How to set up a business in Vietnam

Company Setup in Vietnam: Step-by-Step Guide for Foreign Investors (Updated 2026)

Vietnam remains one of Southeast Asia’s most attractive destinations for foreign direct investment (FDI). However, while the country offers significant opportunities, setting up a company in Vietnam involves structured legal procedures, regulatory compliance, and administrative steps that foreign investors should carefully navigate.

This guide outlines the latest company registration process in Vietnam, including regulatory updates through 2025–2026, estimated timelines, licensing requirements, and key compliance considerations for foreign-invested enterprises (FIEs).

Overview: How Long Does It Take to Set Up a Company in Vietnam?

The timeframe depends on business activities and company structure:

• Foreign-Invested Enterprise (FIE/LLC): Typically, 2–4 months
• Representative Office: Around 6–8 weeks (limited activities allowed)

Foreign investors are strongly advised to seek professional legal or corporate advisory support to ensure compliance with Vietnamese investment laws and avoid delays.

Step-by-Step Company Registration Process in Vietnam

Step 1 – Pre-Investment Approval (If required)

Certain large-scale or sensitive investment projects require approval from Vietnamese authorities before company registration begins.

Projects commonly requiring special approval include:

• Real estate development projects
• Airports, seaports, logistics infrastructure
• Oil, gas, or petroleum processing
• Casinos or betting-related businesses
• Industrial zone infrastructure projects
• Nuclear energy projects
• Projects in border, coastal, island, or heritage areas
• Forestry conversion or agricultural land repurposing projects

If applicable, investors must prepare feasibility studies, environmental assessments, and supporting documentation before proceeding.

Most standard commercial or service businesses can skip this step.

Step 2 – Investment Registration Certificate (IRC)

The Investment Registration Certificate (IRC) is mandatory for all foreign investment projects and legally authorizes foreign investors to operate in Vietnam.

Key Documents Required

Typical IRC application documents include:

• Investment project proposal and implementation plan
• Financial statements (last two years) or proof of financial capacity
• Investor incorporation documents or passports
• Lease agreement or registered office documentation
• Bank confirmation of available capital
• Tax compliance confirmation (if applicable)

Processing Time

• Usually 15 – 45 working days
• Longer if the business sector is conditional or outside WTO commitments.

Step 3 – Enterprise Registration Certificate (ERC)

After obtaining the IRC, investors apply for the Enterprise Registration Certificate (ERC), officially establishing the company as a legal entity in Vietnam.

The ERC number also serves as the company’s tax identification number.

Required Documents

Common requirements include:

• Application for enterprise registration
• Company charter
• Shareholder/member list
• Legal representative information
• Notarized and legalized foreign documents
• Authorization letters (if applicable)

Important: All foreign documents must be consular legalized, notarized, and translated into Vietnamese.

Processing Time

• Approximately 5 working days
• Additional 2 days for issuance of certified hard copies.

Note: IRC must be issued before ERC. However, amendments to both certificates may be processed simultaneously after establishment.

Step 4 – Corporate Electronic ID Registration (Mandatory from 2025)

Under Decree 69/2024/ND-CP, all businesses must transition to a corporate electronic identification (e-ID) account from July 1, 2025.

This digital identity enables companies to:

• Access government administrative services online
• Authenticate corporate information
• Replace certain paper-based procedures

Key Requirements:

• Legal representative must hold a Level 2 personal e-ID
• Registration via VNeID app or in person
• Approval typically within 3–15 working days
• Activation required within 7 days after approval

Foreign-owned companies should note that foreign legal representatives may face additional verification requirements.

Early preparation is strongly recommended.

Step 5 – Post-Licensing Compliance Procedures

After licensing, companies must complete several operational formalities:

• Company seal registration
• Corporate bank account opening
• Capital account establishment for foreign investment
• Labor registration and social insurance setup
• Business license tax payment
• Charter capital contribution (usually within 90 days)

Additional sector-specific licenses may also be required, such as:

• Education or training licenses
• Food safety permits
• Construction permits
• Financial or insurance regulatory approvals

Capital Requirements for Foreign Companies

Vietnam generally does not impose minimum capital requirements for most industries. However:

• Authorities assess whether capital is sufficient for planned operations
• Many service companies register US$15,000 or more as charter capital
• Certain sectors require higher minimum capital, including:
  • Banking and finance
  • Education and training
  • Healthcare and clinics
  • Fintech or insurance

Higher registered capital can improve credibility with partners and regulators.

Charter Capital vs Total Investment Capital

Understanding capital structure is essential:

Charter Capital:

• Amount contributed by shareholders
• Declared on the business license

Total Investment Capital:

• Charter capital plus loans or external financing
• Registered with authorities during licensing

Capital adjustments require formal approval procedures.

Opening Capital Bank Accounts in Vietnam

Foreign investors must open a Direct Investment Capital Account (DICA) in Vietnam.

This account:

• Tracks foreign capital inflows/outflows
• Enables capital contribution compliance
• Supports operational transfers and payments.

Registered Office Address Requirements

Every company must have a legal registered address in Vietnam.

Requirements include:

• Physical office, factory, or business premises
• Lease agreement or ownership documentation
• Possible inspection by authorities

Updated Address Regulations (2025–2026)

Recent guidance from tax and finance authorities clarifies:

• Businesses are not forced to update licenses solely due to administrative boundary changes
• Both old and new addresses remain temporarily acceptable
• E-invoices must ultimately match the registered business address
• Address updates can now be completed online within about three working days.

Legal Representative Requirements in Vietnam

Every Vietnamese company must appoint at least one legal representative.

This person:

• Represents the company legally
• Signs official documents
• Handles government procedures

Key Requirements:

• Must have a residential address in Vietnam
• Preferably resident locally
• Must hold a Level 2 e-ID under new digital regulations

Foreign legal representatives may require:

• Work permits
• Temporary residence cards (TRC) or permanent residence cards (PRC)

Why Professional Support Is Recommended

Vietnam’s regulatory framework is evolving rapidly, particularly with digital governance reforms, tax updates, and foreign investment regulations.

Professional advisory support can help with:

• Licensing strategy
• Compliance management
• Tax optimization
• Regulatory updates
• Avoiding costly delays.

Final Thoughts: Setting Up a Business in Vietnam

Despite administrative complexity, Vietnam remains one of Asia’s most promising markets for foreign investors. With strong economic growth, government support for FDI, expanding infrastructure, and digital reforms, establishing a company in Vietnam can provide significant long-term opportunities.

Understanding the setup process, regulatory requirements, and compliance obligations is key to a smooth market entry.