Vietnam's education market offers diverse opportunities for foreign investors. You can build a business that serves school-age children, working adults, or enterprise clients through language training, technical skills, or online learning.
But if you want a formal learning institution for formal preschools, general education (K-12) schools, and universities, you must meet high capital and facility standards. On the other hand, lighter models such as short-term training centers and digital platforms follow simpler licensing paths.
This guide explains how to set up an education business in Vietnam. We cover the available corporate structures for foreign investors and mandatory licenses for legal operation.
Can Foreigners Own an Education Business in Vietnam?
Under Vietnam's WTO commitments and Decree 86/2018/ND-CP (amended by Decree 124/2024/ND-CP), foreign investors can hold 100% equity of an educational institution. This covers language centers, preschools, K-12 schools, and universities, with no local partner required.
However, the regulatory environment places specific boundaries on how these businesses operate.
| Category | Activities | What it means |
|---|---|---|
| Open | Higher education, adult training, vocational centers, language centers, digital apps, corporate training, and EdTech | 100% foreign ownership allowed. No local partner required. |
| Conditional | Preschool and general K-12 education | 100% foreign ownership is allowed, but you must follow strict enrollment caps. Vietnamese students studying foreign curricula must not exceed 50% of the school's total student body. |
| Prohibited | National defense, state security, political education, religious instruction, and content that conflicts with Vietnamese social morality | Completely closed to foreign investment. |
The Ministry of Education and Training (MOET) approves educational content across all categories. This means, you can start your own education business as a foreigner. However, the challenge is meeting the conditions within a specific activity which we will discuss in detail below.
If you’re not sure where your model aligns, Emerhub can verify your market access and licensing requirements before you commit capital. Book a free consultation with our local team.
What Counts as an Education Business in Vietnam
The 2025 government restructuring moved vocational education out of the former labor ministry and into the Ministry of Education and Training (MOET). At a provincial level, the Department of Education and Training (DOET) handles licensing. So whether you run a language center, a coding academy, or a university, you work with the same education authority.
What still differs is the legal framework that governs your model. Both are regulated by MOET.
The general and higher education framework covers language centers, preschools, K-12 schools, and universities. These follow the Law on Education and the Law on Higher Education, both amended with effect from 1 January 2026. Foreign investment runs through Decree 86, as amended by Decree 124. This framework recognizes these institution types:
- Short-term language and informatics centers for non-degree language, test prep, and basic digital skills.
- Preschools and kindergartens for early childhood and early-years bilingual programs.
- General education (K-12) schools delivering national, foreign, or integrated curricula.
- Universities offering undergraduate and postgraduate degrees.
- Foreign university branch campuses are open only to institutions ranked in the global top 500 in one of the last three years.
The vocational education framework covers career-focused, technical training. It follows the new Law on Vocational Education No. 124/2025/QH15, in force since 1 January 2026. It recognizes these institution types:
- Vocational training centers: Short courses in job-specific skills, including IT coding bootcamps, professional and hospitality academies, and corporate upskilling.
- Vocational intermediate schools: Multi-year institutions granting vocational diplomas.
- Vocational colleges: Institutions granting associate-level technical and applied qualifications.
A language center and an IT coding bootcamp may look the same, but they answer to different frameworks with different capital floors and licensing conditions. Emerhub can verify your specific classification and map out the licensing route that applies to your intended activities.
Common Education Business Models for Foreign Investors in Vietnam
Below are three most common routes that foreign investors take to enter the Vietnamese education sector. Your choice depends on your degree of control, how much capital you are ready to commit, and how fast you need to be operating.
1. Academic Institutions (Preschools, K-12, and Universities)
This model represents a formal educational structure or schooling system. You can enter this sector through three main methods:
- Greenfield Projects: You purchase or lease land, construct a physical campus, and apply for all licenses from scratch. This method gives you maximum control but requires the highest capital investment and the longest setup time.
- Educational Linkages: You partner with an existing Vietnamese school to deliver your foreign curriculum inside their facilities. This partnership model allows you to launch quickly because you utilize your partner's existing operational license. MOET approves these linkage programs for five-year renewable terms.
- Acquisitions: You purchase shares in an already licensed Vietnamese private school. This allows you to inherit the campus and the student body immediately. However, you must perform deep legal due diligence because the moment foreign capital enters the business, the school must meet all foreign-invested standards.
Best for: Investors focused on academic, degree, or curriculum-based education with a long-term horizon.
2. Vocational and Skills Training Institutions
Vocational training focuses on career-ready skills. The government pushes this sector to close shortages in technical industries like semiconductor manufacturing, artificial intelligence, and software engineering.
The updated Law on Vocational Education actively courts enterprise-linked providers. If you already run a factory or tech operation in Vietnam, you can establish an in-house vocational center to train your staff and receive favorable operational approvals:
- your training costs count as deductible business expenses
- you pay no import duty on the machinery and equipment you bring in for the center.
If your center also enrolls paying students from outside your company, it qualifies under tax incentives for education and training businesses:
- A 10% corporate income tax rate for the life of the project, instead of the standard 20%.
- Four years with no corporate income tax, then a 50% reduction for the following five to nine years, depending on your location.
- Reduced or waived land rent in government-designated priority areas.
- No VAT on the training fees you charge.
3. Online Education Platforms (EdTech Businesses)
EdTech businesses use technology to deliver education to school‑age students, university students, working professionals, or enterprise clients. They can operate independently or support a physical institution.
- E-Learning and Interactive Classrooms: Real‑time lessons with teachers via video, virtual classrooms, or interactive platforms. This is often treated as a form of short‑term training and may require an educational operating license, adapted for online delivery.
- Pre-Recorded Courses and Learning Apps: Host recorded lessons, micro‑learning modules, test prep courses, or self‑paced programs. These platforms may register under IT and e‑commerce services instead of as education institutions, as long as they meet content and consumer protection rules.
- Hybrid Models: Combine a physical center with online delivery. For example, a language school that offers in‑person classes and online packages or a vocational center that runs theory lessons online and practices in a workshop.
Registering your EdTech platform as a software and technology developer can unlock highly favorable tax incentives. This includes a preferential 10% corporate income tax rate and software company tax holidays.
Emerhub can help you build your corporate structure on solid footing and optimize it around incentives you qualify for. Talk to our experts to get started.
How to Set Up an Education Business in Vietnam: Step-by-Step
The setup generally follows the same process across institution types, with heavier scrutiny at the higher-education end. Emerhub serves as your compliance partner throughout the process. Our local experts handle the entire licensing process on your behalf.
Step 1: Choose Your Corporate Structure
Your legal setup depends entirely on your operational goals. Foreign investors typically choose between one of two forms:
| Structure | Best for | Key point |
|---|---|---|
| Limited liability company (LLC) | Language centers, vocational schools, and EdTech companies | Held by 1 to 50 members with no shares. Simpler to set up and keeps ownership tightly controlled. |
| Joint stock company (JSC) | Large schools or universities that plan to raise capital | Needs at least 3 shareholders and can issue shares. This allows you to bring in investors or list publicly later. |
Step 2: Incorporate the Company and Obtain the ERC
The first formal legal step is obtaining your Enterprise Registration Certificate. The Business Registration Office issues this certificate within 3 to 5 business days after you submit your application. Emerhub prepares, notarizes, and files the full application, which generally includes the following documents:
- Company charter
- List of owners with their ownership percentages
- Passport copies of the owners and legal representative
- Registered office lease or address confirmation
- Enterprise registration application form
Once issued, the ERC lets your company act as a legal entity. You can sign your lease, open a corporate bank account, hire local staff, and sponsor work permits for your foreign teachers. Emerhub helps you run these in parallel to ensure you stay on track with your timeline. Note that you cannot commence operations until you secure the IRC and operational license and permits (see step 4 and after).
Step 3: Securing the Investment Registration Certificate (IRC)
The IRC records your investment project, your business lines, and your total capital commitment. It is still mandatory, but under the new Law on Investment, it no longer gates your company incorporation. This change allows you to incorporate first, as noted in Step 2, then file for the IRC within 12 months.
The provincial Department of Finance, which absorbed the former DPI, reviews the dossier. Emerhub compiles and submits it, including:
- A detailed business and education plan
- Financial projections for the project
- Proof of financial capacity, such as recent bank statements or audited financials
- The premises lease
- Legalized corporate and identity documents of the investor
The table below outlines the capital floors for different educational models:
| Model Category | Setup Type | Minimum Investment Capital | Notes |
|---|---|---|---|
| Academic Track (DOET) | Physical Language Center | VND 20 million per trainee (approx. USD 800) | Calculated based on peak physical capacity. If leasing, this floor is reduced to 70% (VND 14 million per student). |
| Vocational Track (DOET) | Independent Vocational Center (e.g., Coding Bootcamp) | VND 5 billion total (approx. USD 200,000) | Absolute floor for standard commercial skills academies. |
| The Hybrid Model | Physical Center + Live Digital Platform | VND 20 million per in-person student | The Hybrid Hack: Capital is calculated only on the peak concurrent capacity of your physical classrooms, not your virtual user base. |
| Pure EdTech Model | Self-paced app / Pre-recorded courses (IT/Software) | No statutory minimum (Determine on feasibility) | Bypasses educational capital floors entirely. Recommended setup capital: USD 15,000 to USD 30,000 to show operational viability. |
| Corporate Training (B2B) | Enterprise Consulting & Professional upsells | No statutory minimum (Determine on feasibility) | The B2B Exemption: By registering under CPC 865/866 (Management Consulting), you bypass DOET entirely with a starting capital of USD 10,000 to USD 15,000. |
Note: Appraisers often weigh whether your capital realistically supports your scale of operations. We advise a committed amount that matches the scale of your operations.
You can leverage two crucial rules to reduce these capital requirements:
- Leased Facility Reduction: If you lease physical facilities or use premises contributed by a local partner rather than constructing a new school, the state reduces your minimum investment rate to 70% of the standard rate. University branch campuses do not qualify for this reduction. A minimum 5-year lease agreement is also required.
- The 50% Capital Realization Rule: Under Decree 124, you must physically deposit and realize at least 50% of your total committed investment capital by the time local authorities conduct their physical on-site appraisal of your school. You must fund the remaining balance within 5 years.
All registered investment capital must flow through a specialized bank account called a Direct Investment Capital Account (DICA). Emerhub can help you open this account at a licensed bank in Vietnam. If you transfer your start-up capital through a standard personal bank account, the state will not recognize your investment, and you will fail your annual financial audits.
Step 4: Obtain Your Operational Permits and License
To start teaching or selling services, you must secure your final operating approvals. Your licensing pathway depends entirely on how you deliver your programs. Emerhub manages the preparation and filing of each specific licensing dossier to ensure you pass regulatory reviews without delay.
| Business Model | Primary License Required | Key Compliance Requirements |
|---|---|---|
| Academic Institutions (Preschool, K-12, Universities) | 1. Establishment Decision (People's Committee/PM)2. Educational Operation Permit (DOET/MOET) | Minimum land and building area ratios; curriculum must be accredited in its home country for over 5 years; 50% enrollment cap on local students. |
| Vocational Institutions (Vocational Centers, Intermediate, Colleges) | 1. Establishment Decision (People's Committee)2. Vocational Education Activity Registration Certificate (DOET) | Align programs with the Law on Vocational Education 2025; satisfy vocational capital floors (VND 5 to 100 billion). |
| Physical Language Centers (Short-term continuing education) | Educational Operation Permit (DOET)(Bypasses the Establishment Decision step) | Average classroom area of 2.5m² per trainee; qualified director with appropriate academic and teaching credentials. |
| Pure EdTech (Self-paced, pre-recorded apps) | E-Commerce Platform Permit (MoIT) | Software publishing & IT registration; compliance with consumer protection rules. |
| Hybrid & Live Online (Interactive virtual rooms) | DOET Short-Term Operating License | Digital delivery software specifications; online security plan; approved virtual curriculum. |
| B2B Corporate Training (Strictly enterprise consulting) | Management Consulting Registration (CPC 865/866) | Strictly limited to B2B contracts. No public walk-in classrooms or academic degree issuance. |
Step 5: Secure Approval and Manage Ongoing Compliance
Before DOET issues an operating permit for a physical or hybrid center, they will perform on-site inspections.
- Space Requirements: Physical classrooms must maintain a minimum average teaching area of 1.5m² per student per session or 2.5m² for standard language centers.
- Fire Safety (PCCC): You must secure a physical Fire Prevention and Fighting Certificate (PCCC) from the municipal police before the DOET audit. This is often the longest bottleneck in the setup timeline.
- Hybrid Setups: DOET will only audit the administrative offices and designated testing/physical tutoring rooms, leaving server infrastructure to digital auditors.
If you run an EdTech online platform, your audit is 100% digital. Under the Personal Data Protection Law (PDPL, effective January 2026) and the Law on Cybersecurity:
- Data Processing Impact Assessment (DPIA): You must prepare and file a comprehensive DPIA dossier with the Ministry of Public Security (MPS) outlining how you process, store, and secure student data.
- Data Localization: Under the Law on Cybersecurity, if you collect personal data of Vietnamese users, certain diagnostic and profile data must be localized on servers physically located within Vietnam.
- Appointed DPO: You must designate a Data Protection Officer (DPO) and establish strict consent protocols (opt-in/opt-out mechanisms) on your learning portal.
The approval timeline depends on the scale of your operations and business model:
- Purely digital platforms and software services generally secure their approvals within 2 to 3 months.
- Standard physical centers and language schools require 3 to 4 months to account for fire safety and facility inspections.
- Setting up a full-scale academic institution or K-12 school is a much longer process. Typically requires 12 to 18 months to navigate local planning permits and construction checks.
Once you are operational, you take on a string of recurring obligations. The clock starts with hiring. You have 30 days to enroll staff in compulsory social insurance. From there, payroll runs on e-invoicing under monthly personal income tax withholding. And at each year-end, you file audited financial statements under Vietnamese Accounting Standards within 90 days.
Start Your Education Business in Vietnam with Emerhub
Emerhub helps foreign investors enter Vietnam's education sector and stay compliant from company registration to ongoing compliance. Our team in Vietnam handles company incorporation and the licensing process end-to-end. We also manage work permits and visas for foreign teachers, and ongoing tax and payroll compliance once you have established operations.
If you are still testing the market, we can support you through an entity setup that matches your scale, whether that is a lean EdTech platform or a full-scale academic institution.
Ready to set up an education business in Vietnam? Fill out the form below, and our local consultants will help you navigate the right structure and licensing route.
Frequently asked questions
Can a foreign investor fully own an education business in Vietnam?
Foreign investors can hold full ownership of most education businesses in Vietnam, including language centers, preschools, K-12 schools, and universities, under Vietnam's WTO commitments and Decree 86. The main restriction applies to enrollment rather than ownership. International schools admitting Vietnamese students into foreign programs must keep them under 50% of the students per class.
How much capital do I need to open a language center in Vietnam?
A language center registers as a short-term training institution and requires a minimum investment of VND 20 million per trainee, roughly USD 800, excluding land costs. The total minimum is calculated at your peak projected enrollment. If you lease your premises or use facilities contributed by a Vietnamese partner, the minimum drops to 70% of that figure.
How long does it take to set up an education business in Vietnam?
Setup timelines depend heavily on the institution type. A short-term training center or company setup for education services can take a few weeks for the initial registration, though sub-licenses extend the total. A university involves Prime Minister investment approval and a VND 1 trillion commitment, which makes it a far longer and more demanding process.
Can a foreign-invested company acquire an existing Vietnamese school?
Foreign investors can acquire shares in existing Vietnamese educational companies. This strategy allows you to skip the initial greenfield construction phase. However, your legal team must conduct thorough due diligence. This is to ensure the target company continues to meet all capital rates, facility standards, and curriculum compliance requirements established under the updated Decree 124/2024/ND-CP.
Are there limits on the number of foreign teachers I can hire?
While there is no strict cap on the number of international teachers you can employ, you must justify your recruitment requirements to the local Department of Labor. Additionally, your school must always maintain a compliant student-to-teacher ratio. This is capped at a maximum of 25 students per teacher for short-term training centers.