Company Setup Process And Requirements In Vietnam

Introduction

Vietnam has become one of the most attractive destinations in Southeast Asia for foreign investment and business expansion. With a rapidly growing economy, competitive labour costs, strategic geographic location, and a young workforce, the country continues to draw multinational corporations, startups, and international entrepreneurs seeking new opportunities.

Establishing a company in Vietnam requires compliance with a series of legal procedures governed primarily by the Law on Enterprises, the Law on Investment, and related regulatory decrees. Although the Vietnamese government has made significant efforts to simplify administrative procedures and promote foreign investment, new investors and entrepreneurs must still navigate a structured process that includes business registration, tax registration, and post-establishment compliance obligations.

Understanding the company registration process in Vietnam is essential for both domestic and foreign investors. Proper preparation of documentation, selection of the appropriate business structure, and compliance with regulatory requirements can help businesses avoid delays and ensure a smooth market entry.

This guide provides a comprehensive overview of the company setup process and requirements in Vietnam, including step-by-step procedures, legal requirements, and frequently asked questions relevant to investors planning to establish a business in the country.

Procedures for Registering a New Enterprise

Setting up a company in Vietnam generally involves several key phases, beginning with preparation of company information and ending with post-establishment compliance procedures.

The entire process can be divided into five main phases, each involving specific tasks and documentation requirements.

Phase 1: Prepare All Necessary Information to Create the Business Registration Application

Before submitting an application for company registration, investors must carefully prepare all required information about the new enterprise. This step is crucial because incomplete or inaccurate information may delay the approval process.

Several key decisions must be made during this stage.

Choosing the Type of Business

Vietnamese law recognizes several forms of business entities. The most common types include:

Limited Liability Company (LLC)
This is the most popular structure for small and medium-sized businesses. It can be established as either:

Single-member LLC (owned by one individual or organization)
Multi-member LLC (owned by two to fifty members)

LLCs offer limited liability protection, meaning members are only responsible for the company’s debts within the amount of capital they contribute.

Joint Stock Company (JSC)
This structure is commonly used by larger businesses and companies planning to raise capital through shareholders. A JSC requires at least three shareholders and allows shares to be transferred more easily.

Representative Office
A representative office is not allowed to conduct direct profit-generating activities. It is mainly used for market research, liaison activities, and promotion of the parent company’s business.

Branch Office
A branch may conduct business activities similar to the parent company but does not have separate legal personality.

Selecting the appropriate business type depends on the investor’s business objectives, capital structure, and operational plans.

Choosing the Business Sector

Vietnam maintains a classification system for business sectors based on the Vietnam Standard Industrial Classification (VSIC).

Businesses must register their intended business activities using the corresponding industry codes. Some industries are classified as conditional business sectors, meaning additional licenses or regulatory approvals are required before the company can legally operate.

Examples of conditional sectors include:

education and training
healthcare services
financial services
logistics and transportation
tourism services

Investors should carefully review whether their planned activities fall under conditional sectors and prepare the necessary permits accordingly.

Naming the Company

Choosing a company name is another important step in the registration process.

Vietnamese regulations require that the company name:

does not duplicate an existing registered enterprise name
does not violate cultural or social norms
includes the company type designation (e.g., LLC or JSC)

The name usually consists of two components:

the business type
the proper name of the company

For example: ABC Technology Company Limited.

Companies may also register an English name and an abbreviated name if needed.

Determining the Company’s Registered Address

Every company must have a registered office address in Vietnam.

The registered address must:

be a legitimate physical location
comply with local zoning regulations
not be located in residential apartments that are not authorized for business activities

This address will be used as the official headquarters of the company for administrative and legal purposes.

Identifying the Members or Shareholders Contributing Capital

During company formation, investors must determine the individuals or organizations that will contribute capital to the company.

For foreign-invested companies, investors may include:

foreign individuals
foreign corporations
Vietnamese individuals or entities

The ownership structure must be clearly defined in the company’s registration documents.

Determining the Amount of Charter Capital

Charter capital refers to the total capital that members or shareholders commit to contribute to the company.

Vietnamese law generally does not impose a strict minimum capital requirement for most industries. However, investors should select a reasonable capital amount that reflects the scale of the planned business operations.

For some regulated industries, minimum capital requirements may apply.

Identifying the Legal Representative

Every company in Vietnam must appoint at least one legal representative.

The legal representative is responsible for representing the company in legal transactions and administrative procedures. This individual may hold titles such as:

director
general director
chairman of the board

The legal representative must reside in Vietnam or ensure that an authorized person is available to fulfill responsibilities when they are absent.

Phase 2: Drafting and Submitting Company Establishment Documents

After preparing the necessary information, the next phase involves drafting the official documents required for company registration.

Application for Company Registration

The application form includes basic information about the company, such as:

company name
business address
business sectors
charter capital
information about members or shareholders

This document must be signed by the company’s legal representative.

Company Charter

The company charter functions as the internal constitution of the enterprise.

It defines:

organizational structure
management authority
rights and obligations of members or shareholders
procedures for decision-making

The charter must be signed by all founding members or shareholders.

List of Contributing Members or Shareholders

For companies with multiple owners, a list of members or shareholders must be prepared.

This list includes details such as:

full name
nationality
capital contribution amount
percentage of ownership

Copies of Identity Documents of Members or Shareholders

Supporting identification documents must also be provided.

For individuals, this typically includes:

passport or national identification card

For organizations, this may include:

certificate of incorporation
business registration certificate

These documents may require notarization and consular legalization if issued outside Vietnam.

Investment Registration Certificate (If the Company Has Foreign Capital)

If foreign investors participate in the company, they may first need to obtain an Investment Registration Certificate (IRC).

The IRC confirms approval of the investment project and must be issued before the enterprise registration certificate can be obtained.

Phase 3: Filing the Application and Publishing the Announcement

After preparing the necessary documents, the next step is to submit the company registration application.

Identify the Relevant Registration Authority: Applications must be submitted to the Business Registration Office under the Department of Planning and Investment in the province or city where the company will be headquartered.

Submit the Application and Pay the Announcement Fee. The application may be submitted either:

directly at the registration office
through the national online business registration portal

Applicants must also pay a fee for publishing the enterprise registration announcement.

Receive the Business Registration Certificate: If the application is approved, the authority will issue the Enterprise Registration Certificate (ERC). This certificate confirms the company’s legal existence and includes essential information such as:

company name
enterprise code
registered address
legal representative

Publish the Enterprise Registration Announcement

Within the required time period, the company must publish its registration information on the National Enterprise Registration Portal.

Phase 4: Making the Company Seal

After obtaining the enterprise registration certificate, the company must create its official seal.

Designing the Seal Template

Vietnamese companies are allowed to design their own seal format. The seal typically includes:

company name
enterprise identification number

Engraving the Seal: The company may engage a licensed seal engraving service to produce the seal.

Receiving the Company Seal

Once the seal has been produced, the company may begin using it for official documents and transactions.

Phase 5: Post-Establishment Procedures

After company registration is completed, several additional steps are required before the company can begin full operations.

Displaying the Company Signboard: The company must place a signboard at its registered headquarters address.

Registering for a Digital Signature: A digital signature is required for submitting tax declarations and other online filings.

Registering for a Bank Account: The company must open a corporate bank account for financial transactions.

Registering for Online Tax Filing: Businesses are required to register with the tax authority’s electronic filing system.

Submitting Tax Returns and Paying Business License Tax: Companies must submit periodic tax declarations and pay the annual business license tax.

Registering the VAT Calculation Method: Companies must select the appropriate method for calculating value-added tax (VAT).

Registering and Notifying the Use of Electronic Invoices: Vietnam requires companies to issue electronic invoices when conducting transactions.

Preparing Business Conditions for Conditional Sectors: If the company operates in conditional sectors, it must obtain the necessary additional licenses before commencing operations.

The Result After Completing All Legal Procedures

Once all registration and post-establishment procedures have been completed, the company is legally recognized and authorized to conduct business in Vietnam.

At this stage, the enterprise will have:

an enterprise registration certificate
an official company seal
a registered tax identification number
an operational bank account
access to electronic tax and invoicing systems

The company can now legally sign contracts, hire employees, and conduct commercial activities.

Requirements to Establish a Company in Vietnam

Investment and Business Conditions

Certain industries require special investment approvals or licenses. Investors must ensure their activities comply with sector-specific regulations.

Minimum Capital Requirements

Most industries in Vietnam do not impose a fixed minimum capital requirement. However, some sectors such as finance, insurance, and real estate may require a specific minimum capital level.

Charter Capital and Total Investment Capital

Charter capital represents the amount contributed by investors, while total investment capital may include additional funding sources.

Capital Contribution Schedules

Members or shareholders typically must contribute their registered capital within 90 days from the date the enterprise registration certificate is issued.

Transferring Capital to the FIE

For foreign-invested enterprises, capital contributions must be transferred through designated investment capital accounts opened at Vietnamese banks.

Registered Address and Resident Director

The company must maintain a valid registered office in Vietnam. Some cases may require a locally resident director or authorized representative.

Company Legal Representative

The legal representative must have the authority to act on behalf of the company and assume responsibility for compliance with Vietnamese laws.

FAQs

How Long Does the Entire Company Registration Process Take?

Under normal circumstances, the enterprise registration process can take approximately 1–2 weeks after submitting complete documentation. However, foreign-invested companies may require additional time for investment approval procedures.

What Is the Suggested Minimum Capital for a Foreign Entity?

Although there is no universal minimum requirement, many investors choose an initial charter capital of USD 10,000 – USD 50,000 depending on the scale and nature of the business.

What Types of Taxes Do Companies Pay in Vietnam?

Businesses operating in Vietnam may be subject to several types of taxes, including:

corporate income tax (CIT)
value-added tax (VAT)
personal income tax (PIT) for employees
business license tax

Understanding these tax obligations is essential for maintaining compliance and planning business finances effectively.