocating founder can hold the role.
- A registered address in Vietnam. A serviced office works for service businesses; manufacturing, retail, and F&B need real premises with lease documents the authorities will verify.
- Charter capital sufficient for the project. No statutory minimum in most sectors, but the licensing authority assesses adequacy, and the full amount must be contributed within 90 days of the ERC.
- An activity that clears market access. Most sectors are fully open; conditional sectors carry ownership caps or conditions that must be met at registration.
- Legalized investor documents. Corporate investors need their certificate of incorporation and financials notarized and legalized in the home country; individuals need passports and proof of funds.
The process
Steps to register a company in Vietnam
Below are the steps to set up a company in Vietnam as a foreign investor, in the order they happen. For each one you will find what to prepare, what it costs, how long it takes, and the mistakes we see most often, so you can plan the whole project before you start it.
1
Check market access for your sector
Vietnam treats foreign investment through a negative list: unless your activity appears among the conditional sectors, you have the same market access as a Vietnamese investor, including 100% ownership. The conditional list carries ownership caps, joint-venture requirements, or experience conditions, drawn from Vietnam's WTO commitments and free trade agreements, and it is checked against your exact registered business lines rather than your industry in general.
The check also surfaces what comes after incorporation: retail distribution carries its own trading license, education, logistics, and fintech carry sectoral approvals, and manufacturing brings environmental and facility requirements. Knowing the full license path before filing is the difference between a four-week setup and a stalled one.
We map your planned activities against the current market access conditions, confirm the ownership position, and lay out every approval the project will need, in order, before anything is filed.
Common pitfallRegistering broad business lines "to keep options open." Every conditional line in the registration invites scrutiny, conditions, and sometimes ownership caps that wouldn't otherwise apply. Register what the company will do, structured cleanly; add lines later when they become real.
2
Structure the company, capital, and legal representative
Most foreign investors register a limited liability company: a single-member LLC for one investor, multi-member for up to fifty, with a joint stock company reserved for structures that genuinely need shares and many investors. At least one legal representative must reside in Vietnam, holding the authority to sign for the company; a relocating founder can take the role, and how it's scoped in the charter is a real control decision.
The charter capital has no statutory minimum in most sectors, and that is exactly why it needs judgment. The licensing authority assesses whether the figure is sufficient for the registered project, banks and counterparties read it as a substance signal, and the full amount must arrive in Vietnam within 90 days of incorporation. Most service companies register somewhere between USD 10,000 and USD 50,000; capital-heavier projects register what their plan actually needs. The figure also feeds the investment project totals on the IRC, so it gets set once, deliberately.
Corporate investors prepare their home-country documents now: certificate of incorporation, financial statements, and authorizations, notarized and legalized, since the legalization chain is the slowest document on the critical path.
Common pitfallRegistering a token charter capital to minimize commitment. The authority queries whether it can fund the project, the bank reads it as a shell signal, and raising capital later means amending the IRC, the ERC, and the charter, which costs more than registering the right figure at the start.
3
Obtain the Investment Registration Certificate (IRC)
The IRC registers the investment project itself: objectives, total investment capital, the contribution schedule, location, and timeline, filed with the provincial Department of Finance (which absorbed the former Department of Planning and Investment in Vietnam's 2025 government restructuring). The statutory processing time is about 15 working days from a complete dossier.
The phrase that matters is "complete dossier." The most common delay in a Vietnamese setup is the clarification round: an officer querying the business scope, the capital adequacy, or the project explanation, each round adding five to ten working days. A submission drafted to anticipate those questions is worth more than a fast one. Worth knowing: since the Law on Investment 2025 took effect on 1 March 2026, investors can also establish the enterprise first and complete the investment registration after, a sequencing choice we weigh case by case.
Common pitfallTreating the IRC as a formality and the project description as boilerplate. The IRC fixes the project's legal frame: its capital, scope, and schedule. Sloppy numbers here mean amendments later, and every later license and report gets checked against what this document says.
4
Obtain the Enterprise Registration Certificate (ERC)
The ERC creates the legal entity: company name, registered office, legal representative, charter capital, and business lines, issued by the Business Registration Office under the framework Decree 168/2025 digitalized from July 2025. Submissions now run through Vietnam's e-identification system, and the certificate carries the company's tax ID, so there is no separate tax registration application.
With the ERC in hand, the company exists: the seal is made and self-managed (no police registration anymore), the incorporation is publicly announced within 30 days, and the 90-day clock on the capital contribution starts running from this date.
Common pitfallChoosing a company name without checking the register and the trademark database together. The Business Registration Office checks name conflicts on its register; it does not protect you from a trademark dispute later. Both get searched before the name goes on the dossier.
5
Complete the post-licensing setup
Between the certificates and actual operations sits a layer of setup that decides how smoothly the company runs. The digital signature token comes first, since nearly every filing is electronic. E-invoicing is mandatory in Vietnam, so the company registers with the tax authority's e-invoice system before issuing its first invoice. The bank accounts follow: a current account for operations and the direct investment capital account (DICA) that all capital, and later all profit repatriation, must flow through.
Then the sub-licenses your activity carries: retail and distribution need the trading license, food businesses their safety certifications, and conditional sectors their approvals. For consumer products, our Vietnam product registration service covers the declarations and registrations goods need before they can sell.
What gets set up
- Digital signature token for electronic filings
- E-invoice registration with the tax authority, mandatory before the first invoice
- Operating account and the direct investment capital account (DICA)
- Trading license for retail and distribution, where the activity needs it
- Sector sub-licenses and product registrations, per your business lines
Common pitfallIssuing the first invoice before the e-invoice registration is active. Vietnamese invoices are validated through the tax authority's system, an invoice outside it is not a valid invoice, and customers' accountants will reject it. The registration takes days, and cleaning up invalid invoices takes much longer.
6
Contribute the charter capital within 90 days
The full charter capital must arrive through the DICA within 90 days of the ERC. The deadline is statutory and the consequences of missing it are real: the company must reduce its registered capital to what was actually contributed, with penalties, an amendment cascade through the IRC and ERC, and a credibility mark that follows the company into bank reviews and license applications.
The wire itself needs care: the remitting account should belong to the registered investor, the amount should match the registration, and the bank's paperwork should record it as capital contribution, since that record is what later supports profit repatriation. We coordinate the transfer with the bank so the money lands correctly the first time.
Common pitfallWiring capital from a third party, a personal account when the investor is a company, or a related entity "for convenience." The contribution must come from the registered investor, and a mismatched remitter creates a problem that surfaces years later, when profits need to leave Vietnam through the same documented channel.
7
Activate the company's compliance
Vietnam audits every foreign-invested enterprise: annual audited financial statements are mandatory regardless of size or activity, filed alongside the corporate tax finalization. The good news is that the compliance bill got lighter in 2026: the annual business license tax was abolished from 1 January 2026, and the new corporate income tax law brought reduced rates for small enterprises, though the preferential rates exclude subsidiaries of larger groups, so most FDI subsidiaries plan around the standard 20%.
What needs to be set up
- Auditor of record: every foreign-invested enterprise files audited statements annually, with no exemption
- Tax cycle: VAT and personal income tax filings monthly or quarterly, provisional corporate tax quarterly, finalization after year end
- Investment reporting: periodic reports on the project's implementation against the IRC, a uniquely Vietnamese obligation foreign founders rarely expect
- Beneficial ownership records: declared and kept current under the 2025 enterprise law amendments
- Social and health insurance registration with the first hire, including foreign employees
- Work permits for foreign staff and working founders, sponsored by the company
Our Vietnam accounting service then runs the recurring cycle: bookkeeping, the filings, the audit, and the investment reports, handled by the same team that set the company up.
Common pitfallRunning the first year on "we'll sort the books at audit time." Vietnamese accounting runs on its own standards, in Vietnamese, with e-invoices validated in real time, and reconstructing a year of records backwards costs several times more than running the books properly from the start. The system gets set up in month one.
Map your Vietnamese setup in one call
A free, no-obligation consultation with our Vietnam team. You'll come away knowing how your sector sits under the market access rules, the charter capital figure that gets approved, and a realistic timeline for your case.
Required documents
Documents required to register a company in Vietnam
Everything the incorporation needs, split into what you gather and what gets prepared and filed for you. Run through it before kickoff.
Documents you provide
- Passport copiesNotarized, for each individual investor and the legal representative
- Proof of investor fundsBank statement or confirmation matching the planned charter capital
- Corporate investor documentsCertificate of incorporation, charter, and latest financials, notarized and legalized in the home country
- Authorization documentsFor the person signing on a corporate investor's behalf
- Registered address documentsLease or serviced office agreement with the landlord's papers
- Description of planned activitiesFor the market access check and the registered business lines
- Legal representative detailsThe Vietnam-resident representative's identification and residence information
Prepared and filed for you
- IRC dossierProject proposal, capital plan, and schedule, drafted to anticipate authority questions
- ERC dossierCharter, member or shareholder lists, and the registration filing
- Company charterGovernance, legal representative authority, and capital terms
- Public announcementWithin 30 days of incorporation
- Seal and digital signature setupMade, registered where needed, and self-managed
- E-invoice and bank account setupTax authority registration plus the operating account and DICA
- Sub-license applicationsTrading license and sector approvals, per your business lines
- Compliance calendarAudit, tax, and investment reporting dates for the first two years
The timeline
Vietnam company registration timeline
The IRC sets the pace at around 15 working days, with the ERC following inside a week. Plan four to eight weeks to a fully operational company, with the 90-day capital window running in parallel from incorporation.
Incorporation (IRC + ERC)
Banking and capital contribution
Setup and compliance (parallel)
Common questions
Vietnam company registration FAQs
Specific questions about setting up a foreign-invested company.
How long does it actually take to register a company in Vietnam?
Plan four to eight weeks for a standard service or trading company: around 15 working days for the IRC, three to seven for the ERC, then the bank accounts, e-invoice setup, and any sub-licenses. The variable is the clarification rounds on the IRC dossier, each adds five to ten working days, so a complete first submission saves more time than a quick one. Conditional sectors and projects in industrial zones run longer.
How much does it cost?
Government fees are minor in Vietnam, and from 2026 there is no annual business license tax either. The real costs are the service fees, document legalization in your home country, and the charter capital, which is not a cost: it goes into your own company's account and funds the business. Schedule a call and we'll quote your exact case.
Can a foreigner own 100% of a Vietnamese company?
In most sectors, yes. Vietnam runs a negative-list regime: unless your exact business lines appear on the conditional list with ownership caps or conditions, you have full market access, including 100% ownership through a single-member LLC. The check is done against registered business lines rather than industries in general, which is why the classification work comes first.
What's the difference between the IRC and the ERC?
The IRC registers the investment project: its capital, scope, location, and schedule. The ERC creates the company itself and carries its tax ID. For years the IRC had to come first; since the Law on Investment 2025 took effect on 1 March 2026, investors can also establish the enterprise first and complete the investment registration after. Which sequence serves you better is a case-by-case call, and most older guides don't yet reflect that the choice exists.
What's the minimum charter capital?
There is no statutory minimum in most sectors, but the licensing authority assesses whether the figure can fund the registered project, and the full amount must be contributed within 90 days. Most service companies register between USD 10,000 and 50,000; capital-heavier projects register what their plan needs. Token figures get queried, read as shell signals by banks, and cost amendments later.
Do I need a Vietnamese director?
Not a Vietnamese national, but at least one legal representative must reside in Vietnam. A relocating founder can hold the role; otherwise the structure needs a trusted resident appointee, with their authority scoped carefully in the charter, since the legal representative can bind the company. When they travel, authority is delegated in writing.
Can I register without coming to Vietnam?
Largely, yes. The dossiers are prepared and filed on your behalf with notarized and legalized documents from your home country, and signing runs through authorized representatives. The constraint is the resident legal representative requirement and the bank's KYC, where requirements vary by bank; we match the setup to how remote you need it to be.
What happens if I miss the 90-day capital deadline?
The company must reduce its registered capital to what was actually contributed, with administrative penalties and an amendment cascade through the IRC, ERC, and charter. The record also follows the company into bank reviews and license applications. The deadline is statutory, so the capital plan is set against it from day one.
Do I need a trading license to sell in Vietnam?
For retail distribution as a foreign-invested company, yes: the trading license comes after the ERC and before selling to consumers, with its own conditions and provincial processing. Wholesale and most B2B distribution run lighter. E-commerce platforms and consumer products layer their own registrations on top, which is exactly the sequencing we map in step one.
Does every foreign company need an audit?
Yes. Every foreign-invested enterprise in Vietnam files audited financial statements annually, regardless of size or activity, with no exemption. The audit pairs with the annual tax finalization and the investment reports, which is why the books need to run on Vietnamese standards from month one rather than being reconstructed at year end.
What taxes will the company pay?
Corporate income tax at the standard 20%, VAT (commonly 10%, with reduced rates in force at times), and withholding obligations on salaries and certain payments. The 2025 tax law introduced 15% and 17% rates for small enterprises, but they exclude subsidiaries of larger groups, so most FDI subsidiaries plan around 20%. A three-year CIT exemption for newly registered SMEs also arrived in 2025; whether a foreign-invested company qualifies depends on conditions we confirm case by case. The annual business license tax is gone as of 2026.
Can I work in my own company?
With a work permit, sponsored by your own company, and investors holding qualifying capital levels can be exempt from the permit while still needing the right residence status. Either way, the company supports your temporary residence card, and the immigration position is planned alongside the structure rather than after it.
Setting up in Vietnam?
Talk to our Vietnam team
A free, no-obligation consultation: thirty minutes with our Vietnam team to confirm your market access position, the right charter capital for your project, and a realistic timeline.