How to Start a Business in Vietnam as a Foreigner

how-to-start-a-business-in-vietnam-as-a-foreigner

how-to-start-a-business-in-vietnam-as-a-foreigner

For international investors and first-time foreign founders, researching how to start a business in Vietnam often feels complex and easy to get lost in legal terms. You will keep meeting concepts such as the Investment Registration Certificate (IRC), the Enterprise Registration Certificate (ERC), charter capital, consular legalization, and the requirement for a lawful head-office address. These elements are tightly linked in a strict sequence: until the business-line codes are fixed, you cannot tell whether a sub-license is needed; and without a legally qualified head-office address, the entire investment-registration file stops at intake. The process can still be simple, transparent, and efficient if you understand how the steps actually run in practice.

This article from Vina TPT walks through the launch path in five sequential steps (in the order they must be completed). The core aim of the guide is to draw a clear line: which original documents the investor must prepare in the home country, which work a professional advisor in Vietnam will take on in full, and which milestones must never be done out of order.

Step 1 – Check If Your Sector Is Open for Foreign Ownership

First, when setting up a company in Vietnam, the investor must look up and confirm whether the intended business line is lawful in Vietnam. If it is permitted, the next step is to place it in one of these two groups:

  • Encouraged lines: Foreign investors opening a new company in Vietnam may receive land and tax incentives.
  • Conditional lines: These may cap the foreign-ownership ratio, impose statutory-capital requirements, or require an additional industry license. Education and training, cosmetics manufacturing, medical examination and treatment, and healthcare services, for example, usually need extra conditions on premises, qualified personnel, and an operating license from the specialized regulator.

The practical solution for investors: To save time and avoid mistakes, contact a reputable advisory firm at the outset. You only need a short explanation of how the business will operate and the intended model. The advisors will then review the industry codes, analyze the legal conditions in detail, and provide a list of the dossiers and licenses required. That lets the investor set the plan from day one and sharply reduces the risk of having to amend or add business lines later – a change that stretches the appraisal timeline.

Step 2 – Prepare Documents: Clear Split of Responsibilities

The document-preparation stage for a foreign-invested company often worries founders because of the volume of paperwork. The process becomes much lighter once the split of work between the investor and the accompanying advisory firm is clear.

To complete a valid investment-registration dossier, the work is divided as follows:

2.1. The investor’s responsibility (original documents from abroad)

The individual or foreign-organization investor must prepare the initial legal papers issued in the home country:

  • Personal passport: A copy of the individual investor’s valid passport (or of the organization’s Legal Representative).
  • Proof of financial capacity: The investor’s most recent bank statement, issued by the bank, showing a balance equal to or greater than the charter capital committed to Vietnam.
  • Mandatory process: All of these original documents must go through consular legalization at the Vietnamese embassy or consulate in the home country, then be sent to Vietnam for a notarized Vietnamese translation.

>>> You may also be interested in: Documents Required (IRC-ERC) for Vietnam Company Registration

2.2. The advisory firm’s responsibility (handled in full by Vina TPT)

The more complex legal file, prepared to Vietnamese state-authority standards, is drafted in full by the advisor, including:

  • The application to implement the investment project and a detailed investment proposal (objectives, capital scale, and economic efficiency).
  • The enterprise registration form, the company charter, and the list of members or founding shareholders.
  • Head-office solution: If the investor has not yet leased a long-term traditional office, Vina TPT provides a Shared Office service with a lawful lease that meets business-registration conditions and the tax authority’s on-site inspection criteria.
  • The advisor presents the complete file for the investor to sign, then represents the investor in direct dealings with the Department of Finance.

The advisory team also reviews the file so that personal details (full name, passport number, permanent address) and project particulars (charter capital, head-office address) match 100% across every translated page and every form filed with the state – removing the risk of the file being returned because of a character discrepancy.

[Tham khảo dịch vụ thành lập doanh nghiệp trọn gói của Vina TPT]

Step 3 – Get Investment Registration Certificate (IRC) Then ERC

Once the consular-legalized file and the signed registration documents are complete, licensing follows the order set by the Law on Investment.

Stage 1: Investment Registration Certificate (IRC)

  • Execution: The advisory firm files the investment-project dossier with the Department of Finance (or the industrial-park management board). The authority appraises the project objectives, the head-office location, and the investor’s financial capacity.
  • Practical timeline: Usually 3-6 working weeks, depending on whether the industry requires comments from line ministries.

Stage 2: Enterprise Registration Certificate (ERC)

  • Execution: As soon as the IRC is issued, the advisory firm files the enterprise-registration dossier to obtain the ERC. This certificate records the enterprise code (which is also the tax code) and the Legal Representative’s details.
  • Practical timeline: 5-14 working days.

The total time to hold both the IRC and the ERC is typically 4-8 weeks. Under the Law on Investment 2025, some projects that fully meet published market-access conditions may obtain the ERC first and complete the IRC afterward. Whatever path is used, the project may start commercial operations only after a valid IRC is in place.

EXPLORE OUR BUSINESS REGISTRATION SERVICES

how-to-start-a-business-in-vietnam-as-a-foreigner

Step 4 – Bank Account, Capital Injection and Initial Tax Setup

As soon as the Enterprise Registration Certificate (ERC) is issued, the company is, as a matter of law, an independent legal entity in Vietnam. From that moment, it must complete initial registration and financial-management requirements in full.

4.1. Opening a corporate bank account

Opening a bank account for an FDI company is stricter than for a domestic company. The commercial bank will require:

  • The company’s legal file (notarized copies of the IRC, ERC, and charter).
  • A valid visa or Temporary Residence Card of the Legal Representative.
  • The decision appointing the Chief Accountant (or the person in charge of accounting), plus personal identification.
  • Two accounts at the same time: a Direct Investment Capital Account (DICA) to receive capital from abroad, and a VND current account for day-to-day business in Vietnam.

4.2. Contributing charter capital on time

A foreign investor must transfer the capital contribution from a personal account or the parent company’s overseas account into the company’s Direct Investment Capital Account (DICA) in Vietnam within 90 days from the date the Enterprise Registration Certificate (ERC) is issued, unless the law sets a different contribution period.

Late capital contribution affects the company’s compliance status when it later applies for sub-licenses, and it can lead to administrative fines. In serious cases, if the company fails to remedy the breach or falls within a statutory ground for revocation, it also risks having its Enterprise Registration Certificate (ERC) revoked.

4.3. Setting up initial tax compliance

After the ERC is issued, the company must register its initial tax profile, the accounting regime, the financial year, and the e-tax account, so that periodic tax returns can be filed on time:

  • Register and purchase a digital signature (CA Token) and register e-invoices with the managing tax office.
  • File the initial VAT, CIT, and PIT returns on the statutory cycle – even while the company has not yet generated revenue or costs.

>>> You may also be interested in:

Step 5 – Start Operating Without Missing Compliance Reports

Once the company is operating, keeping legal compliance aligned is essential for sustainable growth and for avoiding barriers when profits are later remitted abroad. The investor needs tight control of four core obligations:

  • VAS accounting and financial statements: The company must keep books under Vietnamese Accounting Standards (VAS), appoint a legally qualified Chief Accountant, and prepare annual financial statements that are independently audited. If the company does not yet have a local team, a professional tax compliance Vietnam service can keep this entire bookkeeping system in order.
  • HR and payroll: Register personal tax codes for staff, run payroll, contribute compulsory social insurance, health insurance, and unemployment insurance, and file periodic labor-change reports with the labor authority.
  • Mandatory FDI investment reporting: Besides tax duties, a foreign-invested company must file the project-implementation report and the periodic investment-monitoring report – even when revenue is zero. Missing FDI reports will later block license amendments or capital increases.
  • Work Permit and Temporary Residence Card (TRC): A founder or foreign employee working in Vietnam must obtain a Work Permit and a TRC for the correct purpose. Without lawful residence documents, the Legal Representative will struggle to use digital signatures on public-service portals or deal with banks. An advisory firm such as Vina TPT can handle this entire process.

How Vina TPT Helps First-Time Foreign Founders

Entering and operating successfully in a fast-growing market like Vietnam requires a consulting partner that thinks clearly and understands how the system works in practice. Vina TPT provides end-to-end support through lawyers, legal specialists, CPAs, and Chief Accountants with 10-20 years of experience. We deliver a full service package and peace of mind for clients doing business in Vietnam:

  • Investment and industry strategy: Assessing market-access conditions under the Law on Investment 2025, advising on the capital structure, and designing an efficient company model.
  • Full-package company setup: Representing the investor to standardize the dossier, complete IRC and ERC procedures, engrave the seal, and finish post-licensing formalities.
  • Head-office solution (Shared Office): A lawful business-registration address in central Ho Chi Minh City that meets the tax authority’s inspection standards, at a cost that fits a newly set-up company, with reception, meeting rooms and the option to move into a private office as the team grows. See Vina TPT Shared Office.
  • Post-establishment operating ecosystem (Tax Advisory Vietnam): Full management of VAS accounting, tax compliance Vietnam, payroll, social insurance, periodic FDI investment reporting, Work Permit applications, and Temporary Residence Cards (TRC).

If you are researching how to start a business in Vietnam and need a safe, accurate execution path from an experienced specialist team, contact Vina TPT for detailed advice today.

BOOK A FREE CONSULTATION

how-to-start-a-business-in-vietnam-as-a-foreigner

BOOK A FREE CONSULTATION

Annual Tax Finalization in Vietnam 2026: Key Rules, Deadlines & Compliance Guide

annual-tax-finalization-in-vietnam-2026

annual-tax-finalization-in-vietnam-2026

Annual tax finalization is not simply a roll-up of the monthly or quarterly VAT and PIT returns. For the 2026 accounting period (ending on 31 December 2026 for companies that use a calendar financial year), the company must close its VAS books, prepare the annual financial statements, and finalize Corporate Income Tax (CIT) and Personal Income Tax (PIT). The usual statutory deadline is 31 March 2027.

In practice, foreign-invested (FDI) companies face a real risk of reassessment and late-payment interest in the annual tax-finalization period. The pressure points are usually the gap between provisional CIT paid over the four quarters and the tax due on finalization, errors in employee PIT finalization authorizations, and missing related-party transaction appendices.

This article sets out the full tax finalization Vietnam obligations for 2026 and the file the company should start preparing now.

1. What “Tax Finalization” Means in Vietnam

In Vietnam’s tax-administration system, annual tax finalization has a different legal character and a different scope of review from monthly or quarterly returns. Periodic filing only records provisional figures for the period. Tax finalization is the process of consolidating and reconciling all revenue, expenses, taxable income, and tax already paid across the full 12 months of the financial year, so that the tax the company and its employees actually owe, or are entitled to have refunded or offset, is fixed exactly.

The company’s annual tax-finalization file rests on two core obligations:

  • Corporate Income Tax (CIT) finalization: Determine total revenue, deductible expenses, upward and downward adjustments to taxable income, loss carry-forward, and the company’s official CIT for the year.
  • Personal Income Tax (PIT) finalization: Determine total salary and wage income the company paid during the year to all employees (local staff and foreign specialists), declare tax already withheld, and finalize on behalf of individuals who have authorized the company to do so.
  • Mandatory supporting documents: Annual financial statements prepared under VAS (independently audited for FDI companies) and the related-party transaction return set, if related-party relationships arose.

Under Article 44 of the Law on Tax Administration 2019, the annual tax-finalization file must be filed no later than the last day of the third month after the financial year ends.

2. Corporate Income Tax Finalization for 2026

CIT finalization for the 2026 tax year requires an exact match between the financial statements and the CIT finalization return (Form 03/TNDN), together with the loss-carry-forward and tax-incentive appendices, if any.

  • Filing deadline: For companies whose financial year matches the calendar year (1 January 2026 to 31 December 2026), the deadline for the 2026 CIT finalization return and the annual financial statements is 31 March 2027. For companies whose financial year does not follow the calendar year, the deadline is 90 days from the end of that financial year.
  • The 80% provisional-CIT rule: Under current rules, total provisional CIT paid over the four quarters of the tax year must not be less than 80% of the CIT due on the annual finalization return. If the four quarterly payments fall short of that 80% threshold, late-payment interest (0.03% per day) is charged on the shortfall from the day after the Quarter 4 payment deadline until the date the tax is actually paid.
  • 2026 support-policy update: If provisional CIT is deferred under a 2026 Government support measure (such as Decree 245/2026/ND-CP), the deferral changes only the payment date of the quarterly provisional tax. It does not change the filing deadline for the 2026 CIT finalization return, which must still be filed by 31 March 2027.
  • Event-based finalization: If a company is dissolved, bankrupt, divided, merged, converted in ownership, or ends a project in 2026, the CIT finalization file must be filed no later than the 45th day from the date of the decision that triggers the event. The company does not wait until the end of the financial year.

Explore Tax Advisory Services

annual-tax-finalization-in-vietnam-2026

3. PIT Finalization the Company Must File

When carrying out CIT and PIT finalization for 2026, the company acts as the income-paying organization. It must prepare the PIT finalization return (Form 05/QTT-TNCN) for all salary and wage income paid in 2026.

Key deadlines and legal points:

  • Deadline for the company (income-paying organization): The deadline to file the 2026 PIT finalization return for individuals who have authorized the company to finalize on their behalf is 31 March 2027.
  • Deadline for individuals who finalize directly: Individuals who must finalize directly with the tax office, those with income from more than one source, or foreign specialists whose contracts have ended, must file by the last day of the fourth month after the calendar year ends, which is 30 April 2027.
  • PIT rules updated from 2026: The 2026 finalization period applies the amended Personal Income Tax Law 2025 and Decree 253/2026/ND-CP (effective from 1 July 2026). The company must split income, family deductions, and tax-exempt items arising before and after 1 July 2026 exactly as the General Department of Taxation’s transitional guidance requires, so that tax withheld from staff is calculated correctly. The company finalizes only for individuals who have signed a labor contract of three months or more and who have submitted a valid tax-finalization authorization in the prescribed form.

4. Related-Party Forms Filed with CIT Finalization

For FDI companies, and for domestic companies that had related-party transactions in 2026, the related-party transaction return set is a mandatory part of the file and must be filed together with the CIT finalization return.

The related-party file submitted with finalization includes:

  • Appendix I: Information on related-party relationships and related-party transactions.
  • Appendices II and III: The list of information and documents to be provided in the Local File and the Master File.
  • Appendix IV: The Country-by-Country Report of the ultimate parent company (CbCR), if the company is in scope.

A company that bought or sold goods or services, borrowed, transferred technology, or paid a management fee to its parent or to other group companies must prepare and keep Transfer Pricing Documentation at its head office before finalization, ready to produce if the tax office inspects or audits.

5. Documents to Prepare Before the Deadline

For the tax finalization Vietnam period to run smoothly and avoid last-minute blocks, the accounting team must lock the full legal file before 31 March 2027. Do not wait until the filing week to start the reconciliation. The most common risk at this stage is not a missing return form. There is a shortage of original vouchers to explain and defend the figures already recorded in the books.

A legally complete annual tax-finalization file must cover these five core document groups:

  • VAS books and financial statements: This is the foundation of the file. Accounting must close the general ledger for all revenue, expense, tax, and capital accounts, together with the 2026 trial balance. For FDI companies that must be audited, the independently audited annual financial statements are the only legal basis for reconciling the CIT finalization return. Any gap between the finalization figures and the audit report will be the first point the tax office questions in an inspection.
  • Tax reconciliation and credit vouchers: This group covers the input and output invoice listings, VAT payment vouchers, the four quarterly provisional CIT payment vouchers, PIT withholding vouchers, and Foreign Contractor Tax (FCT) payment vouchers where payments were made abroad. A 100% match between the listings, the general ledger, and the periodic returns already filed during the year avoids complex supplementary filings before the year is closed.
  • PIT finalization authorization and deduction file: This applies only when the company finalizes on behalf of employees. The file includes the dependent-registration form, the PIT finalization authorization, and copies of personal identification (citizen ID or passport). A missing authorization, or a dependent registration filed after the deadline, will cause the family deduction to be excluded from the annual finalization – even if the income was actually withheld.
  • Tax-incentive file and loss-carry-forward schedule: This covers the legal documents confirming eligibility for CIT incentives, if any, and the schedule tracking losses carried from prior years into 2026 (Form 03-2A/TNDN). Without a valid loss-carry-forward schedule, prior-year losses will be disallowed as a deduction when CIT for this period is calculated.
  • Related-party transaction file (transfer pricing): This covers Appendices I–IV filed with the CIT finalization return, plus the transfer-pricing documentation (Local File and Master File). Every figure in the appendices must match the books exactly for intercompany loans, management fees, royalties, and internal purchases and sales. Leaving this work until March often produces large errors, because data collection and price benchmarking take time.

Reviewing and standardizing all five groups before the deadline turns tax finalization from a high-pressure risk review into a fast, safe, and fully controlled periodic filing.

annual-tax-finalization-in-vietnam-2026

6. Common Finalization Mistakes in 2026

The 2026 finalization period often produces reassessments and late-payment interest not because the company forgot to file, but because of these four data gaps.

  • Missing the 80% provisional CIT threshold: The company underestimates Quarter 4 revenue and expenses, so total provisional payments over the four quarters fall short of 80% of the CIT due on finalization. The tax system charges late-payment interest on the shortfall even if the annual return is filed on time. The way to limit this is to review Quarter 4 figures before locking the provisional payment, rather than scaling Quarter 3 revenue by an estimate.
  • PIT finalization for the wrong authorized persons: The company accepts an authorization to finalize for an individual with income from two or more sources, or for a person who does not meet the conditions to authorize. When the tax office reconciles the file, that portion of the company finalization is rejected. The employee must still finalize personally, and the company must explain the authorizations it accepted.
  • Missing related-party appendices: The company has loans, management fees, royalties, or purchases and sales with related parties, but does not file Appendices I–IV with the CIT finalization return. A missing appendix is a basis for the tax office to review interest expense and payments to related parties. Interest expense can be capped at 30% of EBITDA if the deduction conditions are not proven.
  • A gap between the financial statements and the CIT return: Accounting profit before tax on the financial statements differs from taxable income on the finalization return, and the company has no reconciliation of the adjustments: non-deductible expenses, temporary differences, tax incentives, or loss carry-forward. This is the first point an inspection asks about, because the two sets of figures must lead to the same taxable result.

All four errors can be handled if provisional payments, PIT authorization eligibility, related-party appendices, and the profit-adjustment schedule are reconciled before 31 March 2027.

7. How Vina TPT Supports Annual Tax Finalization

Preparing the 2026 CIT and PIT finalization file requires deep knowledge of VAS accounting and Vietnam’s Law on Tax Administration. Vina TPT provides a full-package annual tax-finalization service so FDI companies can close the year with confidence:

  • Data review and health check: Review the full 2026 books, flag non-deductible expense risks, and reconcile the 80% provisional CIT threshold before the filing deadline.
  • CIT and PIT finalization file: VAS financial statements, the CIT finalization return, the PIT finalization return, and filing on the company’s behalf through the e-tax system.
  • Related-party reporting (transfer pricing): Prepare Appendices I-IV and build a legally compliant transfer-pricing file (Local File and Master File).
  • Representation before the tax office: Explain figure differences directly and defend reasonable expenses during tax inspections.

Are you ready for the 2026 tax finalization period? Contact Vina TPT so our CPAs and tax specialists with more than 10 years of experience can review and lock an accurate file before the deadline.

BOOK A FREE CONSULTATION

Checklist Tax Registration Requirements After Your Business Setup Vietnam

checklist-tax-registration-requirements-after-your-business-setup-vietnam

checklist-tax-registration-requirements-after-your-business-setup-vietnam

You already hold the Enterprise Registration Certificate (ERC), so why can you still not issue invoices, open a bank account, or record the first transaction? The legal entity exists, but the tax and payment systems have not been switched on. Without a Chief Accountant, a registered digital signature, a configured e-tax account, or valid e-invoices, the company is not yet legally ready to operate in practice.

Once the business setup Vietnam process is complete, foreign investors must address a series of post-establishment obligations to prepare their companies for operations. This article from Vina TPT walks through the next execution steps in priority order: appointing key positions, completing initial tax registration Vietnam, opening bank accounts and contributing capital, filing the first periodic tax returns, registering e-invoice Vietnam before the first invoice is issued, and registering a social-insurance unit code if you are about to hire staff.

1. Appoint Key Positions, Seal and Digital Signature

One of the first compliance priorities after business setup Vietnam is configuring the company’s tax registration and accounting systems correctly. This establishes the foundation for subsequent tax filings and financial reporting.

The Enterprise Registration Certificate (ERC) already records the Legal Representative. Immediately after that milestone, the investor’s first urgent task is to appoint a Chief Accountant (or the person in charge of accounting) – either an in-house hire or a professional outsourced accounting service. Under Vietnam’s Law on Accounting, this title is mandatory for every FDI company.

In practice, commercial banks require the Chief Accountant appointment decision when the company opens its capital account. Opening that account is the step that lets the investor transfer charter capital within the 90-day deadline after the ERC, or within the longer schedule stated on the IRC. Without the account, the contribution cannot be recorded on time.

The next step is to engrave the company seal so the initial accounting and tax registration dossiers can be completed and legally valid. The company then purchases a digital signature (CA Token). The token is the electronic identity used to log in to the General Department of Taxation portal, register e-invoices and sign periodic tax returns. These tools support the company’s initial tax registration Vietnam procedures and enable electronic submissions through the relevant government portals.

2. Initial Tax Registration

Although the company’s tax code is issued automatically with the ERC, completing the initial tax registration Vietnam requirements remains an important step before the business begins regular tax reporting. The core configuration items include:

  • Accounting regime and financial year: Register the enterprise accounting regime (Circular 200/2014/TT-BTC or Circular 133/2016/TT-BTC) and confirm the financial year (usually the calendar year from 1 January to 31 December).
  • Fixed-asset depreciation method: Declare the depreciation method applied under Ministry of Finance rules.
  • E-tax account and VAT method: Declare the Value-Added Tax calculation method (credit method or direct method) as the basis for setting up VAS books.
  • Digital identity and corporate VNeID: Activate the company’s electronic identity account and link the Legal Representative’s VNeID for two-factor authentication on the National Public Service Portal and the Tax Portal.

Declaring the wrong VAT method or choosing the wrong filing period at this step leads to complex amendment procedures and interrupts the company’s input and output invoice flow.

3. Open the Bank Account and Contribute Capital

After completing business setup Vietnam, foreign investors should arrange the appropriate corporate bank accounts, including a Direct Investment Capital Account (DICA) where required, to facilitate timely capital contributions. The statutory deadline is 90 days from the date the ERC is issued (unless the Investment Registration Certificate (IRC) records a longer, staged contribution schedule).

The bank file for an FDI company typically requires the following documents:

  • Notarized copies of the ERC, IRC, and company charter.
  • A valid visa, Temporary Residence Card (TRC), or passport of the Legal Representative.
  • The decision appointing the Chief Accountant or the person in charge of accounting, plus personal identification.
  • Specimen-signature and seal registration for the account holder and the Chief Accountant.

Besides the DICA, the company also needs a VND current account for day-to-day commercial receipts and payments.

Important note on deductible costs: Under tax-administration rules, every purchase of goods or services of VND 5 million or more (VAT inclusive) must have a non-cash payment voucher (a transfer from the company’s bank account) to qualify for input VAT credit and for a reasonable expense when Corporate Income Tax is determined. Late charter-capital contribution through the DICA triggers administrative fines and can lock the company’s international banking functions.

checklist-tax-registration-requirements-after-your-business-setup-vietnam

4. File the First Periodic Tax Returns

As soon as the ERC is issued and the tax code is activated, the company has periodic tax-compliance duties under the law — even if it is newly formed and has no revenue, no costs, and no staff.

Initial periodic filing obligations include:

  • VAT return: File monthly or quarterly (newly formed companies are usually quarterly VAT filers). If there are no transactions, the company must still file a nil return (select the “no arising” indicator).
  • PIT return: File quarterly if income was paid to employees in the period.
  • Self-assessed provisional CIT: The company determines quarterly provisional Corporate Income Tax if it has profit. No quarterly CIT return is filed; only the annual finalization is required.
  • Foreign Contractor Tax (FCT): File and pay on each arising payment if the company pays costs to overseas counterparties or service providers (Google, Meta, international software services, and similar).

>>> You may also be interested in: Tax Tips for Small Businesses in Vietnam to Avoid Mistakes

Updated legal note: From 1 January 2026, the business license fee is abolished under the new Government rules. Companies completing business setup Vietnam from 2026 no longer file a business-license-fee return or pay the annual fee.

5. Register E-Invoices Before You Issue the First Invoice

Registering e-invoice Vietnam (tax-authority-coded electronic invoices under Circular 78/2021/TT-BTC) is mandatory before the company records any sale of goods or supply of services. Until e-invoice registration is complete, the company must not issue commercial invoices. Issuing unofficial invoices or recording revenue outside the e-invoice system is a tax-law violation.

The e-invoice registration steps are:

  1. Choose a certified e-invoice solution provider.
  2. File the e-invoice registration form (Form 01/ĐKTĐ-HĐĐT) with the managing tax office, signed with the digital signature.
  3. Wait for the tax office’s approval (usually within one working day).

Every detail on the e-invoice template, company name, tax code, and head-office address, must match the ERC 100%. Even a small character or administrative-place-name discrepancy can lead the tax office to reject the invoice or the buyer to refuse the VAT credit. The company may issue invoices only after the digital signature and the e-invoice template have been confirmed as active on the General Department of Taxation portal.

6. Register Social Insurance If You Will Hire Staff

If the company plans to hire local or foreign staff to work formally right after incorporation, registering a social-insurance unit code is mandatory. Even if the company has only one or two employees on labor contracts, first-time registration for social insurance, health insurance, and unemployment insurance must be completed before the first official payday.

The social-insurance unit code is linked directly to the company’s quarterly Personal Income Tax (PIT) finalization data.

Note for expatriates: If a founder or foreign specialist works in Vietnam, the company must at the same time obtain a Work Permit or a confirmation that the person is exempt from a Work Permit, then register compulsory social insurance under the rules for foreign workers. Without a valid Work Permit, the foreign employee’s salary can be disallowed as a reasonable expense when Corporate Income Tax is calculated.

7. 30-Day Sequence After Business Setup in Vietnam

To help investors see the exact execution path, here is the mandatory 30-day sequence to follow as soon as the Enterprise Registration Certificate (ERC) is in hand:

7.1. Days 1-7 (initial legal setup)

  • Issue the decision appointing the Chief Accountant or the person in charge of accounting.
  • Engrave the company seal (if used) and purchase a company digital signature (CA Token).
  • File initial tax registration with the managing tax office.
  • Activate the Legal Representative’s VNeID digital identity so it connects to the public-service system.

7.2. Days 7-15 (finance and banking)

  • Open the Direct Investment Capital Account (DICA) and the VND current account at a commercial bank.
  • Notify the tax office of the bank accounts (via the digital signature).
  • Prepare funds and transfer charter capital from abroad into the DICA (complete within the 90-day deadline).

7.3. Days 15-30 (activation and periodic compliance)

  • Select an electronic invoicing provider and complete the e-invoice Vietnam registration process before issuing the company’s first invoice.

  • Set up the accounting books under VAS.

  • Register the social-insurance unit code if hiring has started.

  • Get ready for the first VAT and PIT filing period.

Reminder for FDI companies: Besides tax duties, foreign-invested companies must also meet the quarterly project-implementation reporting deadline on the National Foreign Investment Information System – even while the project is still in preparation and has no revenue.

8. How Vina TPT Handles Post-Setup Tax Registration

Handling the full tax registration Vietnam chain after incorporation often takes time and creates legal errors for foreign investors who are not yet familiar with Vietnam’s administrative system. Vina TPT provides an end-to-end advisory and implementation package that standardizes the entire post-establishment tax-compliance system:

  • Chief Accountant appointment and initial tax filing: Supplying a practicing-qualified Chief Accountant, registering the digital signature, activating corporate VNeID, and completing the initial tax-registration file accurately.
  • E-invoice configuration and VAS books: Supporting template registration and activation of e-invoice Vietnam, and setting up VAS books that match the industry.
  • Tax and social-insurance filing on the company’s behalf: Full handling of periodic returns (VAT, CIT, PIT, FCT), registration of the social-insurance unit code, and payroll for staff.
  • FDI legal support: Tracking the 90-day charter-capital deadline, filing periodic FDI investment reports, and supporting Work Permit and TRC applications for foreign staff.

Have you just completed business setup Vietnam and are preparing for the first invoice? Contact Vina TPT so our specialists and CPAs with 10-20 years of experience can review and activate the full initial tax checklist for your company.

checklist-tax-registration-requirements-after-your-business-setup-vietnam

BOOK A FREE CONSULTATION

Doing Business in Vietnam: Essential Guide 2026-2027

doing-business-in-vietnam-essential-guide

doing-business-in-vietnam-essential-guide

The picture of doing business in Vietnam in 2026-2027 is shifting in a strategic way. The investment environment is no longer built only on low labor cost or early-stage land incentives. For foreign investors, small and medium-sized enterprises (SMEs), and FDI groups preparing to enter or expand, the business case now turns on the ability to use the new-generation Free Trade Agreement (FTA) network, adapt to the Law on Investment 2025, and stay inside a Tax-Accounting-Labor framework that is tightening discipline year by year.

Many international investors who start researching the market struggle to shape an overall compliance path. Focusing only on the initial incorporation license, and overlooking new legal updates, market-access conditions, or post-licensing FDI reporting, easily leads to project delays, administrative penalties, or a blocked profit-repatriation flow.

To give companies a complete and accurate view, this Vietnam business guide from Vina TPT examines doing business in Vietnam through six structured layers: assessing market attractiveness, covering the core legal changes of 2025-2026, choosing the form of presence, controlling operating obligations, and setting an optimized launch path for 2026-2027.

1. Why Vietnam Still Matters for Foreign Investors in 2026-2027

Vietnam continues to hold its place as one of the most dynamic and attractive investment destinations in Southeast Asia for 2026–2027. That appeal is shaped by a domestic market of nearly 100 million people, a golden-age population structure, a rapidly growing middle class, and a geo-economic position that connects directly with China, ASEAN, and the world’s main export shipping lanes.

Vietnam’s position is also reinforced by a deep network of new-generation Free Trade Agreements (FTAs), including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the EU–Vietnam Free Trade Agreement (EVFTA), and the Regional Comprehensive Economic Partnership (RCEP). This treaty framework gives products made in Vietnam a clear tariff advantage when they are exported to major markets – provided the company meets the rules of origin and the relevant industry standards exactly.

FDI inflows into Vietnam are also going through a quality restructuring. The state now prioritizes high-tech projects, higher-value manufacturing, professional services, renewable energy, and the green economy over labor-intensive raw processing. For investors entering the market in 2026–2027, reading the sector direction and the incentive policy that applies to each field – from export manufacturing and retail trade to F&B and digital services – is the first step toward an efficient investment.

2. Legal Barriers and Key Regulatory Updates in 2025-2026

The 2025-2026 period marks a turning point in Vietnam’s business law, with a cluster of key statutes coming into force. Mastering these changes lets investors adjust their legal strategy early and cut compliance risk when doing business in Vietnam.

2.1. Updates under the Law on Investment 2025 (No. 143/2025/QH15) and Decree 96/2026/ND-CP

The Law on Investment 2025 (effective 1 March 2026; the list of conditional business lines applies from 1 July 2026) and guiding Decree 96/2026/ND-CP change the state’s management approach at the root:

  • A more flexible licensing sequence (ERC before IRC in some cases): Where the investor fully meets market-access conditions, the law allows the company to obtain the Enterprise Registration Certificate (ERC) first to establish legal personality, and complete the Investment Registration Certificate (IRC) afterward. This is more flexible than the IRC-before-ERC path required under the 2020 Law.
  • From ex-ante to ex-post control: The state has cut the list of conditional business lines and expanded the “green lane” (special investment procedures) in industrial parks, export-processing zones, high-tech parks, and digital technology parks.
  • Deeper decentralization: More project approvals sit with local authorities, and fewer small changes trigger a mandatory investment-project amendment.

2.2.Updates to the tax and financial-management framework (2025-2026)

  • Corporate Income Tax (Law No. 67/2025/QH15 and Decree 320/2025/ND-CP): The standard rate remains 20%. Preferential rates of 15% or 17% still exist for SMEs based on a revenue threshold, but the new rules tighten the eligibility tests so that subsidiaries of large groups cannot use those incentives.
  • Personal Income Tax (Law No. 109/2025/QH15 and Decree 253/2026/ND-CP): Applies from 1 July 2026 (with some salary-tax-bracket rules covering the full 2026 tax year) and revises the tax brackets and key family-circumstance deductions.
  • Tax administration and e-invoices (Law No. 108/2025/QH15): Effective 1 July 2026, this strengthens automated data matching and tightens control of e-invoices and cross-border transactions.
  • Abolition of the business license fee: From 1 January 2026, the business license fee is abolished. Companies no longer need to include this item in the operating budget.

Practical barriers that still matter: Even with simpler procedures, investors still face technical barriers: foreign-ownership limits, industry-specific sub-licenses, a lawful head-office address, digital identity requirements for the Legal Representative, the 90-day charter-capital contribution deadline, and periodic investment-monitoring reports.

doing-business-in-vietnam-essential-guide

3. How Foreign Investors Can Enter the Market: Forms and Entry Paths

To start doing business in Vietnam, a foreign investor needs a legal form of presence and an entry path that matches the project’s scale and commercial goal.

Common legal forms of presence

  • Limited liability company (LLC – one member or two or more members): The most practical and widely used model for small and mid-sized investors. Liability is limited to the committed capital, and the governance structure is lean and easier to run.
  • Joint-stock company (JSC): Suited to larger projects that involve at least three shareholders or that aim to raise capital and list on the stock market.

Two market-entry sequences under the new rules

Under the new legal framework, the investor has two procedural options:

  1. Traditional path (IRC → ERC): The investor files for the IRC so the project is appraised first, then incorporates the company to obtain the ERC. This path is safer for projects with complex conditions.
  2. Flexible path (ERC → IRC): Available where the project fully meets the published market-access conditions. The company obtains legal personality (ERC) first so it can prepare the operating setup, but actual project activity may start only after the IRC is completed within the committed deadline.

Vina TPT’s professional advice: Review the business-line conditions you intend to register in Vietnam. When setting up a company, you can look up the business-line codes and corresponding scope of activity on the official business-line lookup page to reduce the risk of having to amend or add lines during appraisal. Furthermore, registered capital must also match the actual project scale and must be paid in full into the Direct Investment Capital Account (DICA) within 90 days from the date the ERC is issued.

4. Tax, Accounting and Labor Rules After You Start Operations

Once licensing is complete, operating obligations begin in earnest. To keep the company safe and avoid administrative fines, the investor needs tight control of four core groups.

Tax and accounting (VAS)

  • Taxes that arise: Value-Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT) for employees, and Foreign Contractor Tax (FCT) if the company pays for services or royalties to counterparties outside Vietnam.
  • Accounting standards: FDI companies must apply Vietnamese Accounting Standards (VAS), keep a proper set of books, appoint a legally qualified Chief Accountant, and prepare annual financial statements that are audited by an independent audit firm in Vietnam.

Labor and personnel

  • The company must sign labor contracts, register personal tax codes, and contribute compulsory social insurance, health insurance, and unemployment insurance for Vietnamese and foreign staff.
  • For foreign employees, the company must obtain a Work Permit or a Work Permit exemption, together with a Temporary Residence Card (TRC), so that residence is lawful.
  • It must also file periodic reports on labor use with the Department of Labor, Invalids and Social Affairs (DOLISA) or the industrial-park management board.

FDI investment reporting: Foreign-invested companies have a separate duty to update project-implementation reports and periodic investment monitoring and evaluation reports on the National Investment Information System (fdi.gov.vn). Missing these FDI reports will later block license amendments, capital increases, or lawful profit repatriation.

5. A Simple Roadmap to Start Doing Business in Vietnam

To help investors see the full execution path without being overwhelmed by technical detail, Vina TPT summarizes the standardized launch process in six decision points:

No. Decision point

What to complete

1

Review the industry and conditions Identify the business-line codes, check the foreign-ownership ratio, and confirm any sub-license requirements

2

Choose the structure and head office Select the company type (LLC/JSC) and sign a lease for a lawful registered address (Shared Office or a traditional office)

3

Prepare the dossier and legalize documents Collect investor documents, complete consular legalization, and obtain notarized Vietnamese translations

4

License and contribute capital Complete the IRC/ERC procedures on the path that fits the project, open the DICA, and contribute 100% of charter capital within 90 days

5

Activate initial compliance Register for tax, obtain a CA Token, set up e-invoices, establish the filing system, and complete the initial labor file

6

Operate on a sustainable basis Run VAS accounting, file periodic tax returns, submit FDI investment reports, and keep sub-license conditions in force

6. How Vina TPT Supports Foreign Investors

Entering and operating successfully in a fast-growing market like Vietnam requires a consulting partner that thinks clearly and understands how the system works in practice. Vina TPT provides end-to-end support through lawyers, legal specialists, CPAs, and Chief Accountants with 10-20 years of experience. We deliver a full service package and peace of mind for clients doing business in Vietnam:

  • Investment and industry strategy: Assessing market-access conditions under the Law on Investment 2025, advising on the capital structure, and designing an efficient company model.
  • Full-package company setup: Representing the investor to standardize the dossier, complete IRC and ERC procedures, engrave the seal, and finish post-licensing formalities.
  • Head-office solution (Shared Office): A lawful business-registration address in central Ho Chi Minh City that meets the tax authority’s inspection standards.
  • Post-establishment operating ecosystem: Full management of VAS tax accountant, bookkeeping service, payroll, social insurance, periodic FDI investment reporting, and industry-specific sub-licenses.
  • Continues to support in-depth services: VAT refunds, preparation and accompaniment during tax inspections, transfer pricing documentation, and advisory on mergers and acquisitions.

If you are preparing to start doing business in Vietnam in 2026-2027 and need a safe, accurate execution path, contact Vina TPT for in-depth advice from our specialist team.

BOOK A FREE CONSULTATION

doing-business-in-vietnam-essential-guide

What Is Included in Business Accounting Services in Vietnam?

what-is-included-in-business-accounting-services-in-vietnam

what-is-included-in-business-accounting-services-in-vietnam

You have just entered the Vietnamese market and are looking for a business accounting services provider that can optimize cost while still covering your basic compliance obligations. At this stage, many investors still do not have a clear picture of what they actually need: bookkeeping and tax filing only, or also payroll, labor reports, financial statements, and investment reports.

This article from Vina TPT breaks the work down by scope so you can choose an accounting services Vietnam package that matches real operating needs – complete on mandatory obligations, with nothing missing and nothing surplus relative to your current scale.

1. Bookkeeping and Daily Financial Records

The core foundation of any professional outsourcing accounting Vietnam solution is a daily bookkeeping system that is recorded accurately and in strict compliance with the Vietnamese Accounting Standards (VAS).

This workstream includes:

  • Document receipt and review: Checking the legality, validity, and reasonableness of all incoming and outgoing e-invoices, bank documents, commercial contracts, and customs declarations (if the company has import-export activities).
  • VAS bookkeeping: Recording in detail the transactions arising in revenue, expenses, fixed assets, prepaid expenses, inventory, and provisions under the correct VAS accounts.
  • Receivables, payables, and bank reconciliation: Reconciling bank statements (VND and foreign-currency accounts) and maintaining detailed records of customer receivables and supplier payables.

Vina TPT’s management view: Accounting data is not merely for internal storage. It must be of a standard that reconciles 100% with VAT returns, the annual audited financial statements, and FDI investment reports. If there is a discrepancy among these three data sources, the company faces a high risk of tax reassessment and significant penalties at finalization.

what-is-included-in-business-accounting-services-in-vietnam

2. Tax Compliance and Statutory Filings

Tax filing is the highest-risk workstream if the company does not keep up with changes in legal regulations. A provider of business accounting services is responsible for fulfilling all of the following obligations:

  • Value-Added Tax (VAT): Preparing and filing VAT returns on a monthly or quarterly basis; strictly reviewing input VAT deduction conditions (especially the mandatory bank-transfer requirement for invoices of VND 5 million or more).
  • Corporate Income Tax (CIT): Calculating quarterly provisional CIT (ensuring that the total provisional payments over four quarters are not lower than 80% of the amount payable on the annual finalization) and preparing the annual CIT finalization return.
  • Personal Income Tax (PIT): Filing withholding PIT returns monthly or quarterly and preparing the annual PIT finalization return for all employees.
  • Foreign Contractor Tax (FCT): Declaring and paying FCT arising from service contracts, royalties, international freight charges, or loan interest paid to foreign counterparties.
  • Business license fee and other taxes: Declaring and paying the business license fee at the beginning of the year, as well as natural resource tax and special consumption tax (if applicable).

The advisory firm must proactively track the tax calendar and alert the company to statutory deadlines in order to fully prevent late-payment penalties or a locked Tax Identification.

3. Payroll, PIT, Social Insurance and Labor Reports

Payroll cannot be separated from the accounting system. Errors in salary calculation and insurance will distort cash flow, affect deductible expenses for CIT purposes, and constitute labor-law violations.

A complete service package should include:

  • Payroll and insurance obligations: Preparing the payroll, issuing confidential payslips, calculating PIT withholdings, making social insurance, health insurance, and unemployment insurance contributions, and registering tax identification numbers and dependents for employees. For expatriates, the specialist must carefully check the Work Permit and Temporary Residence Card (TRC) conditions and correctly determine tax residency status (resident or non-resident) in order to calculate PIT accurately.
  • Five mandatory labor reports: In addition to tax returns, FDI companies are required to submit five periodic labor reports according to the standard schedule below:

Labor Report

Receiving Authority Filing Deadline

Prescribed Form

1. Report on labor utilization Department of Labor, Invalids and Social Affairs / Industrial Park or Economic Zone Management Board Twice a year: before 5 June and 5 December Form No. 01/PLI (Decree 145/2020/ND-CP)
2. Report on unemployment insurance participation Department of Labor, Invalids and Social Affairs Once a year: before 15 January of the following year Form No. 33 (Circular 28/2015/TT-BLDTBXH)
3. Occupational accident report Department of Labor, Invalids and Social Affairs Twice a year: before 5 July and 10 January of the following year Appendix XII (Decree 39/2016/ND-CP)
4. Occupational safety and hygiene report Department of Labor, Invalids and Social Affairs and Department of Health Once a year: before 10 January of the following year Appendix II (Circular 07/2016/TT-BLDTBXH)
5. Occupational health report District/City Medical Center Twice a year: before 5 July and 10 January of the following year Appendix 8 (Circular 19/2016/TT-BYT)

4. Financial Reporting and Management Reports

At the end of the financial year, the accounting services Vietnam provider prepares a complete set of financial statements under VAS, including the balance sheet, income statement, cash flow statement, and notes to the financial statements. This set of reports is the legal basis for the Tax Authority, the independent auditor, and submission to the statistics authority.

In addition to the statutory financial statements, the management of an FDI company also needs periodic monthly or quarterly Management Reports:

  • Profit and Loss (P&L) management report analyzing revenue and expenses
  • Cash flow management report
  • Aging report for accounts receivable and accounts payable

These management reports are presented in bilingual format (English – Vietnamese) so that Headquarters can monitor the financial health of the Vietnam entity without a language barrier.

Explore Vina TPT’s Accounting Services

5. Mandatory FDI Investment Reports

This is the obligation that many FDI companies miss when they use low-cost accounting packages. Missing investment reports not only leads to substantial administrative penalties but also creates serious bottlenecks when the company later adjusts its Investment Registration Certificate (IRC), increases capital, extends the project, or remits profits abroad.

Every foreign-invested enterprise (from 1% to 100% foreign capital) or project that has been granted an IRC is required to file investment reports. Even if the project has not yet generated revenue, is still in the construction phase, or has temporarily suspended operations, the company must still report (by declaring zero figures).

Investment reporting obligations consist of two main groups:

  1. Report on the Implementation of the Investment Project (filed online on the fdi.gov.vn system under Decree 96/2026/ND-CP)
  • Quarterly report: Filed before the 10th day of the first month of the following quarter. Content includes implemented investment capital, revenue, import-export value, headcount, amounts paid to the state budget, and land/water-surface use.
  • Annual report: Filed before 31 March of the following year. Content includes a comprehensive assessment of investment results, product sales, average employee income, operating costs, R&D activities, environmental impact, and the origin of the technology used.
  1. Investment Monitoring and Evaluation Report (under Decree 19/2026, Decree 96/2026, and Circular 44/2026/TT-BTC – Form 13)
  • Quarterly report: Filed before the 10th day of the first month of the following quarter.
  • Six-month report: Filed before 10 July of the current year.
  • Annual report: Filed before 10 February of the following year.

Vina TPT’s management view: Figures on the Investment Activity Report (IAR) must match the VAS accounting books and the tax returns. A discrepancy between the investment report and the audited financial statements is the first signal that the investment management authority and the tax authority will place the company on a specialized inspection list.

6. How to Choose the Right Business Accounting Services Package

To choose a suitable accounting compliance package, the Board of Directors of an FDI company should follow these steps:

  • Correctly determine scale and transaction profile: Assess the monthly volume of source documents, whether the company has import-export activities or Foreign Contractor Tax (FCT), the size of the workforce, and whether expatriates are employed.
  • Lock in the exact Scope of Work: Require the provider to state clearly in the contract whether the package covers only bookkeeping and tax filing, or a full package that includes payroll, labor reports, and periodic FDI investment reports.
  • Provider evaluation criteria: Prioritize a partner with hands-on FDI experience, a bilingual advisory team, a multi-level quality control (QC) process before filing, and the ability to represent the company directly before the Tax Authority and the investment management authority.
  • Clarify management reporting and the advisory layer: Ask whether the provider issues monthly management reports (P&L, cash flow, receivables and payables) and whether those reports are figures only or include commentary. At the same time, lock in the advisory scope in advance: filing only, or also support when a tax issue arises, an inspection is launched, or Headquarters needs an explanation of the figures.

7. How Vina TPT Delivers Business Accounting Services

Vina TPT provides a comprehensive business accounting services solution that gives FDI companies full legal peace of mind in Vietnam:

  • VAS bookkeeping and full-package tax filing: Recording the books under VAS and filing VAT, CIT, PIT, and FCT accurately and on time. The package also includes Chief Accountant services – a mandatory requirement for every FDI company, needed from company setup through the opening of the bank account.
  • Payroll administration and labor reports: Calculating salaries, optimizing insurance costs, completing expatriate PIT finalization, and filing all five mandatory labor reports.
  • Financial statements and FDI investment reports: Preparing the annual financial statements, supporting work with the independent auditor, and handling the full package of periodic investment monitoring reports.
  • Flexible operating model: Advising and delivering bilingual management reports (English – Vietnamese – Japanese), with remote or hybrid working arrangements depending on the company’s stage of development.
  • Continues to support in-depth services: VAT refunds, preparation and accompaniment during tax inspections, transfer pricing documentation, and advisory on mergers and acquisitions.

If your company wants to review its current compliance scope, contact Vina TPT today for an expert consultation on the most suitable solution.

BOOK A FREE CONSULTATION

what-is-included-in-business-accounting-services-in-vietnam

Establish a Small Business in Vietnam: How to Start?

establish-a-small-business-in-vietnam-how-to-start

establish-a-small-business-in-vietnam-how-to-start

Small-scale investors who want to establish a business in Vietnam often do not know whether to start with the legal structure, the capital level, or the dossier. Many confuse a Representative Office with a company that can issue invoices, choose a registered address that does not meet registration requirements, or submit overseas documents that have not been consular-legalized. The result is that the IRC/ERC file is returned and the timeline for opening a store or signing the first contract is stretched.

This article breaks the process into steps for a small business in Vietnam: choosing the entity type, checking ownership conditions, working through the IRC and ERC, selecting an address when you have just arrived, preparing personal documents, and then looking at both setup cost and ongoing cost. The aim is to see the full operating cycle – not stop on the day the license is issued.

1. Choose the Right Legal Structure for a Small Business in Vietnam

Choosing the right legal structure from the outset is a foundational decision. It directly affects the company’s governance model, financial liability, and ability to raise capital later. The three legal-entity models that foreign investors in Vietnam most often consider today are the single-member limited liability company, the limited liability company with two or more members, and the joint-stock company.

For small and mid-sized foreign investors, the limited liability company (LLC) remains the most practical and widely used option. This structure limits the investor’s financial liability to the committed charter capital and keeps personal or parent-company assets separate from operating risk in Vietnam. The LLC’s governance is also relatively lean: it is not required to form a Board of Directors or a complex General Meeting of Shareholders of the kind a joint-stock company must maintain, so business decisions can be made faster and with more flexibility. The investor may hold 100% foreign ownership or form a joint venture with a local partner.

A joint-stock company (JSC), by contrast, requires at least three founding shareholders and is bound by stricter rules on meetings, voting, and reporting. This model is a genuine fit only if the investor plans a stock-exchange listing or intends to raise capital from venture funds in the near term.

Vina TPT’s professional recommendation: If your goal is to bring a product or service to market quickly, sign commercial contracts, and issue lawful invoices, start by establishing an LLC. When the business scale grows and you need to bring in more shareholders, the company can legally convert to another enterprise type.

For dossier requirements and LLC registration conditions, refer to Vietnam LLC Registration Requirements: A Complete Guide for Investor.

2. Ownership Rules and Investment Conditions for Small Business in Vietnam

Vietnam’s investment environment is now relatively open: foreign investors may hold 100% ownership in most ordinary business lines such as management consulting, information technology, software services, and manufacturing. The legal framework still maintains, however, a list of conditional business lines for foreign investors.

The sectors that a small business in Vietnam often targets – direct-to-consumer trading and retail, food and beverage (F&B), and some logistics services – all sit in the conditional market-access group. For these lines, the law may cap the foreign capital ratio, require a Vietnamese joint-venture partner, or require the company to obtain a Retail License or another industry-specific sub-license after incorporation.

As a rule, Vietnam’s Law on Investment does not impose a single minimum charter-capital figure across all sectors (except certain finance, banking, and real-estate lines that require statutory capital). The registered capital must still correspond to the project scale, the business line, and the costs set out in the investment proposal.

Vina TPT’s management view: The investment registration authority will assess the project’s feasibility against the capital you commit. If a company registers a retail or F&B line but declares a charter capital that is too low (for example under USD 5,000-10,000), the file is easily refused or sent back for an explanation of financial capacity, because that amount cannot cover rent, equipment, and initial operating costs. In addition, the investor must contribute 100% of the registered charter capital within 90 days from the date the Enterprise Registration Certificate (ERC) is issued.

3. Step-by-Step Process to Establish a Small Business in Vietnam

Setting up a foreign-invested company in Vietnam is more complex than forming a domestic company because it runs through two separate licensing stages: investment project approval and legal-entity formation. Completing the steps out of order, or leaving gaps in the early dossier, can stall the entire timeline.

The standardized process follows these sequential steps:

Step 1: Industry Survey and Preparation of the Investment Dossier

Before commencing the company establishment procedures, the investor needs to accurately determine the business industry codes according to the Vietnam Standard Industrial Classification (VSIC) and cross-check them against the WTO Commitments Schedule and the Law on Investment to verify market access conditions. Certain sectors classified as conditional business lines will require additional specialized licenses or compliance with standards related to capital, personnel, and facilities. At this stage, the investor is advised to contact a local consulting firm for support in reviewing the industry codes and assessing the project’s feasibility.

Explore Business Setup Services

After identifying the suitable industry, the investor proceeds to prepare the investment dossier under the guidance of the service provider. Documents of the investor (whether an individual or an organization) must be consular-legalized abroad before being brought to Vietnam for use. The consular legalization process usually takes 14 to 30 days, depending on the procedures of each embassy/consulate and the respective country.

Estimated time for the entire step: approximately 5-7 working days (excluding consular legalization time).

Step 2: Submission of the Application for the Investment Registration Certificate (IRC)

The investment dossier is submitted to the Department of Finance. The competent authority will appraise the market conditions, project location, and the investor’s financial capacity before officially issuing the IRC.

Estimated time: 30 – 45 working days.

Step 3: Submission of the Application for the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the enterprise submits the legal entity establishment dossier to apply for the ERC. The business registration authority will appraise the company name, head office address, and governance structure. Once the ERC is completed, the enterprise code is simultaneously created on the National Business Registration Information System.

Estimated time: 14 – 20 working days.

Step 4: Opening a Bank Account, Engraving the Company Seal, and Making Capital Contribution

The enterprise proceeds to engrave the legal seal, publish the seal specimen, and open a Direct Investment Capital Account (DICA) at a commercial bank licensed to operate in Vietnam. Under the law, the investor must complete the transfer of the entire committed charter capital into the DICA within a maximum of 90 days from the date the ERC is issued.

Implementation time: Within 90 days as prescribed by law.

Step 5: Completion of Tax Registration and Post-Establishment Compliance

The enterprise purchases a digital signature (USB Token), installs the company signboard at the head office, carries out initial tax registration, submits the business license fee declaration, and registers the electronic invoice system. At the same time, the company completes labor registration and social insurance procedures if employees are officially hired, and registers the enterprise electronic identity account (VNeID for enterprises) to facilitate electronic administrative procedures and transactions with state authorities.

Estimated time: 14 – 30 working days. 

4. Selecting a Compliant Address for Your Small Business in Vietnam

The head-office address is one of the most important legal elements in a company-setup dossier. Under Vietnam’s Law on Enterprises and Law on Housing, the registered address must be a real location, with a clear cadastral identity and a lawful right of use. It must not be placed in a residential apartment or a collective housing block.

For a small business in Vietnam that has just entered the market, a long-term traditional office lease often creates a heavy financial burden. A deposit of three to six months, fit-out costs, and high monthly rent consume a large share of the budget before the company has generated any revenue.

To solve that cost problem, a Shared Office or Serviced Office is the most practical option at the launch stage. A standard Shared Office address does more than supply a lawful business-registration address for the IRC/ERC file. It also meets the tax authority’s on-site inspection criteria: a company signboard, a reception desk, staff answering the phone, and a meeting room when an inspection team visits.

Vina TPT provides a Shared Office package on Hoang Sa Street in District 1, Ho Chi Minh City. The package includes a lawful business-registration address, a proper company nameplate, professional reception, and a modern meeting-room system. This solution can reduce initial fixed costs by up to 80% and makes it straightforward to upgrade to a Private Office when headcount grows.

establish-a-small-business-in-vietnam-how-to-start

5. Required Documents and Legalization for Small Business Foreign Investors

Preparing the legal documents is the bottleneck that costs investors the most time. Every document issued by a foreign authority must go through consular legalization and a notarized Vietnamese translation before it can be filed with the competent authorities in Vietnam.

For an individual foreign investor, the standard dossier includes these core documents:

  • Personal passport: A copy of the investor’s valid passport, consular-legalized and accompanied by a notarized translation.
  • Proof of financial capacity: The investor’s most recent bank statement, showing a balance equal to or greater than the charter capital committed to the company. This document must also be consular-legalized.
  • Head-office premises file: An office lease or deposit agreement in Vietnam, together with the land-use rights certificate or other legal papers proving the landlord’s right to lease.
  • Application forms and investment proposal: The investment-registration and enterprise-registration forms prepared to the templates of the Ministry of Planning and Investment.

Note: Personal details (full name, passport number, permanent address) and project particulars (company name, head-office address, charter capital) must match 100% across every document – from the foreign-language original and the notarized translation through to the forms filed with the state authorities. Even a small discrepancy in a character or in the transliteration of a name can send the file back so that consular legalization has to be redone from the start.

6. Realistic Setup Costs and Operating Budget for Small Business in Vietnam

To manage cash flow effectively, the investor needs to separate one-time setup cost from the operating budget for the first 12 months. Preparing funds only for the licensing stage and overlooking post-establishment compliance is the main reason many companies end up in a financially passive position.

The basic cost groups are structured as follows:

One-time setup costs

  • State fees for the IRC, the ERC, enterprise information publication, and seal engraving.
  • Notarization, consular legalization, and translation of foreign documents.
  • Legal advisory and representation fees for filing the IRC/ERC dossier.
  • First-year rent for the registered address or a Shared Office.
  • Purchase of a digital signature (CA Token for 1–3 years) and e-invoice software.

Ongoing compliance and operating costs

  • Accounting and tax: Monthly or quarterly bookkeeping and tax filing, plus annual financial statements under VAS.
  • Labor and payroll: Salary calculation, personal tax-code registration, and social insurance contributions for staff.
  • Investment reporting: Periodic investment monitoring reports on the fdi.gov.vn system.
  • Sub-licenses: Maintenance or renewal of a retail business license or other industry-specific licenses, where applicable.

7. The Full Journey to Establish a Small Business in Vietnam at a Glance

To give investors a complete picture of the path from idea to the company actually starting operations, Vina TPT summarizes the execution cycle in the step-by-step table below:

No. Main step

Step details

1 Survey and structuring Choose the entity type (LLC) and review industry conditions
2 Legal preparation Consular-legalize personal documents and lease a Shared Office
3 Investment licensing File the dossier and obtain the Investment Registration Certificate (IRC)
4 Enterprise licensing File the dossier and obtain the Enterprise Registration Certificate (ERC)
5 Post-licensing Engrave the seal, open the DICA/VND accounts, and contribute full capital typically within 90 days
6 Operational activation Tax registration, CA Token, e-invoices, and sub-licenses where required
7 Ongoing compliance VAS accounting, tax, payroll, and investment reporting

8. How Vina TPT Helps You Establish a Small Business in Vietnam

Establishing a small business in Vietnam does not end on the day you hold the ERC. It is an ongoing process of keeping legal compliance aligned throughout the company’s life. Vina TPT is a B2B advisory firm that provides an end-to-end solution ecosystem so foreign investors can grow the business with confidence:

  • Legal structure and industry advisory: Assessing market-access conditions, advising on the capital model, and building a business-line list that is tax-efficient.
  • Full-package licensing: Standardizing the dossier, supporting translation and consular legalization, and representing the investor in filings for the IRC, ERC, and sub-licenses.
  • Registered head-office address: A compliant Shared Office in District 1, Ho Chi Minh City, that meets the tax authority’s inspection standards.
  • Post-establishment operating ecosystem: Full management of VAS accounting and bookkeeping, tax filing, payroll, social insurance, and periodic investment monitoring reports.

Are you planning to establish a business in Vietnam and need a safe, cost-efficient execution path? Contact Vina TPT’s specialist team for in-depth support today.

BOOK A FREE CONSULTATION

establish-a-small-business-in-vietnam-how-to-start

Common Tax Services in Vietnam and When Your Business Needs Them

common-tax-services-in-vietnam-and-when-your-business-needs-them

common-tax-services-in-vietnam-and-when-your-business-needs-them

In the Vietnamese market, B2B tax advisory firms rarely apply a single packaged model to every company. In actual operations, the service system is divided into two distinct work groups:

  • Periodic compliance (Tax Compliance) is the workstream a company must maintain throughout its operating life. The typical scope covers initial tax registration, determination of the filing method and filing period, and then the preparation and submission of periodic returns: VAT on a monthly or quarterly basis; withholding PIT on a monthly or quarterly basis plus the annual finalization; quarterly provisional CIT followed by the annual finalization; Foreign Contractor Tax (FCT) whenever an outbound payment is made; and the business license fee together with any industry-specific taxes. This workstream is tightly linked to the accounting books. A return is only correct when the VAT (tax services in vietnam), payroll, FCT, and CIT figures match the source documents already recorded.
  • In-depth advisory (Tax Advisory) comes into play when the company needs more than on-time filing and has to resolve a specific situation. Common services include VAT refunds to recover cash locked in uncredited input VAT; a Tax Health Check to surface risk before an inspection or a fundraising round; and related-party / Transfer Pricing compliance when there are dealings with a parent or group company. Choosing the right tax services in Vietnam therefore depends not only on company size, but also on its operating stage, transaction structure, and current tax risks.. Many FDI companies also need expatriate PIT finalization – because residency status, the Work Permit, and the tax calculation method for expats differ from those for local staff — as well as Global Minimum Tax advisory when the group falls within the scope of application. This is not ordinary monthly filing work.

Many FDI companies and SMEs fall into an “operating trap” by choosing the wrong service package at the wrong time. The result is wasted cost on one side and a serious risk of tax reassessment and administrative penalties on the other.

The article below examines the most common tax services in Vietnam, explains which businesses need each service, and identifies the right time to use them.

1. Common Tax Services in Vietnam

As an FDI company grows, the scope of tax services in Vietnam it requires also becomes more complex, moving from initial registration and periodic filing to specialized advisory work.

Understanding this structure helps the Board of Directors and the finance team choose the right service package at the right time, and keep figures consistent across accounting, tax, and investment reporting.

1.1. Initial Tax Registration 

This service layer is the first legal stepping stone immediately after company incorporation and establishes the foundation for tax compliance Vietnam requirements throughout the company’s operating life.

  • Scope of work: Registering the company’s Tax Identification Number (TIN), purchasing and activating a digital signature (CA token), registering e-invoices with the tax authority, determining the VAT calculation method (credit/deduction method or direct method), opening a bank account and notifying the tax authority of the account, and completing Level-2 VNeID identity for the Legal Representative.
  • Suitable for: Newly established FDI companies looking for tax services in Vietnam immediately after receiving an Enterprise Registration Certificate (ERC), particularly those preparing to commence operations without an in-house tax team.
  • When to implement: Immediately after the ERC is issued and before the first invoice is issued or any payment or capital contribution is received.

Vina TPT’s professional view: Configuring the wrong filing frequency (monthly versus quarterly, or vice versa) or choosing the wrong VAT method at this stage will create a chain of problems and force the company into complex explanation procedures with the managing tax authority.

1.2. Periodic Tax Filing (VAT, CIT, PIT, FCT, License Tax)

Periodic filing is one of the core tax services in Vietnam, covering recurring monthly, quarterly, and annual tax obligations for operating companies.

  • Scope of work:
    • Value-Added Tax (VAT): Preparing monthly or quarterly VAT returns and reconciling incoming and outgoing invoices on the General Department of Taxation’s e-invoice system.
    • Personal Income Tax (PIT): Filing monthly or quarterly withholding PIT returns and completing the annual PIT finalization for Vietnamese employees and expatriates.
    • Corporate Income Tax (CIT): Calculating and paying quarterly provisional CIT (ensuring that the four quarterly payments are not lower than 80% of the annual amount payable) and preparing the annual CIT finalization return.
    • Foreign Contractor Tax (FCT): Declaring and paying FCT on each occurrence or on a monthly basis whenever payments are made to foreign suppliers.
  • Suitable for: Every company operating in Vietnam. It is especially relevant for FDI companies with a complex cost structure, expatriate payroll, or outbound payments for royalties, loan interest, and international consulting services.
  • When to implement: From the first filing period after the Tax Identification Number (TIN) is issued – even if no revenue or expense has arisen yet – and on a continuous basis in line with statutory deadlines.

EXPLORE ACCOUNTING & TAX SERVICES

1.3. VAT Refund 

Among specialized tax services in Vietnam, VAT refund support goes beyond standard periodic filing (tax services in vietnam). It is a specialized advisory and dossier-handling process designed to recover eligible input VAT that has not yet been fully credited.

  • Scope of work: A VAT refund is not an extension of the monthly return. It is a specialized service: reviewing the legality of every incoming invoice, checking non-cash bank payment evidence, reconciling customs declarations and export contracts where goods are exported, preparing the refund dossier, filing it, and explaining it directly to the tax authority during the pre-refund or post-refund inspection.

The person handling the file must have processed real cases, because any document group can delay or reject the application. Invoices that do not qualify for credit, cash payments on transactions of VND 5 million or more, discrepancies between the VAT return and the export file, or explanations that do not match the books are the first points the tax authority will raise. Advice that stays theoretical – and has never followed a dossier through to a refund decision – will struggle to anticipate supplementary requests and the timeline for receiving the funds.

  • Suitable for: Companies whose accumulated uncredited input VAT is VND 300 million or more and that also meet all current refund conditions. For the detailed conditions and eligible cases, refer to VAT Refund in Vietnam 2025: Updated Conditions and Eligible Cases Explained.
  • When to implement: When the refundable VAT amount is material and the company needs to release frozen cash for reinvestment.

1.4. Tax Health Check and Risk Review

A Tax Health Check is one of the preventive tax services in Vietnam designed to identify compliance risks before they develop into larger issues during a tax inspection.

  • Scope of work rewritten: A Tax Health Check is an independent third-party review of the full set of accounting books, the tax compliance position, and the alignment between those two sources. The work covers examining source documents, VAS bookkeeping, a review of VAT, CIT, PIT, and FCT, identifying items at risk of being disallowed as deductible expenses, and then preparing a risk report with a plan to file supplementary returns if needed.

When the books and the tax returns are placed side by side, the company can see the gaps in control or in cash flow: invoices that do not qualify for credit, expenses lacking supporting documents, omitted FCT, off-track provisional CIT, or payroll figures that do not match PIT. From those discrepancies, the advisor proposes a suitable course of action: tightening the document process, amending returns, strengthening internal controls, or preparing an explanation file ahead of an inspection.

  • Suitable for: A Tax Health Check is suitable for companies that have operated for two to three years or more but have not yet gone through a tax inspection; companies preparing for an M&A transaction, a restructuring, or a fundraising round; companies that are about to change their accounting and tax service provider; or companies that want to review internal processes and put in place tighter controls over documents, filings, and figure reconciliation before risk is discovered from the outside.

1.5. Transfer Pricing and Related – Party Transactions

Transfer Pricing is the way a company prices transactions with related parties so that the price of goods, interest, royalties, or management fees has a comparable basis and is not treated as a tool for shifting profit between companies in the same group. Related-party transactions are those dealings: buying and selling goods, lending, receiving services, paying group management fees, or paying royalties to a parent, a subsidiary, a commonly owned company, or another party treated as related under Vietnamese tax law.

These transactions usually arise when an FDI company in Vietnam is not fully standalone. The company may import raw materials from a group plant, pay a management fee to an overseas headquarters, take an intra-group loan, or pay a royalty to use the parent’s brand and technology. Not every outbound payment is a related-party transaction – hiring an independent contractor, for example, may give rise only to FCT – but most companies that belong to a multinational group need to identify the correct counterparties before CIT finalization.

This is a specialized tax advisory Vietnam workstream. The tax authority does not only ask whether the return was filed; it asks whether the price and the profit margin are reasonable compared with independent dealings. Missing documentation, or internal pricing that is too high or too low, can lead to a deemed assessment and a tax reassessment. The company should therefore understand the nature of the transaction first, and only then move on to the appendices and the Transfer Pricing documentation.

Within specialized tax services in Vietnam, Transfer Pricing requires a more structured execution process once the nature of the related-party transactions has been correctly identified. The work does not stop at a year-end appendix; it runs across four layers.

  • Diagnostic review is the step of reading back every transaction with the parent and related companies: purchases and sales of goods, intra-group loans, group management fees, royalties, cost sharing, or the provision of services. The advisor identifies which transactions fall within the related-party scope, where current pricing sits, what is missing from the existing file, and which points the tax authority is likely to raise when the figures are compared with independent profit margins.
  • Compliance filings are the statutory reporting layer. The company must prepare Appendices I, II, III, and IV on related-party transactions and submit them with the annual CIT finalization return, usually within 90 days after the end of the financial year. A missing appendix or an incorrect line item is not only a formal error; it is a signal for the tax authority to look more closely at internal pricing.
  • Transfer Pricing documentation goes beyond the return. The company prepares and retains the Local File, the Master File (Global File), and the Country-by-Country Report (CbCR) if it is in scope, under Decree 132/2020/ND-CP and the current implementing guidance. This file set explains why the chosen price, royalty, or management fee was selected and which comparability method is being used.
  • Defense during inspection is the final layer. When the tax authority inspects Transfer Pricing, the advisor represents the company in explaining the pricing method, the profit margins, and the link between the documentation, the books, and the CIT return. Completing the first three layers early reduces the pressure at this stage.

This service is suitable for FDI companies that are members of a multinational group and buy or sell goods, provide services, lend, or franchise with related parties. Implementation should start as soon as related-party transactions arise – not wait until the finalization deadline is close. The file must be complete before the annual CIT finalization deadline so the company is not filing the return while still lacking documents when questions are asked.

common-tax-services-in-vietnam-and-when-your-business-needs-them

2. How Vina TPT Provides Tax Services in Vietnam

Vina TPT provides tax services in Vietnam for most types of companies operating in the country: newly established companies that need setup and periodic filing, SMEs with a stable transaction flow, and FDI companies that belong to a group and have a more complex cost structure. The foundation layer covers tax registration, e-invoices, VAT, CIT, PIT, and FCT filings, and the monthly, quarterly, and annual obligations that follow.

In parallel, the team includes CPA-qualified specialists and Chief Accountants who can support the deeper issues that a monthly return cannot resolve: VAT refunds, Tax Health Checks, expatriate PIT finalization, related-party / Transfer Pricing documentation, and advisory work when the company falls within the scope of the Global Minimum Tax.

  • Foundation compliance layer: Core tax services in Vietnam covering initial tax setup and timely VAT, CIT, PIT, and FCT filings aligned with the accounting books.
  • In-depth advisory layer: VAT refund dossiers, independent Tax Health Checks, and the review and preparation of Transfer Pricing documentation.
  • Integrated operating ecosystem: Connecting tax data with the VAS books, payroll and social insurance, financial statements, and FDI investment monitoring reports.

If your company is reviewing its current tax services in Vietnam – from periodic filing to VAT refunds, Tax Health Checks, or Transfer Pricing – contact Vina TPT for a tax roadmap that matches your operating stage and compliance needs.

BOOK A FREE CONSULTATION

How to Start an International Business in Vietnam?

how-to-start-an-international-business-in-vietnam

how-to-start-an-international-business-in-vietnam

The FDI picture in Vietnam is expanding at pace. Disbursed capital reached a record USD 27.62 billion in 2025, and in the first six months of 2026 registered capital jumped to USD 34.65 billion, up 61% year on year. A consumer market of VND 7,093 trillion is driving global brands such as OH!SOME, Saizeriya, Pin Wei, Shake Shack… to keep expanding their legal entities and on-the-ground retail networks.

With a rapidly growing middle class, improving logistics infrastructure, and a new generation of FTAs, Vietnam offers significant opportunities for investors looking to establish an international business in Vietnam.

Working alongside FDI companies, this article from Vina TPT maps the full market-entry roadmap: choosing the form of legal presence, reviewing conditional business lines, obtaining the IRC and ERC, and building a tax, accounting, and labor system that is complete and correct from day one.

1. Choose the Right Form of Presence First

The first step in establishing an international business in Vietnam is not choosing a brand name. It is selecting the form of legal presence that accurately matches the investor’s business objectives.

  • Limited Liability Company (LLC): This is the most common and optimal model, accounting for more than 90% of FDI projects in Vietnam. It applies limited liability within the scope of contributed capital, has a relatively flexible governance structure, and allows 100% foreign ownership in most business lines. It is the most suitable choice for trading, services, manufacturing, and technology activities.
  • Representative Office (RO): An RO only serves as a liaison, market-research, and trade-promotion unit. Vietnamese law strictly prohibits an RO from conducting direct profit-making activities. It may not sign commercial contracts (except under a valid power of attorney), issue invoices, or collect payment from customers. Many foreign investors set up an RO because they assume the procedures are simpler, then later have to dissolve it and incorporate a company because the RO cannot carry out business operations.
  • Joint Stock Company (JSC): This form is suitable for large-scale projects that plan to raise capital from multiple shareholders or aim for a stock-exchange listing. However, the governance structure and internal regulations of a JSC are significantly more complex than those of an LLC.

2. Check Market Access and Conditional Business Lines

Before establishing an international business in Vietnam, foreign investors must carefully review the market-access conditions for their intended business lines under the Law on Investment, the WTO Commitments Schedule, and relevant Free Trade Agreements.

  • Fully open sectors: Foreign investors are permitted to hold 100% of charter capital (for example: management consulting, manufacturing, software, and wholesale trading).
  • Conditional market-access sectors: These may impose a cap on foreign ownership (foreign room), a required form of investment (such as a joint venture with a domestic partner), or experience and capability requirements.
  • Sub-license / Business License requirements: Sensitive sectors or those that directly affect consumers – such as retail (import-export and retail distribution), F&B, education, logistics, pharmaceuticals, and e-commerce – require a specialized license after the company has been established.
  • Investment capital requirements: General law does not prescribe a minimum charter capital for every sector, but the registered capital must be commensurate with the project scale and the feasibility of the business plan. Capital that is too low will lead the licensing authority to refuse project approval or to request repeated additional explanations.

3. Step-by-Step: Set Up International Business in Vietnam

The standardized process answering the question of how to register a company in Vietnam for foreign investors consists of the following 5 core stages:

Step 1: Industry Survey and Preparation of the Investment Dossier

Before commencing the company establishment procedures, the investor needs to accurately determine the business industry codes according to the Vietnam Standard Industrial Classification (VSIC) and cross-check them against the WTO Commitments Schedule and the Law on Investment to verify market access conditions. Certain sectors classified as conditional business lines will require additional specialized licenses or compliance with standards related to capital, personnel, and facilities. At this stage, the investor is advised to contact a local consulting firm for support in reviewing the industry codes and assessing the project’s feasibility.

After identifying the suitable industry, the investor proceeds to prepare the investment dossier under the guidance of the service provider. Documents of the investor (whether an individual or an organization) must be consular-legalized abroad before being brought to Vietnam for use. The consular legalization process usually takes 14 to 30 days, depending on the procedures of each embassy/consulate and the respective country.

Estimated time for the entire step: approximately 5-7 working days (excluding consular legalization time).

Step 2: Submission of the Application for the Investment Registration Certificate (IRC)

The investment dossier is submitted to the Department of Finance. The competent authority will appraise the market conditions, project location, and the investor’s financial capacity before officially issuing the IRC.

Estimated time: 30 – 45 working days.

Step 3: Submission of the Application for the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the enterprise submits the legal entity establishment dossier to apply for the ERC. The business registration authority will appraise the company name, head office address, and governance structure. Once the ERC is completed, the enterprise code is simultaneously created on the National Business Registration Information System.

Estimated time: 14 – 20 working days.

Step 4: Opening a Bank Account, Engraving the Company Seal, and Making Capital Contribution

The enterprise proceeds to engrave the legal seal, publish the seal specimen, and open a Direct Investment Capital Account (DICA) at a commercial bank licensed to operate in Vietnam. Under the law, the investor must complete the transfer of the entire committed charter capital into the DICA within a maximum of 90 days from the date the ERC is issued.

Implementation time: Within 90 days as prescribed by law.

Step 5: Completion of Tax Registration and Post-Establishment Compliance

The enterprise purchases a digital signature (USB Token), installs the company signboard at the head office, carries out initial tax registration, submits the business license fee declaration, and registers the electronic invoice system. At the same time, the company completes labor registration and social insurance procedures if employees are officially hired, and registers the enterprise electronic identity account (VNeID for enterprises) to facilitate electronic administrative procedures and transactions with state authorities.

Estimated time: 14 – 30 working days. 

Explore Company Registration Service

how-to-start-an-international-business-in-vietnam

4. Tax, Accounting and Labor Obligations After Setup

Once an international business in Vietnam is legally established, ongoing tax, accounting, labor, and investment reporting obligations arise immediately, regardless of whether the company has recorded any revenue.

  • Tax obligations: The company must declare and pay on time Value-Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT) for employees, and Foreign Contractor Tax (FCT) whenever payments are made to international counterparties.
  • Accounting standards and audit: Accounting books must be maintained under the Vietnamese Accounting Standards (VAS). An FDI company is required to appoint a legally qualified Chief Accountant and must have its annual financial statements audited by an independent audit firm in Vietnam before submitting them to the tax and statistics authorities.
  • Labor law and expatriate compliance: The company must enter into labor contracts and make mandatory social insurance contributions. When employing foreign nationals, it must complete the Work Permit or Work Permit exemption procedures and obtain a Temporary Residence Card (TRC) to ensure lawful residence.
  • Investment Activity Report (IAR): This is a mandatory quarterly and annual reporting obligation on the National Foreign Investment Information System. Discrepancies between investment report figures and the audited financial statements can result in significant administrative penalties.

5. Practical Challenges Foreign Founders Often Underestimate

During implementation, many international investors run into bottlenecks because they underestimate Vietnam’s administrative barriers:

  • Registered office address barrier: Vietnamese regulations require a business to have a lawful registered office address that is suitable for business registration and can be verified by the relevant authorities. For foreign investors, setting up a traditional office from the beginning can be time-consuming and costly, as it may involve finding a suitable premises, negotiating and signing a lease, arranging the office, and preparing the necessary supporting documents. To save time and reduce initial setup costs, many investors therefore consider a Shared Office during the early stage of establishing their business. A suitable Shared Office can provide a lawful business address together with the necessary legal documents and support for an on-site inspection by the tax authority when required.
  • Requirements for the Legal Representative: The company must have at least one Legal Representative who resides regularly in Vietnam. This person must complete Personal Tax Identification Number registration, obtain a Work Permit, and activate Level-2 VNeID identity so that they can use a digital signature on public service systems.
  • Timeline slippage versus the original plan: Actual dossier review often takes longer than the theoretical timeline if overseas legal documents have consular-legalization defects, translations are inaccurate, or the explanation of the investment capital source does not meet the competent authority’s requirements.
  • Timeline slippage versus the original plan: Actual dossier review often takes longer than the theoretical timeline if overseas documents have consular-legalization defects, translations are inaccurate, or the explanation of the investment capital source does not meet the competent authority’s requirements.

For that reason, investors should appoint a partner for company setup, Chief Accountant support, and tax compliance from the dossier-preparation stage – rather than splitting the work into two phases of “get the license first, find an accountant later.”

6. How Vina TPT Supports International Business Setup in Vietnam

As a leading B2B advisory firm in accounting, tax, and corporate law for FDI companies in Vietnam, Vina TPT provides an end-to-end solution from market entry through to stable operations:

  • Legal structure and business-line advisory: We assess market-access conditions and recommend a capital structure and form of presence that is tax-efficient.
  • Full-package licensing: We prepare a compliant dossier and represent the investor before state authorities to obtain the IRC, ERC, and all required specialized business licenses.
  • Lawful registered office: Vina TPT provides a business registration address and a Shared Office solution that is legally qualified and meets the tax authority’s on-site inspection requirements. Refer to Shared Office Vietnam: A Smart Workspace Solution for Startups and FDI Companies to choose the right office model before you file the IRC/ERC dossier. 
  • Post-establishment management system: We deliver a full package covering VAS accounting and bookkeeping, financial statement, tax filing, HR & payroll, Work Permits, and periodic Investment Activity Reports (IAR).

Are you preparing a plan to start business in Vietnam? Contact Vina TPT’s specialist team today for an in-depth advisory roadmap and a complete company setup solution that is legally sound and operationally efficient.

BOOK A FREE CONSULTATION

how-to-start-an-international-business-in-vietnam

What Does a Tax Consultant in Vietnam Actually Do?

what-does-a-tax-consultant-in-vietnam-actually-do

what-does-a-tax-consultant-in-vietnam-actually-do

If you are already doing business in Vietnam and looking for tax advisory support, the harder question is often not whether to hire someone, but which services a tax consultant Vietnam actually offers. Some firms only handle monthly filings. Others also cover VAT refunds, tax health checks, inspection support, and transfer pricing. The scope is not the same, and the right package depends on where your company is in its operating cycle.

This article maps the tax advisory Vietnam services most commonly provided in the market: the routine accounting – tax work that keeps filings on time, the specialized work that protects cash flow and inspection risk, and the point at which an FDI company should bring in a professional partner. The goal is to give you a clear picture of tax compliance Vietnam support before you choose a consultant.

1. What Accounting & Tax Consultant Services Cover Each Month

For FDI companies, the role of a tax consultant Vietnam never stands alone as “someone who just files returns.” It must be tied to the internal accounting system. Periodic tax compliance Vietnam requires absolute accuracy from incoming source documents through to the data submitted on the Tax Authority’s system.

Below are the monthly and quarterly tasks that a professional tax advisory firm performs for FDI companies:

  • Document recording and e-invoice review: Receive all incoming and outgoing invoices and bank documents; review the legality, validity, and reasonableness of e-invoices on the General Department of Taxation portal to prevent risks from invoices issued by absconding or inactive companies.
  • Full identification of tax obligations arising in the period: Accurately assess the taxes the company must pay, including Value-Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT), Foreign Contractor Tax (FCT), and the business license fee.
  • Preparation and on-time filing of tax returns: Build tax computation worksheets, prepare VAT and PIT returns on a monthly or quarterly basis, and file them through the e-tax portal before the statutory deadlines (the 20th of the following month or the last day of the first month of the following quarter), completely eliminating the risk of late-filing penalties.
  • Review of VAT deduction conditions and non-cash payment rules: Strictly check input VAT deduction conditions, especially the mandatory bank-transfer requirement for invoices of VND 5 million or more, and verify valid bank payment evidence.
  • Monitoring and balancing CIT provisional payments: Provisionally calculate actual quarterly profit to determine the CIT amount payable in advance, ensuring that the total provisional CIT paid over four quarters is not lower than 80% of the CIT payable on the annual finalization, thereby avoiding late-payment interest.
  • Monitoring of Foreign Contractor Tax (FCT): Declare and pay FCT promptly whenever outbound payments arise to international suppliers (software royalties, consulting fees, commercial commissions, foreign loan interest, etc.), preventing reassessment risk from omitted transactions.
  • Consolidated reporting for the Board of Directors and Headquarters: Prepare tax-obligation summaries and management reports in English and Vietnamese so that management in Vietnam and the overseas parent company can easily track cash flow and compliance status.

Vina TPT’s professional view: A full-package tax compliance service must deliver three core elements: clean accounting books + accurate tax returns + figures that reconcile between accounting and tax. If any one of these is missing, the tax position will be off even if the company still “files on time.”

2. When You Need Deeper Tax Consultant Support

Monthly filing work only keeps the company on the correct administrative rhythm. The actual operations of FDI companies regularly give rise to complex matters that require in-depth tax advisory Vietnam capability:

  • VAT refund consulting and implementation: For FDI companies with new investment projects or export businesses, the amount of undeducted input VAT is often substantial. A tax consultant Vietnam will review the entire legal dossier, the validity of invoices, export contracts, and bank payment evidence, then file the application and explain it directly to the Tax Authority in order to recover the refund into the company’s account.
  • Tax Health Check: A full review of the accounting books, tax returns, and supporting documents of prior financial years. This work helps the company proactively detect errors, non-deductible expenses, or potential violations before a tax inspection, fundraising, M&A, or share transfer takes place.
  • Inspection dossier preparation and representation before the Tax Authority: When a tax inspection or audit decision is issued, the advisor helps collect documents and prepare detailed explanations of sensitive expense items (entertainment, expatriate costs, foreign-exchange differences, etc.) in order to protect reasonable expenses as far as possible and minimize reassessment risk.
  • Related-party transaction management and Transfer Pricing (TP) documentation: Most FDI companies have transactions with the parent company or other related parties. The tax advisor is responsible for identifying the scope of related-party transactions, preparing the related-party transaction appendix attached to the CIT finalization return, and building the Transfer Pricing documentation set (Local File and Master File) in strict compliance with Decree 132/2020/NĐ-CP.

what-does-a-tax-consultant-in-vietnam-actually-do

3. When Does an FDI Company Need a Tax Consultant?

An FDI company should proactively look for a professional tax advisory partner when it falls into one of the following situations:

  • Newly established FDI company: It does not yet have a dedicated accounting and tax team that fully understands the Vietnamese legal system and needs to set up the initial books and compliance processes correctly.
  • Need for a VAT refund: It wants to shorten the refund timeline and ensure that the input dossier meets the Tax Authority’s inspection standards so that cash can be released sooner.
  • Related-party transactions: It needs advice on preparing Transfer Pricing documentation to the required standard in order to avoid the risk of the Tax Authority imposing prices and assessing additional CIT.
  • Change in capital structure or business model: It needs advice on the tax obligations arising from a capital transfer, asset transfer, or corporate restructuring.
  • Several years of operation without a proper tax finalization review: It is not certain that prior periods were fully compliant and needs a Tax Health Check to address risks proactively before an inspection decision is issued.

Explore Vina TPT’s Tax Consultant Support Services

4. What to Look for When Choosing a Tax Consultant in Vietnam

When selecting a tax compliance Vietnam partner, the Board of Directors should assess the following practical capability criteria:

  • Hands-on experience with FDI clients: A deep understanding of the relationship between VAS and IFRS, a firm grasp of Vietnamese tax regulations, and familiarity with the reporting culture of multinational groups.
  • Valid practicing certificates: Both the firm and its staff must hold the Certificate of Practice in Tax Procedure Services and the Accountant / Chief Accountant certificate as required by law.
  • Multi-level quality control (QC): Accounting data and tax returns must pass through at least two to three review layers (Specialist → Team Leader → Chief Accountant / Tax Director) before official filing.
  • Multilingual communication and reporting: The ability to advise and prepare management reports clearly in English and Vietnamese, enabling Headquarters to monitor compliance with ease.
  • Transparent service contract: A clear scope among monthly filing work, in-depth advisory, inspection support, and Transfer Pricing documentation.
  • Integrated payroll and accounting: Seamless connection between payroll processing and tax filing so that financial data remains consistent and no discrepancies arise at year-end finalization.

5. How Vina TPT Works as a Tax Consultant for FDI Companies

As a specialist advisory firm in finance, accounting, and tax for foreign-invested enterprises in Vietnam, Vina TPT delivers a two-layer tax advisory solution that helps companies optimize costs and control risk comprehensively.

The service areas Vina TPT implements for FDI companies include:

  • Recurring work: Full-package filing of VAT, CIT, PIT, and FCT; review of the legality of incoming documents; bookkeeping under VAS; payroll administration; and provision of a Chief Accountant.
  • Specialized work: Preparation of VAT refund dossiers; Tax Health Checks of prior-year books; preparation of inspection files and direct liaison during a tax inspection; and related-party transaction advisory and documentation.

Is your FDI company looking to review its current tax obligations in full, or do you need a reputable tax advisory partner for the long term? Contact Vina TPT today for a consultation on the most suitable service package – accurate, optimized, and free of unnecessary extra costs.

what-does-a-tax-consultant-in-vietnam-actually-do

BOOK A FREE CONSULTATION

Documents Required (IRC-ERC) for Vietnam Company Registration

documents-required-for-vietnam-company-registration

documents-required-for-vietnam-company-registration

Incomplete dossiers or documents that have not been properly notarized, translated, or consular-legalized are a common reason why Vietnam company registration is delayed or has to be resubmitted. Many foreign investors prepare only part of the paperwork, submit the application, and then receive a request for supplementary documents because the passport, bank statements, or parent company charter do not yet meet Vietnam’s requirements.

To register a foreign-invested company, investors typically need two closely linked dossiers: the application for the Investment Registration Certificate (IRC) and the application for the Enterprise Registration Certificate (ERC). This article separates the checklist for individual investors and corporate investors, helping you prepare the correct documents from the outset.

1. Overview of Vietnam Company Registration Documents

In the Vietnam company registration process, the IRC dossier is used to substantiate the investment project: who the investor is, how much capital will be contributed, where the project will be implemented, and whether the business lines are permitted. The ERC dossier is used to establish the legal entity: the company name, charter capital, legal representative, and registered office address.

Several principles apply to both dossiers:

  • Copies generally need to be notarized.
  • Foreign-language documents require a notarized Vietnamese translation.
  • Many documents issued by a foreign organization must be consular-legalized before they can be used in Vietnam.
  • Information across the entire dossier must be consistent: investor name, passport number, registered capital, and registered office address.

2. Documents Required from Individual Foreign Investors

Individual investors usually have a slimmer dossier than a parent company, but financial capacity evidence and registered office documents still need to be prepared accurately for Vietnam company registration.

Common IRC ERC required documents for individual investors include:

  • A valid passport (notarized copy; consular legalization of an individual passport is not always mandatory and depends on the receiving authority’s requirements)
  • A bank balance confirmation or savings book in the investor’s name to prove financial capacity
  • An investment project proposal covering the objectives, capital, location, implementation schedule, and socio-economic benefits
  • A written request to implement the investment project
  • A lease agreement for the registered office or documents proving the right to use the premises

The bank balance should be commensurate with the registered scale and business lines. If the balance is too low relative to the intended sector, the receiving authority often requests additional explanations.

documents-required-for-vietnam-company-registration

3. Documents Required from Corporate Foreign Investors

When the investor is a foreign organization, the dossier is more extensive because Vietnamese authorities need to verify the legal status of the parent company.

Important note: the foreign investor must be a company. A private enterprise, household business, or any form that is not a corporate legal entity is generally not accepted as an organizational investor.

Typical documents include:

  • Certificate of Incorporation of the parent company
  • The charter or equivalent constitutional documents
  • A list of members/the Board of Directors and the person authorized to sign the dossier
  • Financial statements for the last two years, preferably audited
  • A financial commitment letter from the parent company or a credit institution (if required)
  • Passport of the person authorized to sign the dossier
  • A lease agreement for the premises in Vietnam

For Vietnam company registration, most documents issued abroad must be consular-legalized and accompanied by a notarized Vietnamese translation. Missing the legalization step is one of the most common reasons why corporate dossiers are delayed.

4. Additional Documents Often Requested During Vietnam Company Registration

Even when the main dossier is already fairly complete, the licensing authority may still request additional documents.

Documents commonly required as supplements include:

  • A technology explanation, if the project is subject to technology appraisal
  • Documents related to conditional business lines
  • A power of attorney authorizing a consulting firm to submit the dossier
  • Information on the person in charge of accounting or the Chief Accountant

The registration authority typically requests further explanations when the registered capital is low relative to the business lines, the registered office address is unclear, or the lease agreement does not yet qualify as a business registration address. Preparing these points in advance can make the Vietnam company registration process smoother and reduce the number of times the dossier has to be supplemented.

Explore Vina TPT’s FDI Company Registration Services

5. Common Document Mistakes That Delay Registration

In practice, the Vietnam company registration process often faces administrative obstacles that stem from avoidable mistakes in document preparation. Below is a detailed analysis of the most common errors that cause a dossier to be rejected or returned for repeated revisions:

  • Missing consular legalization or following the wrong process: Many investors only have documents notarized in their home country and overlook the certification stamp of the Vietnamese Embassy or Consulate. In some cases, legalization is completed by the wrong competent authority, rendering the documents legally invalid in Vietnam.
  • Notarized translations that do not match the original: Inconsistent translation of technical terms, company proper names, or omitted clauses in the parent company’s charter will be identified by the reviewing officer and result in the dossier being returned.
  • Expired bank statements or financial confirmations: Bank balance confirmations or savings books typically remain valid for only 30 to 90 days from the date of issue. Submitting an expired statement leads the registration authority to question the investor’s current financial capacity.
  • A leased registered office that does not qualify for business use: Renting a residential apartment, a condotel unit, or signing a lease for a building that has not been completed or does not have a commercial office function. Once the authority verifies the address, the dossier will be immediately suspended.
  • Inconsistent information across documents: Even a single-character discrepancy in the investor’s name, overseas registered address, passport number, or capital contribution ratio among the lease agreement, charter, investment project proposal, and financial confirmation documents.

6. How Vina TPT Helps Prepare Vietnam Company Registration Documents

Preparing a foreign-invested company registration dossier on your own requires a deep understanding of the Law on Investment, the Law on Enterprises, and the consular legalization rules. Vina TPT provides a full-package consulting and dossier completion solution that helps investors save both time and cost:

  • Personalized review and checklist: We analyze the project scale and investor structure (individual or organization) to build a document list that is 100% accurate, avoiding both missing and unnecessary paperwork.
  • Consular legalization guidance and professional translation: We provide detailed guidance on the legalization process in each home country and prepare notarized Vietnamese translations that accurately reflect legal and economic terminology.
  • Drafting of the Investment Project Proposal and the IRC–ERC dossier: We prepare an optimized Investment Project Proposal on the investor’s behalf, with a clear justification of economic efficiency, labor utilization, and the capital disbursement schedule.
  • Dossier submission and liaison with state authorities: We submit the application to the Department of Finance or the Industrial Park Management Board, closely monitor the processing timeline, and proactively handle any issues that arise.
  • Legal registered office solution: We support the lease of a business registration address (Shared Office) with a complete set of legal documents that fully meets the authority’s premises inspection requirements.
  • Post-establishment compliance support: We assist with opening a Direct Investment Capital Account (DICA), completing initial tax registration, and preparing periodic investment reports so the company can operate smoothly immediately after licensing.

If you are preparing for Vietnam company registration and want to minimize the risk of a returned dossier or repeated resubmissions, contact Vina TPT today to receive a standardized document checklist and a free legal consultation before filing.

BOOK A FREE CONSULTATION

documents-required-for-vietnam-company-registration