1. Why Small Foreign Investors Choose to Establish Business in Vietnam
Vietnam is becoming an ideal destination for small investors thanks to its low operating costs, young workforce and large consumer market. Compared to many other countries in the region, establishing a business in Vietnam brings clear advantages in terms of rental costs, labor and customer access. In addition, the Vietnamese Government is increasingly issuing many preferential policies to attract FDI capital, especially in the fields of technology, education, trade services and clean agriculture.
Some small business sectors that are attracting the attention of foreign investors include:
- International style restaurants and cafes
- Foreign language and skills training centers
- Small-scale e-commerce startups
- Consulting and creative design services
- Beauty & wellness services
- Fashion and lifestyle boutiques
- Cosmetics and personal care retail. These sectors are particularly attractive to investors from Japan, South Korea, the United States, and China, where consumer demand and business expansion opportunities in Vietnam are seen as highly promising.
With strong growth potential, opening a small-scale company is not only suitable for market exploration but also a foundation for future business expansion.
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2. Legal Basics for Small-Scale Foreign Businesses
To establish a business in Vietnam, small investors need to understand the basic legal regulations. The good news is that small-scale projects often require low investment capital and simpler procedures than large enterprises.
Some important legal factors include:
- Minimum investment capital: depending on the field, many industries do not require high statutory capital, making it easy for investors to start.
- Registered industries: need to choose industries that are allowed according to Vietnamese law and the WTO.
- Business license: for conditional fields such as education, logistics services, or restaurants – cafes, businesses need to apply for additional specialized licenses.
- Business type: the most popular for small investors is a Limited Liability Company (LLC) or Representative Office.
Understanding these conditions will help the business registration process go smoothly and legally from the beginning.
3. Step-by-Step Guide to Setting Up a Small Business
When small foreign investors plan to establish business in Vietnam, understanding the step-by-step process is essential to avoid unnecessary delays and legal risks. Setting up a business may sound complex, but with the right guidance, it can be smooth and straightforward.
Step 1: Prepare the investment documents – This includes drafting the investment proposal, choosing the right business structure (LLC, joint venture, or representative office), and identifying the scope of activities. Investors need to ensure that their chosen industry is open for foreign participation under Vietnamese law.
Step 2: Apply for the Investment Registration Certificate (IRC) – For most foreign-owned companies, this is the first legal approval. It confirms the investor’s right to operate in Vietnam and outlines essential project details such as charter capital, investment scale, location, and business scope. Without the IRC, foreign investors cannot proceed to the next step of enterprise registration.
Documents typically required for IRC application include:
- Application for investment project implementation & Project proposal: Stating objectives, scope, scale, investment capital, location, and implementation schedule.
- Proof of investor’s financial capacity: Bank statements, audited financial reports, credit contracts, or collateral documents.
- Legal documents of the investor:
- For individuals: Notarized passport, consular legalization.
- For organizations: Business Registration Certificate or equivalent, consular legalization.
- Evidence of project location: Office/land lease agreement or land use rights certificate.
- Power of attorney/authorization letter (if the investor appoints a third party to handle procedures).
All foreign documents must be consular legalized and officially translated into Vietnamese before submission. This step often prolongs the preparation process, so it is recommended that investors cooperate with a reliable company registration service to ensure accuracy and save time.
Step 3: Obtain the Enterprise Registration Certificate (ERC) – Once the IRC is granted, the next step is to register the business entity officially. This is comparable to a company registration service and provides the legal identity of the enterprise.
Step 4: Open a bank account and contribute charter capital. After receiving the Enterprise Registration Certificate (ERC), investors are required to open a capital account at a licensed commercial bank in Vietnam. This account will be used exclusively for injecting charter capital and handling transactions related to foreign investment.
Capital contribution timeline: The owner/members/shareholders must fully contribute the registered charter capital within 90 days from the issuance date of the ERC. Failure to meet this deadline may result in administrative penalties or forced adjustment of charter capital in the company’s registration.
Contributing capital on time is not only a compliance requirement but also strengthens the company’s credibility when applying for future business licenses, work permits, or expanding operations in Vietnam.
Step 5: Register for tax and post-licensing procedures – This includes obtaining tax codes, registering for VAT, and fulfilling labor and insurance obligations if hiring employees.
Step 6: Apply for additional sector-specific licenses (if required) – For industries such as F&B, education, or e-commerce, further permits may be necessary.
By working with a trusted business setup consultant Vietnam, small investors can streamline the above steps, reduce administrative burdens, and ensure full compliance with local regulations. Firms like Vina TPT company registration provide end-to-end assistance, helping investors save time and resources while minimizing costly mistakes.
I If you want to establish business in Vietnam without unnecessary delays, consider working with a reliable company registration service like Vina TPT. Our business setup consultant Vietnam team is ready to guide you through every step smoothly. With a team of seasoned lawyers and tax experts possessing 10–20 years of experience and having worked with more than 200 FDI enterprises, we are well-equipped to anticipate regulatory hurdles, streamline documentation, and ensure full compliance with local laws.
4. Cost-Saving Tips for Small Investors
For small investors establishing a business in Vietnam, saving costs is an important factor in maintaining capital flow for business operations. One of the most effective ways is to choose a business type that is suitable for the scale and development goals, such as a limited liability company instead of a joint stock company. In addition, optimizing charter capital also helps reduce initial financial pressure while still ensuring compliance with legal requirements. Instead of handling all the complicated procedures themselves, investors should use a professional company registration service. This not only helps minimize the risk of errors, but also saves time and costs arising from delayed procedures or having to supplement them many times.
5. Working with a Business Setup Consultant
Working with a business setup consultant Vietnam brings great advantages to foreign investors, especially small businesses that are new to the market. With a deep understanding of the legal system, licensing conditions and administrative procedures, consultants will help the entire procedure take place quickly and legally. Moreover, they also play the role of strategic advisors, providing cost-optimized solutions, choosing feasible business lines and supporting the handling of problems arising during the business operation process. This helps investors not only shorten the time to set up a business but also focus on core business activities from the very first days.
To turn investment plans into reality quickly and economically, many small investors have chosen to accompany Vina TPT with a complete company registration service, ensuring legal and transparent procedures right from the first step.
6. Vina TPT Company Registration Service for Small Investors
With experience supporting hundreds of foreign investors, Vina TPT company registration service offers a complete solution specifically for small businesses.
Vina TPT’s strengths:
- Advising on costs and reasonable capital structures for small startups.
- Preparing complete and correct business registration documents.
- Representing and monitoring the progress with state agencies.
- Supporting post-registration procedures: seal engraving, account opening, tax declaration.
Thanks to professional services and a team of legal experts, Vina TPT helps small investors establish businesses in Vietnam easily, quickly and legally.
