How to Setup a Company in Vietnam

Choosing the right legal structure and understanding the specific rules for foreign investment are critical. A misstep in these early stages can lead to costly delays and operational roadblocks down the line.

This guide provides a clear roadmap to navigating these requirements, covering everything from legal entities to tax compliance, so you can get set up in Vietnam correctly from the start.

Understanding Foreign Ownership Rules in Vietnam

The first question for any foreign investor is, “Can I own 100% of my business?” In Vietnam, the answer depends on the sector you want to operate in. The government allows for 100% foreign ownership in most sectors, which is a major reason for its attractiveness as an investment destination.

However, some industries are considered conditional or regulated, meaning foreign ownership is capped or requires special approval. A handful of sectors remain completely restricted.

Here’s a general breakdown of how some of the popular industries are classified in Vietnam as per Vietnam’s WTO Commitments.

Industries that allow 100% foreign ownership	Regulated industries ( ≤50% foreign ownership)	Restricted industries (no foreign ownership)
Trading  Ecommerce IT Education Food & beverage Hospitality Construction consultancy	Banks Logistics Land, sea, and aviation transportation Credit companies Advertising services Legal services Electronic gaming Agriculture	Fishing Security services Weapons and explosives manufacturing Public services (postal, judicial)

The WTO commitment determine whether you can operate independently or will need to form a joint venture with a local partner.

Different Types of Business Entities for Foreigners in Vietnam

Once you understand the ownership rules for your industry, you can choose a legal entity that matches your goals.

Here’s a breakdown of the most common legal entity options for foreign investors in Vietnam:

1: Limited Liability Company (LLC)

This is the most popular choice for foreign investors in Vietnam. You can set up an LLC with just a single founder (a Single-Member LLC) or with multiple partners (a Multi-Member LLC, up to 50 members). In case of a Single-Member LLC, it gives the sole owner full authority over operations. However, a Multi-Member LLC is governed by a Members’ Council. This flexibility combined with limited liability makes it a practical and common structure for businesses in sectors like trading, manufacturing, consulting, and IT services.

2: Joint-Stock Company (JSC)

If your goal is to raise capital or eventually list on the stock exchange, a JSC is the right structure. It requires at least three shareholders with no maximum limit, making it ideal for scaling. However, it comes with more complex governance and compliance requirements, including a Board of Directors.

3: Representative Office (RO)

For foreign companies looking to establish a presence in Vietnam without full commercial operations, an RO is a suitable, low-risk first step. An RO is used for non-revenue-generating activities like market research, promotion, and acting as a liaison with local partners. You cannot issue invoices or sign commercial contracts, but the setup is simpler and has fewer compliance burdens.

4: Branch Office

This structure acts as an extension of your parent company rather than a separate legal entity. It’s a less common option, typically limited to specific service sectors like banking or legal services where the parent company wants to maintain its global brand identity directly in Vietnam.

Key Requirements Before Your Setup Your Company in Vietnam

Before you can begin the registration process, you need to meet several key requirements related to capital, business address, legal representative, and documentation. Let’s take a look at these requirements:

1. Capital Requirements: For most business lines, Vietnam does not have a fixed minimum capital requirement. However, the licensing authorities will assess your proposed capital to ensure it is adequate to cover your business expenses until it can generate its own revenue. While a simple service company might be set up with less than USD 15,000, most businesses will require more, depending on their scope. Note that some sectors, like finance, language schools, or medical clinics, do have specific minimum capital requirements.
2. Registered Address: Your company must have a legal address in Vietnam. For most businesses, this must be a physical location with a valid lease agreement. However, certain service-based consulting firms may be able to use a registered office address.
3. Legal Representative: You must appoint at least one Legal Representative who has a residential address in Vietnam. This person can be a foreigner, but they will need a work permit or Temporary Residence Card to fulfill their duties legally.
4. Document Preparation: Any foreign documents you submit, such as your parent company’s registration certificate or financial statements, will need to be notarized, legalized by the Vietnamese consulate in your home country, and officially translated into Vietnamese.

Step by Step Company Setup Process in Vietnam

Registering your company in Vietnam as a foreigner requires approvals from several authorities during different stages of the process. Emerhub guides you through the entire process, handling all communication with local authorities on your behalf.

Step 1: Pre-Investment Approval (If Applicable)

For most businesses, the process begins with the IRC application. However, if your project is considered a “mega-investment” or falls into a sensitive sector (e.g., construction of airports or ports, casinos, projects in defense-sensitive locations), you must first seek Pre-Investment Approval from the relevant Vietnamese authorities.

Our local experts will help you identify whether your project requires this or not.

Step 2: Securing the Investment Registration Certificate (IRC)

The first mandatory step for all foreign-invested projects is to apply for an Investment Registration Certificate (IRC). This establishes your right to invest in Vietnam. To apply for IRC, you must submit a detailed investment project proposal, including proof of financial capacity (like audited financial statements) and a lease agreement or MOU for your business address.

The IRC process usually takes around 15 working days if all documents are in order.

Step 3: The Enterprise Registration Certificate (ERC)

Once your investment project is approved with an IRC, the next step is to obtain the Enterprise Registration Certificate (ERC). This is your official business registration that legally creates your company in Vietnam and provides your tax identification number.

The application for ERC requires your company charter and a list of all members and legal representatives. This step is much faster, usually taking around three working days.

Step 4: Complete Post-Licensing Procedures

With your IRC and ERC in hand, your company legally exists, but you’re not ready to start your business operations. There are several crucial follow-up steps to complete:

• Make a company seal (or “chop”).
• Open a corporate bank account.
• Contribute your charter capital (within 90 days of the ERC date).
• Complete initial labor registrations.
• Make the initial business license tax payment.
• Publicly announce your company’s establishment.

Step 5: Apply for Operations Specific Business Licenses (If Required)

A common misconception among many entrepreneurs is that you only need an ERC to operate in Vietnam. While this might be true for certain industries, if you plan to operate in sectors like retail, food and beverage, medical devices or education, etc, you will need additional sub-licenses/industry specific licenses to legally operate your business.

The most commonly required sub licenses in Vietnam are for operations concerning food, pharmaceuticals, E-commerce sales, importing, and exporting industries. 

Moreover, keep in mind that these business licenses in Vietnam generally have fixed-term validity ranging from 1 to 5 years. This means that to ensure compliance with local regulations, you will need to apply for license renewal before the expiration date.

Step 6: Ongoing Tax and Accounting Compliance

Once your company is operational, it is important to ensure ongoing compliance to avoid any set backs. Mainly, all foreign-owned companies must follow Vietnamese Accounting Standards (VAS) and have their annual financial statements audited.

For that, you must either appoint a chief accountant or work with a professional accounting service provider like Emerhub to meet these ongoing requirements.

Register Your Company in Vietnam with Emerhub

Regardless of the corporate structure of your limited liability company, you must acquire the relevant licenses for your business operations, nominate the necessary corporate officers and properly manage capital investments.

Emerhub’s local team will navigate the country’s regulatory landscape for you. Our experts ensure that your company is set up according to your business plans and operational needs through our company registration service. We also ensure full compliance with Vietnamese foreign ownership regulations through our comprehensive set-up process:

1. We’ll set up an initial consultation in which we’ll determine the right type of legal entity for your business operations or investment.
2. Emerhub will help draft Articles of Association and reserve a company name. We can also assist with trademarking your brand in Vietnam.
3. We will register your legal business address in Vietnam. We can also provide you with a virtual office or our property team can assist you in finding a suitable space for your company.
4. Our team will finalize company registration in Vietnam and ensure compliance with capital contribution deadlines.

Want to set up a company in Vietnam? Contact us via the form below and our local company registration experts will be in touch with you as soon as possible!