Setting up a company in Vietnam – which business licenses do you actually need? This is a common question of foreign investors when they begin researching the legal procedures for company formation. For foreign investors, the phrase “business license” is not a single administrative document, but a general term for the mandatory legal pair: IRC (Investment Registration Certificate) and ERC (Enterprise Registration Certificate). In addition, depending on the specific business field, the company may need to register additional sub-licenses (sub-license).
This article provides detailed guidance on the accurate step-by-step implementation process, supplies actual timelines, and lists the mandatory procedures that need to be completed after receiving the license, helping investors prepare correctly from the beginning in order to obtain a business license vietnam in a convenient manner.
1. What a Business License Vietnam Means for Foreign Investors
The concept of “business license” for an FDI company is not a single type of license. When implementing a foreign direct investment project, this is a unified term for two foundational levels of legal certificates:
- Investment Registration Certificate (IRC): The document that records the approval of the competent authority for the investment project. The IRC records core information about the investor, business objectives, total investment capital, project implementation location, and operating term.
- Enterprise Registration Certificate (ERC): The official document that establishes the legal entity status of the company in Vietnam. The ERC records the company name, head office address, charter capital, and information of the legal representative. The code recorded on the ERC is simultaneously the tax code of the company.
For conditional business lines (for example: direct retail activities to end consumers), the company must apply for an additional Business License (Business License for retail activities) or a specialized license (sub-license). These sub-licenses operate independently and are not on the same level as the IRC/ERC but are mandatory conditions for entering operations. Readers may refer to the detailed document list in the article IRC/ERC Documents.
Step 1 – Confirm Business Lines, Market Access, Channel and Company Type
The initial preparation stage plays a decisive role in the entire licensing progress. Accurately determining the foundational factors helps avoid having to amend the dossier multiple times:
- Determine the business list & Distribution channels: The company needs to clarify the products/services to be provided, target customer objects, and distribution channels (wholesale, retail, or e-commerce) in order to cross-check and code them correctly according to the Vietnam Standard Industrial Classification system.
- Check Market Access Conditions: Carefully appraise the foreign ownership ratio of foreign investors and the list of business lines with restricted market access under the regulations in the Law on Investment 2025 (Law 143/2025/QH15, effective from 01/03/2026).
- Select the legal model:
- Limited Liability Company: Suitable for the majority of medium and small investors due to the lean management structure and limited liability within the scope of contributed capital.
- Joint Stock Company: Suitable when there are multiple shareholders or when the company plans to raise capital.
- Prepare the head office location: Complete the office lease contract or registered address contract (Shared Office) that has full legal documents of the lessor before submitting the dossier.
Step 2 – Prepare and Obtain the IRC
The process of obtaining the Investment Registration Certificate (IRC) requires close coordination between documents prepared by the investor and technical dossiers built by the advisory firm:
- Documents prepared by the Investor:
- Individual investor: A passport that is still valid (only needs to be notarized in Vietnam) and a bank account balance confirmation document to prove financial capacity (do not use a guarantee letter).
- Corporate investor: Legal documents of the parent company that have undergone consular legalization at the Vietnamese Consulate in the home country. The legalization process usually takes approximately 14–30 days, therefore it should be completed within 30 days before the official filing date.
- Documents drafted by the Advisory firm: Application for implementation of the investment project, Investment Project Proposal, premises lease contract together with legal documents proving the lessor’s right to lease. Information of the Legal Representative and Chief Accountant/Person in charge of accounting must be determined for registration right at the time of submission.
- Receiving authority & Processing time: The dossier is submitted at the Department of Finance (previously the Department of Planning and Investment) or the Management Board of the Industrial Zone/Export Processing Zone if the project is located in a concentrated zone. The actual time to receive the IRC is approximately 5–6 weeks from when the dossier is complete (the time prescribed by law is shorter), not including the time for obtaining explanation opinions from inter-agency authorities.
- New legal point: Article 19 of the Law on Investment 2025 allows foreign investors to establish a company (issuance of ERC) before performing the investment project registration procedure (issuance of IRC) if they fully meet the market access conditions.
Step 3 – Obtain the ERC
After completing and receiving the IRC, the company proceeds to submit the company establishment registration dossier to obtain the ERC.
- Processing time: The actual time usually ranges from 1-2 working weeks.
- Legal Representative regulations: The company may register one or more Legal Representatives, but must ensure that at least one person resides regularly in Vietnam.
- Important note: When the ERC is issued, the company already has an official tax code. However, the company is still not allowed to issue invoices or receive capital contributions immediately and must continue with the operational steps in Step 4.
The Legal Representative is the person who stands as the representative of the company in transactions with state authorities, banks, and partners, so investors need to select a person who can be present in Vietnam when needed to sign documents and work with banks. After obtaining the ERC, the information recorded on the certificate is the basis for subsequent steps such as seal engraving, tax registration, and account opening.
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Step 4 – Complete Post-Licensing Work
For the company to officially enter legal and tax-safe operations, investors need to complete the following post-registration steps in the correct order:
- Engrave the legal entity seal of the company.
- Purchase and activate the Digital Signature (USB Token / Digital Certificate) used for electronic transactions.
- Perform the initial tax registration procedure and register the electronic identification account (VNeID) for the company.
- Open the Direct Investment Capital Account (DICA) at a licensed commercial bank. When opening the account, the Legal Representative must be present in person; the bank will require the visa/temporary residence card of the Legal Representative and the Decision on appointment of the Chief Accountant.
- Proceed to contribute the full charter capital through the DICA account within 90 days from the date of issuance of the ERC. Late capital contribution will be subject to administrative penalties and there is a risk of license revocation.
- Perform the procedure to register the use of electronic invoices with the managing tax authority.
The company should prepare a tracking list of each step, completion date, and person in charge so as not to miss important milestones such as the 90-day capital contribution deadline.
Step 5 – Check Whether You Need a Sub-License
The company needs to accurately review the field of operation in order to determine the obligation to apply for sub-licenses:
- B2B trade activities: Companies engaged in wholesale and import-export business normally only need to own the ERC to meet the conditions for operations.
- B2C retail activities: Companies performing retail distribution to end consumers (including the form of retail via e-commerce) are required to apply for an additional Business License (business license) for retail activities.
- Other conditional business lines: Fields such as education, healthcare, logistics… require separate specialized operating licenses. The company should discuss carefully with the advisory firm before registering industry codes.
Determining early whether a sub-license is needed helps the company avoid having to adjust business lines or apply for additional licenses after already entering operations, when business progress may be affected.
Business License Support at Vina TPT
With more than 20 years of experience accompanying more than 500 corporate clients, Vina TPT’s specialist team brings a full-package advisory and procedure implementation solution, helping foreign investors obtain a business license safely and on schedule:
- Directly review industry codes, market access conditions, and advise on a suitable company model before preparing the dossier.
- Clearly divide the list of documents that the investor needs to prepare (passport, account balance confirmation, consular legalization) and the entire portion of work that Vina TPT undertakes (drafting technical dossiers, submitting, explaining, and receiving IRC/ERC results).
- Support a legal business registration address solution through the Shared Office service for clients establishing a company.
- Undertake the full package of tax – banking procedures after the ERC and provide accounting – tax services right from the first month.
- More than 20 years of experience accompanying more than 500 corporate clients, with a specialist team supporting fluently in English, Japanese, and Chinese.
Conclusion
In summary, the process of owning a business license vietnam for foreign investors is completing the IRC and ERC pair, accompanied by specialized sub-licenses if belonging to a conditional field. Accurate document preparation right from the initial definition step will help optimize time and costs. If belonging to a conditional industry, the company needs to determine early the sub-licenses that must be applied for so that the business plan is not interrupted. Please send a detailed description of the expected business activities together with the nationality of the investor to Vina TPT to receive the detailed document list and the IRC/ERC licensing roadmap for the company’s business license vietnam.