Accounting & Tax, Lasted News

How Finance and Accounting Outsourcing Helps Small Businesses in Vietnam scale efficiently

Posted on by VINA TPT
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During the process of establishing and operating a business, one of the most critical factors determining the stability of a small business in Vietnam is its ability to manage finances and cash flow. Ineffective cost control, errors in tax declarations, or a lack of financial direction can not only lead to losses but also slow down business growth.

However, not every business has sufficient resources to build a complete in-house finance and accounting team from the beginning. This is why finance and accounting outsourcing has become a preferred solution for many small businesses, helping optimize costs, ensure compliance, and more importantly, free up internal resources to focus on growth.

how-finance-and-accounting-outsourcing-helps-small-businesses-in-vietnam-grow-faster

1. Why finance and accounting outsourcing helps small businesses optimize resources and scale efficiently

To operate effectively, a small business typically requires multiple specialized roles such as tax accountants, accounts payable/receivable staff, or internal auditors. However, building a full finance function is not only costly but also requires time for management, training, and supervision.

For newly established businesses, this represents a significant investment with no guaranteed efficiency, especially when risks of tax declaration errors still exist if the team lacks experience.

In this context, many businesses turn to finance and accounting outsourcing as an effective alternative, with the following key benefits:

Access to experienced professionals

Businesses can work with accounting, tax, and finance experts who have practical experience, helping ensure compliance and reduce operational errors.

In practice, some providers (such as Vina TPT) even offer clear commitments regarding responsibility in case of tax-related errors. Therefore, businesses should prioritize partners with transparent commitments to protect their long-term interests.

Reduced risks and errors

Professional providers of accounting outsourcing services in Vietnam typically implement multi-layer control processes, continuously update legal regulations, and establish mechanisms to minimize accounting and tax risks.

However, since businesses must share internal financial data with third parties, choosing a provider with clear data security policies is especially important.

Flexibility across different growth stages

Outsourcing services can be adjusted based on business needs:

  • Increased support during peak periods (tax season, audits)
  • Cost optimization during slower business periods
  • Additional expertise when scaling operations

Overall, these benefits significantly reduce the time and resources spent on finance and accounting tasks, allowing businesses to focus on core activities such as product development, market expansion, and revenue growth.

In other words, finance and accounting outsourcing not only ensures stable operations but also acts as a growth accelerator for small businesses.

2. How accounting outsourcing services work

2.1. Finance and accounting outsourcing models for different business stages

Depending on business size and operational needs, companies can choose different finance and accounting outsourcing models. Selecting the right model helps optimize costs while ensuring effective financial management at each stage of growth.

Model

 Scope of Work

Suitable For
Transactional Outsourcing – Data entry and accounting transaction recording

– Invoice processing and payments

– Bank and expense reconciliation

 Businesses with high transaction volumes seeking operational efficiency
Full-Service Accounting – Bookkeeping and monthly financial reporting

– Management reports and cash flow monitoring

– Compliance advisory under VAS

 Small businesses without an in-house accounting team
Controller Services – Internal process setup and controls

– Data review and audit preparation

– Supervision of accounting operations

 Growing businesses requiring stronger financial control
Fractional CFO – Financial planning and cash flow forecasting

– Fundraising and M&A advisory

– KPI development and investor reporting

 Businesses needing long-term financial direction
End-to-end Service (Vina TPT) – Monthly accounting (bookkeeping, financial statements, management reports)

– Tax declaration & finalization (VAT, CIT, PIT)

– Annual financial statements and audit support

– Compliance advisory and tax updates

 Businesses looking to fully outsource accounting and tax while ensuring compliance

2.2. Workflow between businesses and service providers

To ensure transparency and efficiency, professional accounting outsourcing services in Vietnam typically follow a structured workflow:

Step 1: Information and document collection
The service provider collects business information, including accounting documents, previous reports, and specific requirements.

Step 2: Service agreement signing
Both parties agree on the scope of work, timeline, fees, and responsibilities.

Step 3: Execution and reporting
The provider performs bookkeeping, prepares financial and tax reports, and submits them for business review and approval.

Step 4: Record retention and ongoing support
Documents are stored in compliance with regulations, and the business receives support for explanations or additional information when needed.

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3. Four criteria for choosing a reliable service provider

Selecting an accounting outsourcing provider not only affects costs but also determines the level of compliance and financial risk of a business. Below are four important criteria to consider:

Experience and track record

Businesses should prioritize providers with many years of experience in accounting and tax services, especially those who have worked with companies in similar industries or business models. Practical experience enables faster problem-solving and reduces the likelihood of errors.

Team expertise

The accounting team should have strong professional knowledge, a solid understanding of legal regulations, and hands-on experience in handling real cases. For businesses with foreign elements, the ability to work in English or Japanese is a significant advantage.

Service quality and reputation

Service quality can be evaluated through client feedback, partner portfolios, or professional certifications. In addition, businesses should review the provider’s working process, level of transparency, and ability to provide support when issues arise.

Cost and pricing structure

The cost of accounting outsourcing services in Vietnam typically depends on transaction volume and business complexity.

For small business in Vietnam with limited transactions, basic accounting and tax services usually start from around VND 3 million per month for bookkeeping and periodic tax filings.

For businesses with more complex operations, such as inventory management, payroll, or advanced management reporting requirements, pricing is often customized based on the actual scope of work.

Therefore, businesses should choose a service provider with pricing that matches their needs, while ensuring that the scope of work, responsibilities, and commitments are clearly defined in the contract. Choosing the right finance and accounting outsourcing partner not only helps control costs but also ensures compliance and builds a stable financial foundation for long-term growth.

4. Finance and accounting outsourcing services at Vina TPT

Unlike many providers that focus solely on document processing and periodic reporting, Vina TPT aims to help businesses proactively manage financial control and compliance throughout their operations.

One of the key differentiators is the provision of monthly financial reports in three languages (English – Vietnamese – Japanese). This allows business owners and foreign investors to monitor their financial performance on an ongoing basis, rather than waiting until year-end.

In addition, Vina TPT places strong emphasis on responsiveness and client support. All client inquiries are handled within 24-48 hours, ensuring that businesses receive timely guidance when issues arise, particularly in areas related to tax compliance and accounting treatment. This level of responsiveness helps create a sense of reliability and continuity in day-to-day operations.

Furthermore, each client at Vina TPT is supported by a 3-level team structure (Assistant – Senior – Manager) rather than a single point of contact. All financial data and reports undergo three layers of independent review, ensuring accuracy, regulatory compliance, and minimizing potential risks. This structured approach is particularly important for businesses that require a high level of reliability in financial reporting and tax compliance.

how-finance-and-accounting-outsourcing-helps-small-businesses-in-vietnam-grow-faster

If you are looking for a reliable partner to manage your accounting and tax compliance in Vietnam, Vina TPT is ready to support. Contact Vina TPT today to receive tailored advice for your business model and ensure full compliance from day one.

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Accounting & Tax, Lasted News

Tax Tips for Small Businesses in Vietnam to Avoid Mistakes

Posted on by VINA TPT
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Tax-Tips-Small-business-in-Vietnam

After completing the business establishment procedures, most companies begin to pay closer attention to tax policies in Vietnam. In practice, many businesses choose to use third-party services (such as outsourcing accounting services or other accounting & financial services) to handle tax and accounting matters. However, proactively understanding the basic regulations is still essential to minimize potential risks and help businesses work more effectively with service providers.

This article summarizes three important types of taxes that small business need to pay attention to from the early stages of establishment and operation in Vietnam. At the same time, practical tax tips are also shared to help businesses declare and pay taxes in compliance with regulations, avoiding common mistakes such as late submissions, missing documentation, or unnecessary costs.

1. Tax tips for three important taxes that small business must comply with

Any business established in Vietnam is required to fulfill multiple tax obligations. Proper and comprehensive understanding of these obligations is the foundation for applying effective tax tips, as well as coordinating well with accounting & financial services during business operations.

The three important taxes that businesses need to pay special attention to include: Value Added Tax (VAT), Corporate Income Tax (CIT), and Personal Income Tax (PIT) applied to employees. Fully understanding the obligations related to these taxes is a fundamental factor for effective tax management.

Tax-Tips-Small-business-in-Vietnam

1.1. Tax tips for VAT: Filing regulations and key considerations

Value Added Tax (VAT) is one of the most frequently incurred tax obligations for businesses, especially in trading and import-export activities. The VAT filing frequency depends on the revenue of the previous year:

  • Revenue above VND 50 billion: monthly filing
  • Revenue of VND 50 billion or less: quarterly filing is allowed

For newly established businesses, quarterly filing is commonly applied in the initial stage. Determining the correct filing cycle helps businesses minimize errors and avoid compliance risks.

Key tax tips for VAT

Tip 1: Meet conditions for input VAT credit
According to Decree 181/2025/ND-CP, to be eligible for input VAT credit, businesses must:

  • Have valid VAT invoices or corresponding tax payment documents
  • For transactions from VND 5 million or more (including VAT): non-cash payment is mandatory

Tip 2: Choose the correct filing cycle

  • Revenue > VND 50 billion: monthly filing or revenue ≤ VND 50 billion: quarterly filing is allowed
  • Monthly VAT Declaration: Businesses filing monthly must submit their VAT declaration and payment no later than the 20th day of the following month. VAT for January must be declared and paid by February 20. If the 20th falls on a weekend or public holiday, the deadline is automatically extended to the next working day.
  • Quarterly VAT Declaration: Businesses eligible for quarterly filing must submit their VAT declaration and payment no later than the last day of the first month of the following quarter. Example: VAT for Q1 (January-March) must be declared and paid by April 30. If the deadline falls on a weekend or public holiday, it shifts to the next working day.

In addition, businesses should note that VAT declaration is a mandatory obligation. If not performed or if declared under the wrong cycle, the business may be subject to administrative penalties.

Tip 3: Prepare complete and consistent VAT documentation

Whether applying the credit method or the direct method, retaining both input and output documentation is mandatory. These documents typically include VAT invoices, contracts, payment records, and other relevant supporting materials to substantiate the legitimacy of declared revenue and expenses.

In addition, businesses must ensure consistency between declared VAT figures, taxes paid, and accounting records. Any discrepancies or missing valid documentation may result in tax reassessments, administrative penalties, or prolonged reviews with tax authorities.

In practice, establishing a proper document management and internal control system from the outset helps minimize errors and significantly reduces the burden during periodic tax inspections and audits.

1.2. Tax tips for CIT: Tax payment and finalization

Corporate Income Tax (CIT) is calculated based on the company’s profit. For businesses, CIT obligations include not only annual finalization but also interim and periodic reporting.

Key tax tips for CIT

Tip 1: Pay provisional CIT on time
Businesses must make quarterly provisional CIT payments no later than the 30th day of the first month of the following quarter (for example: April 30 for Q1).

An important point to note is the 80% rule: by the end of the third quarter, the total provisional CIT paid must reach at least 80% of the total CIT payable for the entire year. If underpaid, the business may be subject to late payment interest. Therefore, businesses should regularly review their business performance and adjust provisional tax payments accordingly.

Tip 2: Complete CIT finalization on time
After the end of the fiscal year, businesses must finalize CIT using Form 03/TNDN under Circular 80/2021/TT-BTC. The submission deadline is the last day of the third month after the fiscal year ends (usually March 31).

Tax finalization is an important step to reconcile accounting profit and taxable income, and to determine the additional tax payable or refundable amount. Late or inaccurate submission may result in penalties and tax audits.

Tip 3: Prepare complete CIT finalization documentation
Businesses must prepare full documentation to support declared figures, including:

  • CIT finalization return (Form 03/TNDN)
  • Annual audited financial statements prepared in accordance with Vietnamese Accounting Standards, submitted within 90 days from the fiscal year-end
  • Documents related to tax incentives and loss carry-forward (if any)
  • Transfer pricing documentation for enterprises with related-party transactions

In addition, businesses should retain provisional tax payment records and authorization letters (if any) for inspection purposes.

Complete and consistent documentation helps businesses minimize the risk of tax reassessment or requests for explanation from tax authorities.

Tax-Tips-Small-business-in-Vietnam

1.3. Tax tips for Personal Income Tax (PIT): Withholding and employer obligations

Definition: A business operating in Vietnam is responsible for withholding, declaring, and paying Personal Income Tax (PIT) on salaries, wages, and other taxable income of its employees.

Tip 1: Withhold at the right time and ensure full compliance with filing and finalization obligations
Businesses must withhold Personal Income Tax (PIT) before paying income to employees. This means that at the time of salary, bonuses, or other payments, companies must accurately determine taxable income and the corresponding tax amount to be withheld, rather than making adjustments afterward.

After withholding, businesses are required to declare and pay PIT based on the applicable filing cycle:

  • Monthly filing: no later than the 20th day of the following month
  • Quarterly filing: no later than the last day of the first month of the following quarter

In addition to periodic filings, businesses must also conduct annual personal income tax finalization under the company’s tax code for all income paid to employees (including cases where employees authorize the company to finalize on their behalf).

Failure to withhold, declare, or pay taxes on time may result in tax reassessment, late payment interest, and administrative penalties in accordance with regulations.

Tip 2: Issue PIT withholding certificates in compliance with regulations
Businesses are responsible for issuing PIT withholding certificates to employees upon request, especially when individuals conduct their own tax finalization.

According to regulations, these certificates serve as the basis for employees to:

  • Finalize taxes directly with tax authorities
  • Prove the amount of tax already paid
  • Claim a tax refund (if applicable)

If the company has completed tax finalization on behalf of authorized employees, it is not required to issue withholding certificates for that portion of income. However, for income outside the authorized scope, the company must still provide certificates upon request.

Failure to issue or issuing incorrect withholding certificates may directly affect employees’ rights and create compliance risks for the business.

Tip 3: Stay updated with changes in PIT regulations
Personal Income Tax (PIT) policies in Vietnam are frequently updated.

For example, on December 10, 2025, the National Assembly passed a revised PIT Law (effective from 2026), introducing significant changes to progressive tax rates, personal deductions, and taxable income scope. Specifically:

  • The personal deduction has increased to VND 15.5 million/month (equivalent to VND 186 million/year), compared to VND 11 million/month previously
  • The dependent deduction has been adjusted to VND 6.2 million/month per dependent

Therefore, businesses must promptly update these changes in their payroll systems and review how taxable income and withholding amounts are calculated. Delays in updating may lead to incorrect withholding, resulting in additional tax payable or tax refunds during annual finalization.

>>> For more details: 

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  1. Tax tips for filing taxes via the electronic system in Vietnam

Currently, all businesses in Vietnam submit tax declarations and payments through the tax authority’s electronic portal. This system helps save time, reduce paperwork, and improve transparency in tax compliance.

When filing and paying taxes electronically, businesses should pay attention to the following:

  • Use the correct e-tax portal and retain electronic receipts after submission as proof of filing time
  • Ensure the digital signature is valid and properly registered under the legal representative or authorized person
  • Carefully review tax data, indicators, and appendices before submission, even though the system includes automatic error checks
  • Proactively complete electronic tax payments and monitor payment status to ensure obligations are fulfilled on time
  • Track the processing status using transaction codes and store records for internal audits or explanations when required

Tax-Tips-Small-business-in-Vietnam

3. How Vina TPT supports small business tax compliance (practical tax tips)

In practice, many small businesses fail to fully comply with mandatory tax obligations due to common mistakes such as selecting the wrong filing cycle, submitting tax returns late, lacking valid supporting documents, or not keeping up with updated tax regulations. These issues often stem from a limited understanding of Vietnam’s legal framework, leading to administrative penalties, tax reassessments, and in more serious cases, suspension of the tax code. As a result, businesses may be unable to issue invoices, face operational disruptions, and incur additional time and costs to restore their active status.

Therefore, businesses need more than just a service provider for tax filing, they need a partner capable of managing risks, ensuring ongoing compliance, and supporting issue resolution throughout operations.

With extensive experience of more than 20 years supporting small enterprises in Vietnam, Vina TPT has developed a structured workflow covering initial consultation, document collection, report preparation and review, submission, and post-filing support. This approach enables businesses not only to meet tax obligations on time but also to proactively manage risks, minimize errors, and maintain stable operations.

Tax-Tips-Small-business-in-Vietnam

If your business is in the setup phase or facing challenges with tax compliance in Vietnam, working with an experienced consulting firm can help reduce risks and optimize operations from the outset. Contact Vina TPT for tailored solutions aligned with your business model.

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Company Formation, Lasted News

A Complete Guide for Japanese Investors Setting Up a Business in Vietnam

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According to the Ministry of Finance, in the first eight months of 2025, newly registered FDI capital from Japan to Vietnam reached USD 877.9 million, accounting for about 8% of total registered investment capital. In addition, a survey by the Japan Bank for International Cooperation (JBIC) ranks Vietnam second among the most attractive overseas investment destinations for Japanese enterprises.

So when considering setting up a business in Vietnam, what types of enterprises can Japanese investors choose? What is the company establishment process, and what legal issues should investors pay attention to? This article outlines common company structures, the company establishment process, and key considerations for Japanese investors investing in Vietnam.

a-complete-guide-for-japanese-investors-setting-up-a-business-in-vietnam

1. Why Vietnam is an attractive destination for Japanese investors

Vietnam is becoming an increasingly attractive investment destination for many Japanese companies due to several advantages:

  • Stable Vietnam – Japan relations: The two countries maintain a Comprehensive Strategic Partnership, creating a stable foundation for long-term cooperation and a reliable investment environment for Japanese enterprises considering setting up a business in Vietnam.
  • Competitive production costs and investment incentives: Vietnam has a young workforce, competitive production costs, and various tax incentive policies designed to attract foreign investment.
  • Strategic location in the regional supply chain: Located in the center of Southeast Asia and participating in major free trade agreements such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the Regional Comprehensive Economic Partnership (RCEP), Vietnam provides favorable conditions for Japanese companies to expand manufacturing and export activities to many markets in the region.
  • A rapidly growing domestic market: With a population of over 100 million people and a growing middle class, Vietnam represents a promising consumer market for many Japanese companies considering setting up a business in Vietnam.

So what company types for foreign investors in Vietnam are available for Japanese investors?

2. Các loại hình thành lập doanh nghiệp phổ biến tại Việt Nam cho nhà đầu tư Nhật

According to Article 21 of the Investment Law 2020, Japanese investors may establish four main types of business entities when setting up a business in Vietnam, including:

  • Single-member limited liability company (100% foreign-owned): This is a company owned by a single individual or organization. In foreign investment cases, the owner is typically a foreign investor or a foreign company.
  • Multi-member limited liability company: This is one of the most common company types for foreign investors in Vietnam, allowing 2 to 50 capital contributors. Foreign investors may participate with ownership ratios permitted under the relevant business sector regulations.
  • Joint-stock company: This type of enterprise has at least three shareholders and is allowed to issue shares to raise capital from investors.
  • Representative office: A representative office does not conduct business activities like a company. It mainly performs functions such as market research, trade promotion, and liaison support with local partners.

Below is a comparison of the key characteristics, advantages, and disadvantages of each structure available when setting up a business in Vietnam.

Criteria

 Single-member LLC Multi-member LLC Joint-stock company

Representative office
Suitable for Investors wanting 100% ownership and full control Joint ventures or cooperative projects Large companies requiring capital mobilization Foreign companies exploring the market
Members/shareholders 1 individual or organization 2–50 members Minimum 3 shareholders, unlimited maximum Not applicable
Legal entity status Yes Yes Yes Not an independent legal entity
Organizational structure Members’ Council, Director/General Director Members’ Council, Chairman, Director/General Director, Supervisory Board (if required) General Meeting of Shareholders, Board of Directors, Director/General Director, Supervisory Board or Internal Audit Chief Representative
Capital mobilization Limited, mainly from owner Capital contribution from members High, can issue shares No capital mobilization function
Share issuance rights No No Yes No
Advantages Simple structure, full decision-making authority Risk and capital shared among members High fundraising ability, possibility of stock exchange listing Simple establishment procedure, suitable for market research
Disadvantages Difficult to raise external capital Member limit (max 50) More complex governance structure Not allowed to conduct business activities

In general, choosing the right company types for foreign investors in Vietnam directly affects the company’s operational strategy and governance structure after setting up a business in Vietnam. The choice will largely depend on the investor’s objectives and business strategy.

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3. Step-by-step process for setting up a business in Vietnam

Step 1: Prepare the investment dossier

This is the critical first step in the process of setting up business in Vietnam. The dossier must be prepared in accordance with the Investment Law 2025.

  • Written request for implementation of the investment project
  • Documents proving the investor’s legal status:
    • For individuals: Citizen ID/Passport (copy)
    • For organizations: Certificate of incorporation or equivalent legal document (copy)
  • Investment project proposal (including investor information, objectives, investment capital, scale, capital mobilization plan, location, schedule, and socio-economic efficiency assessment)
  • Documents proving financial capacity:
    • Individuals: savings book, bank balance confirmation
    • Organizations: financial statements for the last two years, financial commitment from the parent company or a financial institution
  • Head office lease agreement or documents proving the right to use the project location
  • Technology explanation (for projects subject to technology appraisal)
  • BCC business cooperation contract (if investing under this form)

The dossier is submitted to the Department of Finance in the province/city where the project’s head office is located.

Step 2: Submit the application for the Investment Registration Certificate (IRC)

Obtaining the Investment Registration Certificate is also a key step in business registration in Vietnam for Japanese investors, as this certificate officially approves and confirms the company’s investment project.

Required documents include:

  • Application form and a detailed project proposal (objectives, scale, investment capital, location, and timeline)
  • Proof of financial capability (bank statements, audited financial reports, or credit agreements)
  • Legal documents: notarized passport (individual) or business registration certificate (organization), both legalized
  • Proof of location (lease agreement or land use rights)
  • Power of attorney (if using a third-party service)

Foreign documents must be consular legalized and officially translated into Vietnamese. The processing time for an IRC application is typically 5-6 weeks , depending on the nature of the project and the review requirements of the investment registration authority. It is recommended to work with a professional service provider such as Vina TPT to avoid delays.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

After the IRC is issued, the next step in setting up business in Vietnam is obtaining the ERC to establish the company’s legal entity status. Typically, the ERC is issued within 7-14 days from the submission date.

Step 4: Open a corporate bank account and inject charter capital

Foreign investors who open new company in Vietnam are required to:

  • Open a dedicated investment capital account at a licensed bank in Vietnam
  • Contribute the full charter capital within 90 days from the ERC issuance date to avoid penalties and maintain credibility for future licenses

Step 5: Complete tax registration and post-licensing procedures

Before officially commencing operations, the enterprise must:

  • Register for a tax code and purchase a digital signature
  • Apply for e-invoice issuance/registration
  • Register labor and enroll employees in social insurance

Tax and labor obligations are the final steps in doing business in Vietnam before official operations begin.

Step 6: Apply for sector-specific licenses (if applicable)

Conditional business sectors may require additional sub-licenses such as business licenses, import-export licenses, or environmental permits.

By following these steps and staying updated on regulations, foreign investors can successfully establish operations in Vietnam.

4. Common challenges for Japanese investors when setting up a business in Vietnam

Although Vietnam is an attractive investment destination, the process of setting up a business in Vietnam may present several challenges for foreign investors, especially those entering the market for the first time.

  • Differences in legal systems: Vietnam’s legal system and licensing procedures differ significantly from Japan’s. For example, companies must obtain an Investment Registration Certificate (IRC) before applying for an Enterprise Registration Certificate (ERC). Some sectors also require additional sub-licenses, which can make the licensing process more complex.
  • Language and business culture barriers: Most legal documents and administrative procedures related to setting up a business in Vietnam are conducted in Vietnamese, including contracts, registration documents, and tax filings. Even with interpreters, reviewing legal documents in detail can still be challenging.
  • Administrative procedures involving multiple authorities: Administrative procedures in Vietnam often involve several regulatory bodies. For example: Representative offices must register with the Department of Industry and Trade and Branches of foreign traders may need to register with the Ministry of Industry and Trade. Incorrectly identifying the competent authority may delay the licensing process.
  • Tax and accounting compliance: After setting up a business in Vietnam, investors must comply with various tax obligations such as: Value Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT)…These regulations are regularly updated. For instance, the personal income tax policy was updated at the end of 2025 and is expected to take effect from July 1, 2026. Without proper expertise, businesses may face compliance risks and unnecessary financial costs.

For this reason, many foreign investors choose to work with professional consulting firms to support the entire process from company establishment to legal compliance and operational management.

5. Support solutions for Japanese investors setting up a business in Vietnam

With over 20 years of experience in consulting and setting up a business in Vietnam, Vina TPT has supported numerous foreign investors in establishing and operating their businesses in Vietnam.

Notably, more than 80% of Vina TPT’s clients are Japanese companies, giving our team extensive practical experience in setting up a business in Vietnam and handling business registration in Vietnam for Japanese investors.

Our specialists can communicate and work directly in Japanese, helping ensure that communication and document processing are carried out quickly and accurately. In addition to company establishment services, Vina TPT also provides accounting and tax consulting services after incorporation, helping businesses maintain full compliance with Vietnamese regulations. In particular, monthly financial reports are provided in three languages (Japanese, English, and Vietnamese) allowing investors to easily monitor business performance.

Furthermore, Vina TPT also supports all related procedures for foreign investors and experts, including visa, work permits, and Temporary Residence Cards (TRC). As a result, investors do not need to work with multiple service providers while still being able to operate their business in Vietnam smoothly and efficiently.

If you are planning setting up a business in Vietnam, contact Vina TPT today for professional consultation and step-by-step support, from investment licensing to post-establishment compliance.

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Company Formation, Lasted News

Vietnam LLC Registration Requirements: A Complete Guide for Investor

Posted on by VINA TPT
Vietnam LLC Registration Requirements: A Complete Guide for Investor

A limited liability company (LLC) is one of the most common business structures chosen by foreign investors when investing in Vietnam. This type of company allows the owner to be liable only within the scope of the contributed capital, has a relatively simple governance structure, and offers flexibility in choosing either 100% foreign ownership or cooperation with other partners.

So, how is the process of establishing an LLC in Vietnam carried out, and what should investors pay attention to during the company registration process? The article below provides detailed guidance on Vietnam LLC registration requirements as well as the necessary procedures.

Vietnam LLC Registration Requirements: A Complete Guide for Investor

1. Classification of LLCs: Which type is suitable for your business?

Before reviewing the Vietnam LLC registration requirements, investors need to determine which business structure best fits their business plan. In Vietnam, a limited liability company has two main forms: a single-member LLC and a multi-member LLC.

The table below compares the key features of these two LLC types, helping investors choose the model that best suits their business plan and satisfies the Vietnam LLC registration requirements.

Criteria Single-member LLC Multi-member LLC
Number of members 1 individual or organization From 2 to 50 members
Organizational structure Relatively simple, including: Owner, Company President, and Director/General Director More complex, including: Members’ Council, Chairman of the Members’ Council, and Director. If the company has more than 11 members, a Supervisory Board is mandatory to ensure transparency
Capital mobilization Limited, 100% from the owner More flexible, from multiple members in the Members’ Council
Suitable for Investors who want to own 100% of the capital Joint ventures or multiple investors

If an investor wants full ownership and direct control over decision-making, a single-member LLC is often the more suitable choice.

Single-member LLC offers flexibility and full control, making it suitable for individuals who want to independently manage their business.

Meanwhile, a multi-member LLC is an ideal option for partnerships, allowing investors to mobilize capital and share risks, thereby creating a stronger foundation for larger-scale growth.

2. Vietnam LLC registration requirements

To establish an LLC in Vietnam, you need to clearly understand the Vietnam LLC registration requirements and the relevant legal regulations.

2.1. Company name

Company name is one of the important requirements when registering a business in Vietnam. According to the Law on Enterprises, the name of a limited liability company must include two components:

  • Business type: “Limited Liability Company” or “LLC” (for a single-member company, it may be written as “Single-member Limited Liability Company”).
  • Company’s proper name: Written using letters in the Vietnamese alphabet, and it may include the letters F, J, Z, W, numbers, and symbols.

For example: Harvion LLC.

When naming a company, investors should note the following regulations:

  • The company name must not be identical or confusingly similar to an existing registered business name nationwide.
  • Names of state agencies, political organizations, or armed forces units cannot be used unless permitted.
  • Words or symbols that violate historical traditions, culture, ethics, or social norms are not allowed.
  • A foreign-language name or abbreviated name must be translated from the Vietnamese name and must not duplicate another company’s name.
  • Registered trademarks or protected trade names cannot be used as part of the company name without the owner’s consent.

In addition, before submitting a business registration application, investors should check the company name in advance on the National Business Registration Database to ensure that the proposed name is not duplicated or confusingly similar.

>>> Reference: How to check company name availability in Vietnam before registration

2.2. Head office address

One of the Vietnam LLC registration requirements is that the company must have a clear and lawful head office address, for example: 325 Hung Vuong, Dong Ha Ward, Quang Tri Province.

Under the Housing Law 2023, enterprises are not allowed to register their head office in apartment buildings used for residential purposes or collective housing.

The head office is where the company places its office, displays its signboard, and conducts business transactions.

If the company has not yet found a suitable location, using a virtual office provided by Vina TPT is also a common solution at the initial stage, as long as the address meets the legal conditions for enterprise registration:

  • The virtual office address must not be located in a residential apartment or an area prohibited for business registration
  • It must be capable of receiving mail and official correspondence from state authorities
  • The lessor must have sufficient documents proving the lawful right to lease the premises

2.3. Charter capital

Charter capital is the amount of capital that you commit to contribute for operating the company. For FDI enterprises, although the law does not impose a general minimum charter capital, in practice the charter capital should be appropriate to the project scale and the investor’s financial capacity in order to satisfy the Vietnam LLC requirements.

Although there is no general minimum charter capital requirement, in practice the expected capital level often varies by industry. Typical reference ranges include:

  • Trading and distribution sector: Charter capital is often around USD 10,000 – USD 50,000, with USD 10,000 commonly considered the minimum reference level.
  • Fintech sector: Certain financial technology models may require charter capital of approximately USD 2 million, depending on the specific service model and licensing requirements.
  • Commercial banking: The minimum charter capital is typically around USD 120 million.
  • Real estate sector: Vietnamese law does not set a fixed charter capital requirement; however, it requires a minimum equity ratio of 20% for projects under 20 hectares and 15% for projects of 20 hectares or more, ensuring that investors have sufficient financial capacity to implement the project.

Therefore, when determining charter capital, investors should choose an amount that aligns with the business scale, investment plan, and financial capacity, while also ensuring compliance with the legal requirements of the intended business sector.

2.4. Business lines

Selecting the appropriate business lines is also part of the Vietnam LLC registration requirements. Enterprises may register business lines that are not included in the list of prohibited sectors under Vietnamese law.

However, certain conditional sectors such as education, healthcare, and real estate may require statutory capital, sector-specific licenses, or practicing certificates.

When establishing a company in Vietnam, investors can proactively look up business line codes and the corresponding scope of activities on the Business Line Code Lookup portal to minimize the risk of adjustments or additions during the appraisal process.

For FDI enterprises, some sectors require a specific foreign ownership ratio or other special conditions under the Investment Law. Please contact Vina TPT for detailed advice on the most suitable business lines.

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2.5. Legal representative

The legal representative must satisfy the Vietnam LLC registration requirements, specifically:

  • Be at least 18 years old
  • Have full legal capacity
  • Not necessarily be a capital-contributing member

The legal representative may be either Vietnamese or foreign, so FDI enterprises can be assured on this point.

In addition, under the Enterprise Law 2025, it is necessary to review the legal status of both the legal representative and the capital-contributing investors. Certain individuals, such as civil servants and public employees, may be restricted from or prohibited from establishing, contributing capital to, or managing an enterprise under current regulations.

3. Steps to register LLC in Vietnam for foreign investors

Step 1: Prepare the investment dossier

This is an important first stage in the steps to register LLC in Vietnam. The dossier must satisfy the Vietnam LLC registration requirements under the Investment Law 2025.

The dossier includes:

  • A written request for implementation of the investment project
  • Documents proving the investor’s legal status:
    • For individuals: ID card/Passport (copy)
    • For organizations: Certificate of Incorporation or equivalent legal document (copy)
  • Investment project proposal (including investor information, project objectives, investment capital, scale, capital mobilization plan, location, timeline, and socio-economic efficiency assessment)
  • Documents proving financial capacity:
    • For individuals: savings book, bank balance confirmation
    • For organizations: financial statements for the most recent 2 years, financial commitment from the parent company or a financial institution
  • Head office lease agreement or documents proving the right to use the project location
  • Technology explanation (for projects subject to technology appraisal)
  • BCC contract, if the investment is made in the form of a business cooperation contract

The dossier is submitted to the Department of Finance in the province or city where the project’s head office is located.

Step 2: Apply for the Investment Registration Certificate (IRC)

This is an important step in the Steps to register LLC in Vietnam for foreign investors. The IRC approves the investor’s project and specifies the charter capital, scale, location, and business scope. Without the IRC, the investor cannot proceed with company registration.

Required documents include:

  • Application form and detailed project proposal (objectives, scale, investment capital, location, and timeline)
  • Proof of financial capacity (bank statements, audited financial statements, or credit agreements)
  • Legal documents: notarized passport (for individuals) or business registration certificate (for organizations), both duly legalized
  • Proof of project location (lease agreement or land use rights)
  • Power of attorney (if using third-party services)

All foreign-issued documents must be consular legalized and officially translated into Vietnamese.

Normally, from submission to issuance, the IRC process takes around 5-6 weeks. To avoid delays and optimize processing time, investors should cooperate with a professional company formation service provider such as Vina TPT, where experienced specialists can provide support throughout the process.

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Step 3: Obtain the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the company continues with the Steps to register LLC in Vietnam by applying for the ERC in order to complete the Vietnam LLC registration requirements.

Normally, the ERC is issued within 7-14 days from the date of submission.

Step 4: Open a corporate bank account and contribute charter capital

Foreign investors who open a new company in Vietnam are required to:

  • Open a dedicated investment capital account at a licensed bank operating in Vietnam
  • Contribute the full charter capital within 90 days from the date of ERC issuance.

Note: This is an important legal requirement; however, in practice many investors overlook or delay fulfilling the capital contribution obligation after completing the company establishment procedures. Failure to contribute the full charter capital within the required timeframe may result in administrative penalties, mandatory adjustments to the charter capital, and may also affect the company’s credibility and ability to obtain other licenses or complete legal procedures in the future.

Therefore, enterprises should plan the capital transfer in advance and complete the capital contribution procedures within the statutory deadline.

Step 5: Apply for sector-specific licenses (if any)

Some conditional sectors require additional licenses such as a business license, import-export license, or environmental permit in order to fully satisfy the Vietnam LLC registration requirements.

By following these steps and keeping up to date with legal changes, foreign investors can successfully establish a company in Vietnam.

4. Estimated timeline and costs

The time required to complete all Vietnam LLC registration requirements is usually around 2-3 months, depending on the business line and the scale of investment.

5. Important legal notes for FDI enterprises to satisfy Vietnam LLC registration requirements

When establishing an FDI limited liability company in Vietnam, investors should pay attention to several important legal issues related to ownership ratios, capital contribution, and investment reporting obligations.

Foreign ownership ratio by sector

One of the most common questions foreign investors ask when considering setting up a business in Vietnam is: “Do foreign investors need to have a Vietnamese partner (local partner) in order to establish a company?”

Under the Investment Law 2025 and Decree 31/2021/ND-CP, foreign investors are allowed to own capital in Vietnamese enterprises. However, some sectors may be subject to market access restrictions or foreign ownership limits.

These restrictions are set out in the List of Sectors with Market Access Restrictions for Foreign Investors.

Where an enterprise operates in multiple sectors, the foreign ownership ratio must comply with the lowest limitation applicable among those sectors.

Regulations on capital contribution in foreign currency

Under the Foreign Exchange Ordinance and Circular 06/2019/TT-NHNN of the State Bank of Vietnam, foreign investors must make capital contributions through a Direct Investment Capital Account (DICA) opened at a licensed bank in Vietnam. All transactions related to capital contribution, repatriation of profits abroad, or transfer of capital must be conducted through this account to ensure compliance with foreign exchange control regulations.

As mentioned in the section on charter capital, investors must contribute the full charter capital within 90 days from the date the Enterprise Registration Certificate (ERC) is issued to avoid administrative penalties and potential legal complications in the future.

Investment Activity Reporting obligations

After an FDI enterprise is established and begins operations, it must submit periodic Investment Activity Reports in accordance with the Investment Law 2020, Decree 31/2021/ND-CP, and Circular 03/2021/TT-BKHDT. This obligation applies specifically to foreign-invested enterprises and must be submitted quarterly and annually through the National Investment Information System. The report typically includes information on investment capital implementation, revenue, labor, tax obligations, and the progress of project implementation.

Complying with these regulations helps ensure transparent investment activities and reduces legal risks during operation in Vietnam.

Overall, the process of establishing an LLC in Vietnam is not simple, especially for foreign investors who are unfamiliar with local laws and often face language and cultural barriers. Therefore, working with a professional consulting firm can make the company registration process faster and more efficient.

If an investor plans to establish a limited liability company (LLC) in Vietnam, Vina TPT can support the entire process, from obtaining the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) to handling post-establishment procedures. Our English-speaking consultants will assist with preparing documentation and working with the relevant authorities. Contact Vina TPT for detailed consultation.

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Lasted News, Accounting & Tax

Cases Eligible for VAT Tax Refund in Vietnam in 2026 

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cases-eligible-for-vat-tax-refund-in-vietnam-in-2026

In practice, the amount of VAT tax refund that a business may receive is often significant, especially when the deductible input VAT eligible for refund reaches VND 300 million or more. For this reason, tax refund procedures are always a matter of concern for domestic enterprises, foreign-invested enterprises (FDIs), and accounting departments.

The article below summarizes the cases eligible for VAT tax refund under the Law on Value Added Tax 2024, while clarifying the applicable conditions and important notes that businesses should understand when carrying out refund procedures.

cases-eligible-for-vat-tax-refund-in-vietnam-in-2026

1. What is a VAT tax refund?

A VAT tax refund is the return by the tax authority of VAT amounts that an enterprise or individual has paid or is entitled to deduct, provided that the legal conditions are satisfied. This typically applies when input VAT exceeds output VAT or when special tax incentive policies are available.

Carrying out a VAT tax refund helps reduce financial pressure on businesses, improve working capital, and encourage investment, exports, and other incentivized economic activities. It also helps ensure fairness in tax collection and avoids situations of overpayment.

Example: Company H exports fashion products (T-shirts) and is not required to pay output VAT because the applicable VAT rate is 0%. During the period, the company incurred VND 70 million in input VAT for raw materials. Under the regulations, Company H may receive a VAT tax refund of VND 70 million from the tax authority to offset the tax already paid.

2. Cases eligible for VAT tax refund

Under Article 15 of the Law on Value Added Tax 2024 and the related guiding documents, businesses and organizations may be entitled to a VAT tax refund in certain situations.

Below are 9 common cases eligible for VAT tax refund under the current regulations.

Case 1: VAT tax refund for exported goods and services

Case Condition Tax treatment
Business establishments with exported goods or services during the tax declaration period Input VAT not yet fully deducted exceeds VND 300 million Eligible for VAT tax refund on a monthly or quarterly basis
Input VAT not yet fully deducted is below VND 300 million Carried forward to the next tax declaration period for continued deduction

Pursuant to Clause 1, Article 15 of the Law on Value Added Tax 2024 and Article 29 of Decree 181/2025/ND-CP, businesses engaged in export activities may be entitled to a VAT tax refund in the following cases:If a business has both exported goods and domestic sales, it must separately account for the input VAT relating to export activities.

If separate accounting is not possible, the input VAT for exported goods is determined based on the ratio of export revenue to total taxable revenue.

After offsetting against the VAT payable for domestic sales, if the remaining input VAT is VND 300 million or more, the business may be granted a VAT tax refund. However, the refund amount must not exceed 10% of export revenue.

Some export-related cases eligible for refund include:

Case Eligible subject
Export under entrusted export arrangement The business that entrusts goods for export
Export processing The business entering into a processing contract with a foreign party
Export for overseas construction projects The business exporting materials or goods for overseas projects
On-the-spot export The business exporting goods on the spot

Note: A VAT tax refund is not available for imported goods that are subsequently exported to another country without processing or manufacturing in Vietnam.

Case 2: VAT tax refund for investment projects

Under Clause 2, Article 15 of the Law on Value Added Tax 2024 and Article 30 of Decree 181/2025/ND-CP, a business with an investment project may receive a VAT tax refund if the following conditions are met:

Case Tax treatment
A business applying the deduction method has a new or expanded investment project Input VAT arising during the investment phase is offset against VAT payable from current business activities
After offsetting, the remaining input VAT is VND 300 million or more Eligible for VAT tax refund

If the investment project has been completed but the business did not apply for refund during the investment phase, it may still submit a VAT tax refund dossier within one year from the project completion date.

Note: A VAT tax refund is not available in the following cases:

  • The enterprise has not fully contributed its charter capital as registered
  • The project belongs to a conditional business sector but the required conditions have not yet been met
  • The business fails to maintain the required business conditions during operation
  • The project involves exploitation of natural resources or minerals (except oil and gas exploration and field development projects), or production projects using extracted minerals that have been processed into other products as prescribed by law

Case 3: VAT tax refund for goods and services subject to the 5% VAT rate

Under Clause 3, Article 15 of the Law on Value Added Tax 2024 and Article 31 of Decree 181/2025/ND-CP, businesses that only produce or supply goods and services subject to the 5% VAT rate may receive a VAT tax refund if:

Case Condition Tax treatment
Business establishments supplying only goods and services subject to the 5% VAT rate Input VAT not yet deducted reaches VND 300 million or more after 12 consecutive months or 4 consecutive quarters Eligible for VAT tax refund

If the business produces or supplies multiple categories of goods or services subject to different VAT rates, it must separately account for the input VAT of the activities subject to the 5% rate.

If separate accounting is not possible, the input VAT for such activities is determined based on the ratio of revenue from goods and services subject to the 5% VAT rate to total taxable revenue during the refund period.

After offsetting against VAT payable from other business activities, if the remaining input VAT is VND 300 million or more, the business may be considered for a VAT tax refund.

Case 4: VAT tax refund upon dissolution or bankruptcy

Under Clause 4, Article 15 of the Law on Value Added Tax 2024 and Article 32 of Decree 181/2025/ND-CP:

A business applying the deduction method, upon dissolution or bankruptcy, may be entitled to a VAT tax refund if:

  • It has overpaid VAT, or
  • It still has input VAT not yet fully deducted

In cases where a cooperative group is converted into a cooperative, or a branch is dissolved, the enterprise or cooperative inheriting the business may continue to deduct or request a VAT tax refund for the uncredited VAT amount in accordance with the regulations.

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Case 5: VAT tax refund for goods carried upon exit from Vietnam

Under Clause 5, Article 15 of the Law on Value Added Tax 2024 and Article 33 of Decree 181/2025/ND-CP:

Case Tax treatment
Foreigners or overseas Vietnamese purchasing goods in Vietnam and carrying them abroad upon exit Eligible for VAT tax refund corresponding to the value of the goods carried

Case 6: VAT tax refund for ODA-funded programs and projects

Under Clause 6, Article 15 of the Law on Value Added Tax 2024:

Case Tax treatment
Program owners, project owners, main contractors, or organizations designated by foreign donors to manage ODA-funded programs/projects purchasing goods and services in Vietnam for project implementation Eligible for VAT tax refund for VAT paid on goods and services purchased in Vietnam
Organizations in Vietnam using non-refundable aid or humanitarian aid from foreign organizations or individuals to purchase goods and services for the program or project Eligible for VAT tax refund for VAT paid on goods and services used for the project

Case 7: VAT tax refund for subjects entitled to diplomatic privileges and immunities

Under Clause 7, Article 15 of the Law on Value Added Tax 2024:

Case Tax treatment
Subjects entitled to diplomatic privileges and immunities purchasing goods and services in Vietnam Eligible for VAT tax refund for the VAT amount shown on the invoice

Case 8: VAT tax refund under international treaties

Under Clause 8, Article 15 of the Law on Value Added Tax 2024:

Organizations or business establishments may receive a VAT tax refund if such refund is granted under a decision of the competent authority or under an international treaty to which Vietnam is a party.

Case 9: VAT tax refund under a decision of a competent authority

In addition to the cases above, a business establishment may also receive a VAT tax refund when a competent state authority issues a refund decision in accordance with the law.

3. Frequently asked questions about VAT tax refund

Question 1: How long does a VAT tax refund take?

After receiving the VAT tax refund dossier, the tax authority will classify it into two categories:

Case 1: Refund first, inspection later

Within 6 working days from the date the tax authority issues a notice of dossier acceptance, the tax authority will take one of the following actions:

  • Issue a refund decision if the dossier is eligible
  • Transfer the dossier to the “inspection before refund” category if inspection is required
  • Issue a notice of non-refund if the dossier does not meet the conditions

If the tax authority finds that the dossier contains unclear information or discrepancies compared with its data, it may request the taxpayer to provide explanations or supplement the dossier.

Note: The time taken by the taxpayer to provide explanations or supplement the dossier is not included in the refund processing time.

Case 2: Inspection first, refund later

For dossiers subject to prior inspection, the tax authority will carry out an inspection or audit at the taxpayer’s premises to determine the refundable VAT amount.

The processing time in this case must not exceed 40 days from the date the tax authority issues the notice of dossier acceptance.

After the inspection is completed, the tax authority will issue either a refund decision or a notice of non-refund if the dossier is not eligible.

Question 2: After receiving the refund decision, how long does it take to receive the money?

After issuing the refund decision, the tax authority will transfer the refund amount to the taxpayer within 3 working days if the refund is made via bank account.

In some cases where further verification is required, the payment period may be extended but must not exceed 6 working days from the date of the refund decision.

Question 3: What is the difference between VAT tax refund and VAT deduction?

A VAT tax refund means the tax authority returns the remaining input VAT not yet fully deducted to the business in certain cases prescribed by law, such as export activities, investment projects, or subjects enjoying special incentives.

By contrast, VAT deduction means the business offsets input VAT against output VAT payable. If, after offsetting, some input VAT remains unused, that amount is carried forward to the next tax declaration period for continued deduction.

This is also a common issue businesses look into when they want to understand how to get VAT refund in Vietnam in each specific situation.

Question 4: What is the minimum amount required to be eligible for VAT tax refund?

Under the current regulations, a business is only considered for a VAT tax refund if the input VAT not yet deducted is VND 300 million or more.

If the remaining undeducted input VAT is below VND 300 million, the business will not receive a refund and must continue carrying it forward to the next declaration period for deduction.

Although the rules on VAT tax refund are clearly provided in the law, in practice the process of preparing the dossier and working with the tax authority is often quite complicated, especially for businesses with limited experience in handling refund dossiers.

Even a minor error in the dossier, invoice, or supporting document may cause the tax authority to request additional documents or prolong the processing time. For this reason, many businesses choose to cooperate with a professional tax consulting firm to ensure that the dossier is properly prepared and the refund process is optimized.

4. VAT tax refund service process at Vina TPT

Typically, the VAT tax refund support process is implemented through the following steps:

Step 1: Consultation and refund eligibility assessment
Vina TPT discusses with the enterprise to understand its tax status, business model, and the specific refund case. Based on this information, our specialists will evaluate the eligibility for a VAT tax refund and propose an appropriate implementation approach.

Step 2: Review and preparation of the refund dossier
Vina TPT’s specialists assist the enterprise in reviewing invoices, supporting documents, tax declarations, and other relevant materials to ensure the dossier is complete and compliant before submission to the tax authority.

Step 3: Submission of the dossier and working with the tax authority
The dossier is submitted to the tax authority (directly, by post, or electronically). Vina TPT supports communication and explanations if additional information is required.

Step 4: Monitoring and receiving the refund amount
After the dossier is approved, the tax authority issues the refund decision and transfers the refund amount to the enterprise’s bank account. 

The processing time for a VAT tax refund dossier is typically:

  • Approximately 6 working days for cases of refund first – inspection later.
  • Up to 40 working days for cases of inspection first – refund later.

cases-eligible-for-vat-tax-refund-in-vietnam-in-2026

If your business needs detailed advice on VAT tax refund conditions or support in preparing a refund dossier, the specialists at Vina TPT are ready to assist so that your business can complete the procedure quickly and in compliance with the regulations.

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Legal News

Payroll Outsourcing Services in Vietnam: Benefits and Choosing the Right Provider

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payroll-outsourcing-services-in-vietnam-benefits-for-fdi-enterprises-and-how-to-choose-a-reliable-provider

It is not uncommon for FDI enterprises to face penalties due to payroll management errors during their first years of operation in Vietnam. Payroll often becomes one of the biggest challenges for foreign investors entering the market, given the differences in labor regulations, tax policies, and the local operating environment.

In this context, payroll outsourcing services are increasingly chosen by businesses to ensure compliance and optimize internal resources. So, what are payroll outsourcing services, which businesses should use them, and how can companies select a reliable service provider? The article below clarifies these issues.

payroll-outsourcing-services-in-vietnam-benefits-for-fdi-enterprises-and-how-to-choose-a-reliable-provider

 

1. Why is payroll management challenging for FDI enterprises in Vietnam?

Labor law and social insurance regulations are frequently updated

Regulations relating to salaries, social insurance, health insurance, and unemployment insurance in Vietnam are regularly revised to align with labor and social welfare policies. As a result, many FDI enterprises face difficulties in tracking and promptly applying new rules when managing payroll.

The legal framework for salary and personal income tax is relatively complex

Vietnam’s salary-related regulations go beyond base salary and also involve personal income tax (PIT), allowances, employee benefits, and mandatory insurance obligations. Accurately calculating and declaring these items requires businesses to have a solid understanding of the law and the relevant reporting procedures.

Language barriers and differences in the legal environment

In addition to legal factors, language barriers and differences in working culture can make HR and payroll management even more complicated for FDI enterprises. In many cases, an incomplete understanding of local regulations or the application of unsuitable HR processes may result in errors in payroll management, employee benefits, and compliance obligations.

Because of these challenges, many FDI enterprises choose payroll outsourcing services to ensure legal compliance and optimize internal resources.

2. What are payroll outsourcing services? How is the service implemented?

2.1. What is payroll outsourcing?

Payroll outsourcing services refer to the arrangement in which a company hires a professional third-party provider to handle all or part of the activities related to payroll administration and labor compliance obligations. Instead of building an internal team to manage complex issues related to salaries, taxes, and insurance, businesses can transfer these functions to a specialized service provider.

In practice, payroll outsourcing services usually include activities such as:

  • Preparing and calculating monthly payroll
  • Declaring personal income tax for employees
  • Registering and managing mandatory insurance contributions (social insurance, health insurance, and unemployment insurance)
  • Preparing and submitting labor reports as required by law
  • Supporting the company in complying with labor and tax regulations

By using payroll outsourcing services, businesses can reduce administrative workload, minimize payroll errors, and improve compliance, especially in a legal environment like Vietnam where labor and tax regulations contain many detailed requirements.

2.2. Payroll outsourcing service implementation process

In practice, payroll management goes far beyond simply calculating employee salaries. It also includes multiple steps related to HR data, tax and insurance obligations, and reporting to competent authorities.

Typically, payroll outsourcing services are implemented through the following process:

Step 1: Collecting and verifying payroll data

At the initial stage of payroll outsourcing services, the service provider will coordinate with the enterprise to collect the information necessary for payroll calculation, including:

  • Employment contract information
  • Salary levels and allowances
  • Attendance records or working hour data
  • Employee movement information (new hires/resignations)
  • Relevant deductions or employee benefits

After collection, the data is reviewed and verified to ensure accuracy before payroll calculation begins.

Step 2: Preparing and calculating payroll

Based on the verified data, the payroll provider will:

  • Calculate the monthly payroll for employees
  • Determine the amount of personal income tax (PIT) to be withheld
  • Calculate mandatory insurance contributions such as social insurance, health insurance, and unemployment insurance

Once completed, the payroll statement is sent to the company for review and approval before proceeding to the next stage.

Step 3: Issuing payslips and supporting salary payment

After the payroll is approved, the payroll provider will prepare and issue payslips for each employee. Payslip distribution must be handled confidentially and sent to the correct recipients.

Step 4: Handling tax and insurance obligations

An important part of payroll outsourcing services is ensuring that the company fulfills its obligations to state authorities. These tasks commonly include:

  • Declaring and paying personal income tax
  • Registering and paying mandatory insurance contributions for employees
  • Registering dependents for tax deductions, where applicable
  • Supporting the processing of insurance benefits such as maternity leave, sick leave, or occupational accident benefits

You may also be interested in: Personal Income Tax 2026: Key Changes Directly Affecting Employees

Step 5: Labor reporting and legal compliance

In addition to payroll processing, payroll outsourcing services also help enterprises fulfill their legal reporting obligations, such as:

  • Reporting labor usage status (increase/decrease in headcount)
  • Updating employee information with the social insurance authority
  • Preparing periodic labor- and salary-related reports

Following these steps helps enterprises maintain a transparent, accurate, and compliant payroll system while minimizing HR administration errors.

3. Why do FDI enterprises in Vietnam prefer payroll outsourcing services?

For foreign-invested enterprises, managing payroll in a new market like Vietnam often creates many challenges related to labor law, taxation, and mandatory insurance systems. In addition, differences in legal frameworks and operating practices between countries can make it difficult to establish an effective internal payroll system.

In this context, many FDI enterprises choose payroll outsourcing services as a solution to improve operations, ensure legal compliance, and strengthen HR management efficiency.

3.1. Focusing on core business activities

When using payroll outsourcing services, enterprises do not need to allocate excessive resources to administrative tasks such as payroll calculation, tax filing, or insurance administration.

This allows management teams and HR departments to focus on strategic activities such as market expansion, business development, and workforce management.

3.2. Saving costs and improving operational efficiency

Building an in-house payroll system often requires investment in payroll software, IT systems, and personnel with expertise in tax and insurance matters.

For FDI enterprises, these costs can be considerable in the early stages of operation. Payroll outsourcing services help reduce initial investment costs while allowing businesses to leverage the expertise of professional service providers.

3.3. Strengthening compliance and minimizing legal risks

Payroll management is directly linked to a wide range of regulations, including labor law, personal income tax rules, and mandatory insurance obligations. These regulations are updated regularly and may differ significantly from the legal framework in the investor’s home country.

As a result, ensuring full compliance with local rules can become a major challenge for FDI enterprises. By using payroll outsourcing services, businesses can reduce the risk of errors in filings and reporting while ensuring that all legal obligations are handled properly.

3.4. Improving employee experience and retaining talent

A transparent and accurate payroll system plays an important role in building employee trust. When salaries, taxes, and insurance contributions are calculated clearly and paid on time, employees feel more secure about their entitlements.

For FDI enterprises competing for talent in Vietnam, maintaining a professional and transparent payroll process is also a key factor in improving employee experience and retaining high-quality staff.

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4. Four criteria for choosing a reliable payroll outsourcing services provider in Vietnam

Selecting the right payroll outsourcing services provider is especially important for FDI enterprises, as payroll is not only about paying employees but also closely tied to tax obligations, insurance contributions, and compliance with Vietnamese labor law.

Below are four key criteria businesses should consider when selecting a payroll service partner.

4.1. Experience and professional capability

A reliable provider of payroll outsourcing services is usually reflected through the following factors:

  • Proven track record and successful client base: Providers with many years of experience generally have a solid understanding of labor law, tax, and insurance regulations, and are better equipped to handle practical issues flexibly. Long operating history and a strong client portfolio are two important indicators when assessing a provider’s capability and reliability.

  • A clear payroll management system: Payroll statements should have a transparent structure, be easy to review, and be managed through a suitable payroll system. Components such as salaries, bonuses, allowances, and employee benefits should be clearly defined to ensure both accuracy and transparency.

  • An experienced team of specialists: A service provider should have specialists who understand labor law and taxation in depth. In particular, experience working with FDI enterprises is a significant advantage, because such specialists not only understand Vietnam’s legal environment but are also familiar with the working practices of international businesses. This helps ensure effective implementation and timely updates on legal changes.

4.2. Transparent and reasonable service fees

Service fees often reflect the professionalism of payroll outsourcing services. If the fees are too high, the enterprise may bear unnecessary operating costs. On the other hand, fees that are too low may indicate risks in service quality or a lack of transparency in the service agreement.

A professional provider typically offers a clear and transparent pricing structure that corresponds to the scope of services delivered. Therefore, businesses should prioritize providers that offer transparent quotations, clearly drafted service contracts, and specific commitments regarding the scope of work.

4.3. Data confidentiality policy

Payroll involves sensitive data relating to both the enterprise and its employees, including:

  • Employees’ personal information
  • Salary details and employee benefits
  • Personal income tax and insurance data

For this reason, a payroll outsourcing services provider must have a clear confidentiality policy and a secure data management system to ensure that such information is protected throughout the cooperation period.

Businesses should also prioritize providers that maintain strict data control procedures and include confidentiality commitments in the service contract.

4.4. A comprehensive HR service ecosystem

In practice, FDI enterprises often have broader HR administration and labor compliance needs beyond payroll management alone. Therefore, choosing a payroll service provider with a comprehensive HR service ecosystem can bring substantial benefits.

Additional services commonly provided alongside payroll outsourcing services may include:

  • Support for visas and work permits for foreign experts
  • Consulting on HR policies and employee benefits
  • Support for personal income tax finalization and periodic labor reporting

This allows businesses to simplify HR administration, optimize operating costs, and maintain better legal compliance.

payroll-outsourcing-services-in-vietnam-benefits-for-fdi-enterprises-and-how-to-choose-a-reliable-provider

5. Why is Vina TPT a leading payroll outsourcing services partner for FDI enterprises?

Based on the provider selection criteria outlined above, Vina TPT not only meets the required standards of expertise, experience, and data security, but also brings added value to businesses.

With more than 20 years of experience in business consulting, HR, and accounting services, Vina TPT has supported thousands of domestic and foreign enterprises in establishing and operating in Vietnam. Notably, more than 80% of Vina TPT’s clients are Japanese enterprises, a group of investors well known for their high standards in accuracy, process discipline, and compliance.

In addition, Vina TPT is currently supporting many international enterprises from Germany, Taiwan, the United States, the United Kingdom, Russia, Canada, Australia, Singapore, and many other countries, helping them build payroll systems that are transparent, accurate, and aligned with Vietnamese law.

Thanks to its practical experience and a team of specialists with strong knowledge of labor law and tax regulations, Vina TPT provides effective payroll services in Vietnam, helping enterprises optimize payroll administration, minimize compliance risks, and allocate more resources to core business operations.

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Labor & Insurance Knowledge, Lasted News

Overview of Vietnam public holidays for Employees in 2026

Posted on by VINA TPT
Vietnam public holidays in 2026: updated holiday schedule, paid leave rules, and key labor law considerations for employers and employees

Starting from 2026, employees in Vietnam may be entitled to 12 Vietnam public holidays with paid leave each year, an increase of one day compared to previous regulations. These changes in Vietnam public holidays not only affect employees’ holiday plans but also directly impact human resource management and operational costs for businesses, particularly foreign-invested enterprises (FDIs).

The article below provides a comprehensive overview of Vietnam public holidays in 2026 and highlights important regulations that companies should consider when managing their workforce.

overview-of-vietnam-public-holidays-for-employees-in-2026

1. Latest regulations and updates on Vietnam public holidays

Under the Labor Code 2019, employees in Vietnam are entitled to days off with full salary during Vietnam public holidays as prescribed by the State. This is a mandatory benefit applicable to all employees working under labor contracts.

If a Vietnam public holiday coincides with a weekly day off, employees are entitled to a substitute day off on the following working day.

Previously, the system of Vietnam public holidays included 11 paid days off per year, including:

  • New Year’s Day: 1 day (January 1)
  • Lunar New Year (Tet): 5 days
  • Hung Kings’ Commemoration Day: 1 day (10th day of the 3rd lunar month)
  • Reunification Day: 1 day (April 30)
  • International Labor Day: 1 day (May 1)
  • National Day: 2 days (September 2 and one adjacent day)

However, on March 3, 2026, the Politburo approved Resolution No. 80-NQ/TW on the development of Vietnamese culture, officially designating November 24 each year as “Vietnam Culture Day.” This day is expected to become an official holiday to encourage cultural activities and improve the spiritual life of citizens.

For foreign employees working in Vietnam, in addition to the above Vietnam public holidays, they are entitled to two additional days off:

  • 1 traditional holiday of their home country
  • 1 national day of their home country

Both days are granted as paid leave under their labor contracts.

overview-of-vietnam-public-holidays-for-employees-in-2026

2. List of Vietnam public holidays in 2026

Based on the Labor Code and the tentative holiday schedule announced by the government, Vietnam public holidays in 2026 may include the following periods:

Holiday Date Total Days Off Notes
New Year Holiday From Jan 1 to Jan 4, 2026 4 days Including weekend days
Lunar New Year (Tet) From Feb 14 to Feb 22, 2026 9 days Including weekends
Hung Kings’ Commemoration Day Apr 26, 2026 1 day Substitute holiday on Apr 27, 2026
Reunification Day & Labor Day From Apr 30 to May 3, 2026 4 days Including weekend days
Vietnam National Day From Aug 29 to Sep 2, 2026 5 days Including weekend days
Vietnam Culture Day (new) Nov 24, 2026 1 day Official paid holiday

3. Other paid leave regimes besides Vietnam public holidays

In addition to Vietnam public holidays, employees are also entitled to other paid leave regimes under the Labor Code. These include annual leave, maternity leave, and several other special leave cases.

3.1 Annual paid leave in Vietnam

Under the Labor Code, employees who work for the same employer for 12 months are entitled to annual paid leave as follows:

  • 12 days for employees working under normal conditions
  • 14 days for minors, employees with disabilities, or those working in hazardous conditions
  • 16 days for employees performing extremely hazardous or dangerous work

Other important provisions include:

  • Employees who have not completed 12 months of service receive leave calculated proportionally based on months worked
  • Employees working for the same company for over 5 years receive one additional leave day per year
  • When terminating a labor contract, employers must compensate employees for unused annual leave days

3.2 Maternity leave and adoption leave

Under Vietnamese labor and social insurance regulations:

  • Female employees are entitled to 6 months of maternity leave
  • In the case of multiple births, an additional 30 days of leave is granted for each additional child starting from the second child
  • Female employees with children under 12 months old are entitled to 60 minutes of paid break per working day for childcare

3.3 Paternity leave

Male employees participating in social insurance are entitled to paternity leave within 30 days after childbirth, including:

  • 5 days for natural birth
  • 7 days for cesarean delivery
  • 10-14 days in cases of multiple births

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4. Recommendations for FDI enterprises regarding Vietnam Public Holidays

For foreign-invested enterprises, managing Vietnam public holidays is not merely about scheduling time off. It also directly affects payroll obligations, overtime costs, and compliance with Vietnamese labor regulations. Mistakes in calculating holiday pay or arranging substitute leave may lead to labor disputes or compliance risks during inspections.

Therefore, companies should standardize HR processes from the early stage of building their HR system, including:

  • Establishing mechanisms to calculate holiday pay and other paid leave in compliance with regulations
  • Controlling overtime costs during major holidays such as Tet
  • Managing additional holiday entitlements for foreign employees
  • Regularly updating regulatory changes related to Vietnam public holidays

For FDI enterprises operating in Vietnam, working with a knowledgeable HR consultant who understands local labor laws can help build a transparent payroll system, reduce compliance risks, and optimize long-term operational costs.

At Vina TPT, our team of HR and legal experts supports businesses in establishing structured systems for holiday management, payroll processing, and labor law compliance. Vina TPT currently provides HR and legal consulting services for many FDI companies operating in Vietnam. Standardizing HR processes from the beginning helps businesses minimize legal risks and focus on sustainable growth strategies in the Vietnamese market.

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Lasted News, Accounting & Tax

Personal Income Tax 2026: Key Changes Directly Affecting Employees

Posted on by VINA TPT
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On December 10, 2025, following the National Assembly’s approval of the Personal Income Tax 2026 Law, several significant changes were introduced regarding the progressive tax schedule, personal and dependent deductions, and the scope of taxable income. These revisions may directly affect the personal income tax obligations of employees and foreign experts working in Vietnam.

The article below highlights the key updates and provides guidance on how to calculate personal income tax in accordance with the regulations applicable from 2026.

personal-income-tax-2026-key-changes-directly-affecting-employees

1. When does the Personal Income Tax Law 2026 take effect?

The amended Personal Income Tax Law 2025 (Law No. 109/2025/QH15), passed by the National Assembly, will officially take effect from July 1, 2026, replacing the 2007 Personal Income Tax Law.

However, for income derived from salaries and wages, important provisions such as the progressive tax schedule and personal deduction levels will apply to the 2026 tax year (from January 1, 2026). This means they will apply to the entire income generated during the year when conducting tax filing and finalization.

2. Key changes under Personal Income Tax 2026

2.1. Reduction of the progressive tax brackets from 7 to 5 levels

The reduction of tax brackets simplifies the calculation of personal income tax and makes it more transparent and easier to apply. This is one of the most notable reforms under Personal Income Tax 2026, aiming to streamline the tax system.

New progressive tax schedule (applicable from the 2026 tax year – from January 1, 2026):

Tax Bracket

 Monthly Taxable Income (VND million) Tax Rate (%)

1

Up to 10

 5%

2

Over 10 – 30

 10%

3

Over 30 – 60

20%
4

Over 60 – 100

30%
5 Over 100

35%

The highest tax rate remains 35%, applied to the portion of taxable income exceeding VND 100 million per month. This adjustment maintains the progressive nature of personal income tax without placing excessive pressure on middle-income earners.

2.2. Significant increase in personal and dependent deductions

Another major change under Personal Income Tax 2026 is the increase in deduction levels for taxpayers and their dependents. According to Article 29(2) of the 2025 amended law, the new deduction levels apply from the 2026 tax year (January 1, 2026):

  • Personal deduction: increased to VND 15.5 million/month (VND 186 million/year), compared to the previous VND 11 million/month.
  • Dependent deduction: increased to VND 6.2 million/month per dependent.

The increase significantly reduces the payable personal income tax for employees with families. When conducting tax filing (kê khai thuế), taxpayers must register their dependents within the prescribed timeline to benefit from these deductions.

2.3. Updated scope of taxable income in the digital economy

The amended law clarifies the scope of taxable and non-taxable income, particularly in the context of the digital economy, freelance work, and multiple income streams. Income generated from digital platforms and online business activities remains subject to personal income tax under general principles.

Taxable income includes:

  • Salaries and wages and wage-related income
  • Remuneration, bonuses, and benefits in cash or in kind
  • Allowances, subsidies, and other income, except for those exempted under regulations

Non-taxable income includes:

  • Allowances for war veterans and national defense/security
  • Hazardous and remote-area allowances
  • Social insurance benefits, occupational accident and disease allowances
  • Severance pay, maternity benefits, adoption allowances
  • Social protection allowances and other government-regulated exemptions

personal-income-tax-2026-key-changes-directly-affecting-employees

3. Increased revenue threshold for household and individual businesses to 500.000.000 VND per year

Under Article 7(1) of the 2025 amended law, resident individuals engaged in business activities with annual revenue of 500.000.000 VND or less are not subject to personal income tax.

Accordingly, from the 2026 tax year, the revenue threshold for personal income tax applicable to household and individual businesses increases to 500.000.000 VND per year, five times higher than the previous VND 100 million threshold applied in 2025.

This adjustment reduces the tax burden on small businesses, increases disposable income, and encourages transparent business operations. It also reflects a broader tax reform trend aimed at supporting sustainable development of the household business sector.

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4. How to calculate Personal Income Tax 2026 under the new tax schedule

4.1. Formula for calculating personal income tax in 2026

Personal income tax payable = Taxable income × Applicable progressive tax rate

Where:

Taxable income = Total taxable income − Deductions − Mandatory insurance contributions

Deductions include:

  • Personal deduction: VND 15.500.000 VND/month
  • Dependent deduction: VND 6.200.000 VND/month per dependent
  • Mandatory insurance contributions (social insurance, health insurance, unemployment insurance) and other allowable deductions

The remaining taxable income is then subject to the 5-tier progressive tax schedule. Each portion of income falling within a bracket is taxed at the corresponding rate rather than applying a single rate to the entire income.

4.2. Example of personal income tax calculation

Example: Mr. B earns VND 60.000.000 VND per month and contributes mandatory insurance as follows:

  • Social insurance: 8%
  • Health insurance: 1.5%
  • Unemployment insurance: 1%

He has two dependents and no charitable contributions or additional deductions.

Step 1: Total taxable income
= 60.000.000 VND

Step 2: Total deductions

  • Personal deduction: 15.500.000 VND
  • Dependent deduction: 6.200.000 × 2 = 12.400.000 VND
  • Mandatory insurance: 60.000.000 × (8% + 1.5% + 1%) = 5.757.000 VND

→ Total deductions = 15.500.000 + 12.400.000 + 5.757.000 = 33.657.000 VND

Step 3: Taxable income
 = 60.000.000 − 33.657.000 = 26.343.000 VND

Step 4: Apply progressive tax rates

  • First 10.000.000 × 5% = 500.000 VND
  • Remaining 16.343.000 × 10% = 1.634.000 VND

→ Total monthly personal income tax payable: approximately 2.134.000 VND

To understand the calculation method and see a practical example, you can read our detailed guide on How to Calculate Personal Income Tax 2026 in Vietnam.

5. Important notes when applying personal income tax 2026

Employees must accurately determine the timing of income generation to apply the correct tax period and deduction levels. Income arising from 2026 onward will fully apply the revised provisions of Personal Income Tax 2026, including cases where salary payments are made late.

In addition, registering dependents in a timely and complete manner remains a mandatory condition to benefit from deduction policies. Failure to register on time may result in higher temporary withholding during the year, with adjustments or refunds processed during annual tax finalization and tax filing procedures.

To stay updated on the latest developments regarding personal income tax, tax policies, and HR-related regulations, please follow the Events & Insights section of Vina TPT.

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Company Formation, Lasted News

How to Start a Business in Vietnam: Consulting Sector Guide

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how-to-start-a-business-in-vietnam-consulting-sector-guide

Vietnam’s business landscape has been expanding rapidly as the government places increasing emphasis on developing the private sector. Today, private enterprises account for around 50% of the country’s GDP and employ more than 80% of the national workforce, with over 940,000 registered businesses currently operating nationwide. 

As this entrepreneurial ecosystem continues to grow, many companies face challenges in areas such as management, marketing strategy, business development, and digital transformation. As a result, professional consulting services are becoming increasingly important for businesses seeking to improve competitiveness and navigate Vietnam’s evolving market environment.

If you are considering establishing a consulting company in Vietnam, understanding the legal framework and business registration process is an essential first step

how-to-start-a-business-in-vietnam-consulting-sector-guide 

1. Is consulting a conditional business line?

Under the Investment Law 2025 (effective from January 3, 2026), most common consulting services, such as management consulting, business consulting, marketing consulting, human resources consulting, and strategy consulting are not classified as conditional business lines.

This allows foreign investors to establish a 100% foreign-owned enterprise without requiring a Vietnamese partner and without applying for additional sub-licenses after obtaining the IRC and ERC. This is a significant advantage compared to sectors included in the restricted market access list.

However, for certain specialized consulting sectors, how to start a business will be more complex because additional industry-specific conditions must be satisfied. In such cases, the enterprise must comply with requirements relating to professional practicing certificates, capacity conditions, or separate licenses in accordance with regulations of the relevant ministries.

Therefore, before initiating procedures, investors should review Decree 31/2021/ND-CP and Decree 239/2025/ND-CP to determine whether the intended business line falls under the conditional category, thereby ensuring that they start a consulting business in Vietnam in the right direction and minimize the risk of dossier amendments.

2. Key consulting services currently in demand in Vietnam

In Vietnam, several consulting sectors are attracting the attention of foreign investors who are determining how to start a business at an early stage, including:

  • Management consulting: Including strategic planning, corporate restructuring, operational optimization, and performance management.
  • Technology and software consulting: Associated with digital transformation, IT system advisory, software solutions, automation, and data management.
  • Marketing consulting: Including brand building, market research, communications, and digital advertising. This group of business support services has been committed to market opening by Vietnam under WTO agreements and does not require a separate sub-license.
  • Tourism and service development consulting: Consulting on product development strategies, destination management, and tourism service operations. For each service group, how to start a business may differ in terms of operational scope and personnel requirements.
  • Healthcare management consulting: Primarily focusing on hospital management, service development strategies, and optimization of healthcare systems. If the enterprise provides medical examination and treatment services or specialized medical practice, it will be subject to conditions under the Law on Medical Examination and Treatment.

In general, strategic and business-support consulting services enjoy a high level of openness to foreign investors, while services directly related to technical expertise or specialized professional practice are subject to stricter conditions.

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3. Conditions for establishing a consulting company in Vietnam for foreign investors

When establishing a foreign-invested consulting company in Vietnam, investors must meet several basic conditions relating to capital, office location, and management structure. 

3.1 Capital and financial capacity requirements

Although the Enterprise Law 2025 does not set a minimum charter capital for consulting companies, the Department of Finance will review the registered capital to ensure it is appropriate for the company’s operational scale, business plan, and proposed services.

In practice:

  • Charter capital of approximately USD 20,000-50,000 is generally considered appropriate for a professional consulting model with stable personnel and office operations.
  • For smaller-scale models with a limited service scope, charter capital in the range of USD 10,000 may still be accepted if the business plan clearly demonstrates reasonable and low initial investment costs.

Determining an appropriate capital level not only serves dossier appraisal requirements but also creates a financial foundation for operations in the early stage, especially when the enterprise is exploring how to start a business and has not yet generated stable revenue.

3.2 Office location requirements

When a foreign enterprise determines how to start a business in Vietnam, the head office location is a mandatory and important requirement. The location must:

  • Be permitted for use as an office or commercial premises;
  • Not be a residential apartment used solely for housing or a property without business function;
  • Have legal documentation proving the lawful right of use by the lessor.

Choosing an appropriate office location directly affects the validity of the dossier in the process of how to start a business.

If the enterprise has not yet secured a suitable location, Vina TPT provides consultation on virtual office solutions that satisfy enterprise registration conditions in accordance with legal regulations.

The use of a virtual office is a flexible solution in the early stage of how to start a business and is fully acceptable provided that:

  • The address is not located in a residential apartment building or a prohibited business registration area;
  • It is capable of receiving correspondence and official documents from state authorities;
  • The lessor has sufficient documentation proving lawful leasing rights;
  • The building is designated for “office” or “commercial – service” functions.

This solution helps enterprises optimize initial costs while still ensuring legal conditions for obtaining the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).

3.3 Legal representative requirements

Another important aspect in how to start a business is the appointment of a legal representative.

A foreign-invested consulting company must have at least one legal representative residing in Vietnam. The legal representative may be a foreign investor lawfully residing in Vietnam, or another individual (a Vietnamese citizen or a foreigner with valid residence documents) appointed by the enterprise.

This person is responsible for:

  • Organizing and managing company operations;
  • Fulfilling tax and financial reporting obligations;
  • Registering labor and social insurance;
  • Working with state authorities in administrative procedures.

Appointing a legal representative residing in Vietnam is a mandatory requirement and plays an important role in ensuring continuity in corporate governance and legal compliance. Lack of appropriate personnel preparation may cause difficulties in how to start a business, particularly when planning to start a consulting business in Vietnam with a foreign management team.

how-to-start-a-business-in-vietnam-consulting-sector-guide

4. How to start a business in Vietnam for a consulting company – detailed step-by-step procedures

For the consulting sector, how to start a business generally includes the following steps:

Step 1: Prepare the application dossier for the Investment Registration Certificate (IRC)

Under the Investment Law 2025, investors are required to prepare:

  • A written request for implementation of the investment project;
  • Legal documents of the investor (passport for individuals; business registration certificate for organizations);
  • Investment project proposal (objectives of providing consulting services, scale, capital, location, duration of operation);
  • Documents proving financial capacity;
  • Office lease agreement or documents proving the lawful right to use the project location;
  • Technology explanation (if the project involves technology subject to appraisal).

The dossier is submitted to the competent investment registration authority in the province/city where the head office is located.

Note: Foreign documents must undergo consular legalization and be translated into Vietnamese.

Step 2: Obtain the Investment Registration Certificate (IRC)

The IRC records basic information of the consulting project, including:

  • The investor;
  • The registered consulting service business lines;
  • Investment capital and charter capital;
  • Location and duration of operation.

For standard consulting services (not classified as conditional business lines), this procedure mainly focuses on the validity of the dossier and financial capacity.

Step 3: Register the enterprise and obtain the Enterprise Registration Certificate (ERC)

After obtaining the IRC, the enterprise proceeds with company registration under the Enterprise Law 2025 to receive the Enterprise Registration Certificate (ERC).

The ERC establishes the company’s legal entity status and records:

  • The name of the consulting company;
  • Head office address;
  • Legal representative;
  • Charter capital;
  • Business lines (corresponding consulting service codes).

Step 4: Open an investment capital account and contribute capital

Immediately after obtaining the ERC, the enterprise must open a dedicated investment capital account at a bank licensed to operate in Vietnam.

The full charter capital must be contributed within 90 days from the ERC issuance date to avoid administrative penalties and ensure compliance of the enterprise.

Step 5: Complete post-establishment procedures

Before commencing operations, the consulting company must:

  • Complete initial tax registration and register for electronic invoices;
  • Purchase a digital signature;
  • Register labor and social insurance (if employees are hired).

After licensing, tax procedures and capital contribution complete the overall picture of how to start a business in Vietnam; from a practical perspective, this is the “final sprint” of the business registration process in Vietnam that many enterprises tend to underestimate.

Step 6: Obtain sector-specific licenses (if operating in conditional consulting sectors)

If the company provides consulting services in specialized sectors such as construction consulting, legal consulting, securities investment consulting, etc., the enterprise must satisfy additional requirements relating to practicing certificates or professional licenses under the corresponding specialized laws.

Complying with the correct sequence helps ensure that how to start a business proceeds smoothly and minimizes dossier amendments, especially when planning to start a consulting business in Vietnam in sectors requiring specialized expertise.

how-to-start-a-business-in-vietnam-consulting-sector-guide

5. Common mistakes when opening a consulting company in Vietnam

Many investors fail not because the market is difficult, but because they do not properly understand how to start a business. Below are common mistakes foreign investors often make when establishing a consulting company in Vietnam:

Mistake 1: Choosing an inappropriate enterprise structure

Many investors choose an enterprise structure based on habits in their home country without evaluating governance needs and capital mobilization capacity in Vietnam. An unsuitable choice (single-member LLC, multi-member LLC, joint stock company) may misalign with how to start a business, creating limitations in ownership structure, capital transfer, or future fundraising, and may even require conversion procedures later.

To avoid costly adjustments, investors should clearly determine growth objectives, number of shareholders/members, and fundraising plans before submitting the dossier.

Mistake 2: Failing to carefully review business line conditions

Registering business lines that fall under restricted market access or conditional sectors without reviewing relevant regulations often results in IRC dossiers being requested for clarification, amendment, or extended processing time.

Failure to thoroughly review business lines poses legal risks in how to start a business with foreign investment.

Investors should review the list of restricted market access sectors, specialized licensing conditions, and operational scope before finalizing project objectives.

Mistake 3: Selecting the wrong CPC code when registering business lines

For foreign-invested enterprises determining how to start a business correctly, in addition to registering Vietnam Standard Industrial Classification (VSIC) codes, investors must also refer to Vietnam’s WTO service commitments schedule, where services are classified under CPC (Central Product Classification) codes.

Common CPC codes in consulting and business services include:

  • Management consulting services – CPC 865
  • Marketing consulting services (marketing management) – CPC 86503
  • HR consulting services – CPC 86504 (management consulting); labor supply services – CPC 872
  • Software consulting services – CPC 842

Incorrect identification of CPC codes may result in:

  • Misapplication of market access conditions;
  • Misunderstanding of foreign ownership limits;
  • Unnecessary requirements for specialized licenses;
  • IRC dossier amendments.

Therefore, properly reviewing CPC codes before submitting the investment dossier is crucial to ensure accurate appraisal and minimize future amendment risks.

Mistake 4: Confusing the IRC and ERC procedures

Foreign-invested enterprises must generally follow the sequence: obtain the IRC (project approval) first, then register the ERC (legal entity establishment).

Confusing these procedures or preparing dossiers in the wrong order may delay implementation plans and lead to amendments.

Investors should build a legal roadmap in stages and prepare documentation corresponding to each certificate type.

Mistake 5: Lack of post-establishment financial and tax planning

Many enterprises focus on licensing but fail to anticipate tax obligations, operating costs, and periodic filing schedules, leading to penalties and operational disruption.

Immediately after establishment, enterprises should set up an accounting system, register e-invoices and digital signatures, and establish monthly/quarterly compliance plans to ensure stable operations.

Mistake 6: Failure to prepare labor and work permit plans

For foreign managers or experts, work permits and lawful residence status are required for long-term employment in Vietnam.

Without prior planning, enterprises may face management time limitations or urgent administrative procedures affecting operations.

Labor planning, work permits, and temporary residence cards should be integrated immediately after completing establishment procedures.

Mistake 7: Lack of understanding of the local business environment and culture

Differences in working styles, administrative procedures, and communication standards may affect negotiations, HR management, and coordination with partners or authorities.

Understanding the local context and establishing appropriate internal processes helps reduce operational friction and improve implementation efficiency from the early stage.

In cases where investors wish to optimize how to start a business and minimize potential risks, engaging professional consulting services can help standardize the entire process.

With over 20 years of experience supporting FDI enterprises in company formation, tax – accounting, and HR services in Vietnam, Vina TPT provides comprehensive consulting and implementation solutions, ensuring compliance with regulations and alignment with long-term investment objectives.

Contact Vina TPT for detailed consultation on how to start a business in line with your business model and investment goals.

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Legal News, Company Formation

Americans Doing Business in Vietnam (2026): Legal Guidance & Detailed Procedures

Posted on by VINA TPT
americans-doing-business-in-vietnam-2026-legal-guidance-detailed-procedures

In recent years, Vietnam has continued to strengthen its position as a strategic destination for U.S. investors thanks to a stable economic environment, competitive costs, and an extensive network of free trade agreements. However, doing business in Vietnam requires foreign investors to comply with strict legal regulations and tax obligations.

The article below provides detailed guidance on key conditions, procedures, and important legal matters when doing business in Vietnam.

americans-doing-business-in-vietnam-2026-legal-guidance-detailed-procedures

1. What are the conditions for Americans doing business in Vietnam?

Legal eligibility of investment business lines

Before doing a business in Vietnam, investors need to determine whether their intended business activities are permitted for investment. Under the Investment Law 2020, business sectors are classified into several main categories with different levels of accessibility and regulatory conditions.

Typically, investment sectors can be classified into four main groups:

No.

 Category Definition

Typical Examples
1 Unconditional business sectors (80% of all sectors) Sectors that are not included in the list of conditional or market-restricted business lines. Businesses only need to complete business registration and comply with general legal regulations (tax, environment, safety, etc.). General manufacturing, wholesale trading, management consulting, IT (software), F&B, certain domestic logistics services…
2 Investment incentive sectors Sectors encouraged by the government. Incentives (such as Corporate Income Tax (CIT) benefits, land rental incentives, etc.) depend on the industry, location, and project scale. High technology, R&D, renewable energy, high-tech agriculture, supporting industries, digital transformation, semiconductors…
3 Conditional business sectors Sectors that are permitted to operate but must meet specific conditions (such as sub-licenses, legal capital, technical standards, or professional certificates). These are regulated under Appendix IV of the Investment Law and its amendments. Education, healthcare, real estate, logistics, food services, transportation, cosmetics manufacturing…
4 Market access restricted sectors for foreign investors Sectors where foreign investors are subject to restrictions on ownership ratio, investment form, or scope of operations. The list is issued by the Government (currently under Decree 31/2021/ND-CP and its amendments). Retail distribution, telecommunications, aviation, advertising, financial services, media…
5 Prohibited business sectors Activities that are strictly prohibited for reasons of national security, social ethics, or public health under Article 6 of the Investment Law. Applicable to both domestic and foreign investors. Drug trafficking, human/organ trafficking, prostitution, explosives, human cloning, trading endangered wildlife…

Note:
The majority of business sectors in Vietnam fall under unconditional sectors (accounting for approximately 80%). However, some industries may simultaneously belong to multiple categories (for example, renewable energy can be both an incentivized sector and a conditional business sector).

To avoid confusion and streamline the licensing process, investors are advised to check the relevant business codes and applicable conditions on the Business Line Code Lookup page before submitting their applications.

Meeting investment capital and financial capacity requirements

Vietnam’s enterprise law does not set a general minimum charter capital when foreign investors do business in Vietnam; however, certain conditional business lines require statutory capital under specialized regulations.

Therefore, the investment registration authority requires investors to demonstrate sufficient financial capacity to implement the project. This is commonly evidenced by:

  • Bank statements of the parent company/investing entity
  • Audited financial statements for the most recent year
  • A financial guarantee letter from a bank

Having a lawful company head office in Vietnam

The company must have a clear and lawful head office address within Vietnam. When doing business in Vietnam, investors need to prove this address with documents such as:

  • A lease agreement for office premises with a valid lease term
  • Documents proving the lessor’s land use/ownership rights, such as a Land Use Right Certificate

The enterprise must record this address on the Enterprise Registration Certificate, as government authorities will send notices and may conduct inspections at this address.

However, if the enterprise has not yet found a suitable office location, using a Virtual Office is also a common solution when doing business in Vietnam, provided that: the virtual office address is not located in a residential apartment building or a prohibited area for business registration; it is able to receive mail and official correspondence from authorities; and the lessor has sufficient documents proving a lawful right to lease.

Within Vina TPT’s Company Setup Services in Vietnam, we provide reputable virtual office solutions suitable for each operating model – helping ensure the dossier is complete from the start and minimizing later amendments.

International legalization of the investor’s legal documents

To do business in Vietnam, investors are required to prepare several legal documents issued in their home country. Common documents include:

  • Passport of the individual investor
  • Business Registration Certificate or Certificate of Incorporation (for corporate investors)
  • Financial documents proving the investor’s financial capacity, if requested by the competent authority
  • Other supporting documents related to the investment project (depending on the specific case)

For these documents to be recognized by the competent authorities in Vietnam, they must undergo a consular legalization process. This process typically includes the following steps:

  • Notarization in the issuing country
  • Consular legalization at the Vietnamese Embassy/Consulate in that country
  • Certified translation into Vietnamese after legalization

Only after completing all of these procedures can the documents be used as part of the investment registration dossier submitted to the competent authorities in Vietnam.

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Other specific requirements

Depending on the sector, a project for doing business in Vietnam may need to satisfy additional requirements such as:

  • Environmental impact assessment (for projects with potential environmental impacts)
  • Technology solutions and qualified personnel plans
  • Land use plan (if the project requires land allocation/lease from the State)

americans-doing-business-in-vietnam-2026-legal-guidance-detailed-procedures-2

2. Step-by-step procedure for doing business in Vietnam

Doing business in Vietnam with foreign investment requires a clear, structured process to ensure full legal compliance and smooth operations. This step-by-step guide is designed specifically for foreign-invested trading or commercial businesses.

Step 1: Prepare the investment dossier

This is the critical first step in the process of doing business in Vietnam. The dossier must be prepared in accordance with the Investment Law 2025.

  • Written request for implementation of the investment project
  • Documents proving the investor’s legal status:
    • For individuals: Citizen ID/Passport (copy)
    • For organizations: Certificate of incorporation or equivalent legal document (copy)
  • Investment project proposal (including investor information, objectives, investment capital, scale, capital mobilization plan, location, schedule, and socio-economic efficiency assessment)
  • Documents proving financial capacity:
    • Individuals: savings book, bank balance confirmation
    • Organizations: financial statements for the last two years, financial commitment from the parent company or a financial institution
  • Head office lease agreement or documents proving the right to use the project location
  • Technology explanation (for projects subject to technology appraisal)
  • BCC business cooperation contract (if investing under this form)

The dossier is submitted to the Department of Finance in the province/city where the project’s head office is located.

Step 2: Submit the application for the Investment Registration Certificate (IRC)

The IRC is a prerequisite for open new company in Vietnam for foreign investors. The IRC approves the investor’s project and specifies charter capital, scale, location, and business scope. Without an IRC, investors cannot proceed with company registration.

Required documents include:

  • Application form and a detailed project proposal (objectives, scale, investment capital, location, and timeline)
  • Proof of financial capability (bank statements, audited financial reports, or credit agreements)
  • Legal documents: notarized passport (individual) or business registration certificate (organization), both legalized
  • Proof of location (lease agreement or land use rights)
  • Power of attorney (if using a third-party service)

Foreign documents must be consular legalized and officially translated into Vietnamese. The processing time for an IRC application is typically 5-6 weeks , depending on the nature of the project and the review requirements of the investment registration authority. It is recommended to work with a professional service provider such as Vina TPT to avoid delays.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

After the IRC is issued, the next step in doing business in Vietnam is obtaining the ERC to establish the company’s legal entity status. Typically, the ERC is issued within 7-14 days from the submission date.

Step 4: Open a corporate bank account and inject charter capital

Foreign investors who open new company in Vietnam are required to:

  • Open a dedicated investment capital account at a licensed bank in Vietnam
  • Contribute the full charter capital within 90 days from the ERC issuance date to avoid penalties and maintain credibility for future licenses

Step 5: Complete tax registration and post-licensing procedures

Before officially commencing operations, the enterprise must:

  • Register for a tax code and purchase a digital signature
  • Apply for e-invoice issuance/registration
  • Register labor and enroll employees in social insurance

Tax and labor obligations are the final steps in doing business in Vietnam before official operations begin.

Step 6: Apply for sector-specific licenses (if applicable)

Conditional business sectors may require additional sub-licenses such as business licenses, import-export licenses, or environmental permits.

By following these steps and staying updated on regulations, foreign investors can successfully establish operations in Vietnam.

americans-doing-business-in-vietnam-2026-legal-guidance-detailed-procedures

3. Frequently Asked Questions when doing business in Vietnam

Can Americans own 100% of a company in Vietnam?

U.S. investors can fully own up to 100% equity when doing business in Vietnam, except in restricted business lines. Certain conditional sectors such as pharmaceuticals, oil and gas, or printing may impose ownership caps or require a local partner.

How long does the process take?

Doing business in Vietnam for foreign investors typically takes 6-8 weeks (about 1-2 months), depending on the business line, complexity, and the province/city of registration. In particular:

  • The IRC usually takes 30 – 45 working days
  • The ERC takes 7-14 days

What is the minimum capital required to do business in Vietnam?

Under the Enterprise Law 2025, Vietnam does not impose a general minimum capital requirement for enterprises.

However, conditional business lines may require statutory capital (e.g., real estate, banking, insurance, security services). Authorities commonly recommend at least USD 10,000 to demonstrate financial capacity and avoid delays. The exact amount depends on the business plan and scale.

How can a foreigner start doing business in Vietnam?

To officially operate in Vietnam, foreign investors should follow a clear legal roadmap rather than simply registering a company.

In general, the process includes:

  • Obtaining the Investment Registration Certificate (IRC) – recording and approving the investment project
  • Obtaining the Enterprise Registration Certificate (ERC) – establishing the company’s legal entity in Vietnam
  • Completing post-licensing procedures such as opening a corporate bank account and contributing charter capital according to the registered schedule
  • Completing initial tax registration and, if required, applying for a business license or sector-specific licenses before officially operating

In practice, each step has distinct dossier and legal requirements, especially for conditional business lines or special projects. Therefore, preparing correctly from the beginning helps shorten processing time and minimize requests for supplementation.

With extensive experience supporting FDI enterprises throughout establishment and operations, Vina TPT provides end-to-end advisory and implementation services to ensure the process is accurate, transparent, and compliant with current regulations.

4. Vina TPT solutions for doing business in Vietnam

Vina TPT’s Company Setup Services in Vietnam for foreign investors include:

  • Orientation consulting & planning: Simply share your business plan in Vietnam, and our specialists will advise the most suitable company registration option – while prioritizing investment safety.
  • Business licensing (IRC/ERC): We support the full preparation and submission of IRC and ERC dossiers, ensuring a smooth and compliant establishment process. Estimated timeline: 3-6 weeks.
  • Post-establishment capital contribution: We assist with bank account opening, capital transfer, and online banking/tax payment registration to ensure charter capital contribution is smooth and compliant for your enterprise in Vietnam.
  • Tax registration and filings: Vina TPT continues to support post-establishment procedures such as fiscal year registration, business license tax declaration, e-invoice setup, VAT filings, and preparation of the first quarter financial report – helping the business operate properly from day one.

americans-doing-business-in-vietnam-2026-legal-guidance-detailed-procedures 

Doing business in Vietnam can be complex and requires careful preparation. If investors lack experience and want to focus more on business operations, you should consider professional advisory services such as Vina TPT. We not only understand the law and possess strong expertise, but also have hands-on experience and deep understanding of corporate culture. Contact Vina TPT today for free consultation.

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