Company Formation, Lasted News

How to Set Up an E-Commerce Business in Vietnam in 2026: From Idea to Launch for Foreign Investors

Posted on 17/05/2026 by VINA TPT

how-to-get-vat-refund-in-vietnam-a-practical-guide-for-foreign-investors-2026

Vietnam’s e-commerce market is growing at an impressive pace and is expected to surpass USD 30 billion by 2026. With a young, digitally native population, high internet penetration, and the explosive rise of platforms such as Shopee, Lazada, and TikTok Shop, this is an ideal time for foreign investors to establish an e-commerce business in Vietnam.

Moreover, the Law on Investment 2025 (effective March 1, 2026) and the Law on Electronic Commerce 2025 have introduced significant reforms. These changes make it much easier for foreign investors to own 100% of their company and operate fully online businesses in Vietnam.

This article offers a clear, step-by-step guide on how to set up an e-commerce business in Vietnam in 2026 – from choosing the right business model to full operational launch. It is specially designed for foreign investors interested in establishing an online trading company in Vietnam.

1. Vietnam E-Commerce market outlook 2026 & promising sectors

Vietnam’s e-commerce sector is becoming increasingly diverse, with strong potential across multiple industries – particularly attractive for FDI investors.

Key promising sectors include:

Fashion & Beauty: High demand, fast inventory turnover, and excellent scalability through social commerce.
Electronics & Technology: Strong profit margins and well-suited for cross-border models.
Health & Wellness: Significant post-COVID growth, especially in functional and nutritional products.
Home & Living: Benefiting from long-term shifts in online shopping habits.
Food & Beverages (especially fresh products): High potential, although it requires robust logistics.
Imported Products (cross-border): Leverages the appeal of international brands.
Eco-friendly & Sustainable Products: An emerging trend, particularly popular among younger consumers.

What these sectors share is rapidly growing demand, easy access to online customers, and strong potential for foreign companies to scale successfully.

2. Step 1: Step 1: Choose the Right Model to Set Up an E-Commerce Business in Vietnam

Before taking any concrete steps, clearly defining your overall business model is the single most important decision when learning how to start an import-export business in Vietnam.

E-commerce is merely a sales channel, not the business model itself. You must first decide how your company will operate, whether through wholesale, retail, direct export, import and distribution, or a combination of several models.

The most common business models currently used by foreign investors in Vietnam include:

Wholesale (B2B): Importing goods in large volumes and selling them to retailers or other businesses. This model is ideal for companies focused on supply chain efficiency and high-volume transactions.
Retail (B2C): Selling products directly to end consumers, either through physical stores or online channels.
Direct Export: Focusing on exporting Vietnamese-made products to international markets.
Import and Distribution: Importing goods from overseas and distributing them within Vietnam (this can combine both wholesale and retail activities).
Hybrid Model: Combining multiple approaches (for example, wholesale + online retail + export) to maximize revenue streams and flexibility.

E-commerce can be applied to any of the above models, whether through your own website, selling on major marketplaces such as Shopee, Lazada, or TikTok Shop, or using a combination of online and offline channels.

Practical Recommendation

Many foreign investors begin with an Import and Distribution model combined with a Hybrid approach (wholesale + online retail). This allows them to test the market and validate demand before making larger investments. Clearly defining your business model early on will help you choose the right company structure, prepare the correct licenses, and avoid costly adjustments later in the process.

3. Step 2: Company Registration (FDI Setup)

To legally set up an e-commerce business in Vietnam, foreign investors must first establish a compliant legal entity. The most common and flexible choice is a 100% foreign-owned Limited Liability Company (FDI LLC).

The standard registration process includes:

Obtaining the Investment Registration Certificate (IRC)
Obtaining the Enterprise Registration Certificate (ERC)

Under the Law on Investment 2025, in many non-restricted sectors, investors can now apply for the ERC first and complete the IRC later – significantly shortening the overall setup timeline.

Once the licenses are granted, the company must:

Open an investment bank account
Contribute charter capital within 90 days
Register the company seal and tax code

With complete and accurate documentation, the entire process usually takes 6 to 8 weeks.

Explore Company Formation Services & Get Free Consultation

4. Step 3: Obtain E-Commerce Operating License

After company registration, businesses must fulfill specific licensing requirements for e-commerce activities.

Companies are required to register or notify their e-commerce operations with the Ministry of Industry and Trade, depending on the chosen model. For platforms with foreign elements, appointing a Local Authorized Representative in Vietnam is often mandatory.

Additional operational requirements typically include:

Seller verification systems (VNeID)
Clear complaint handling policies
Robust personal data protection mechanisms

If the business sells regulated products such as food, cosmetics, or medical devices, additional specialized licenses will be required.

5. Step 4: Setup Operations & Compliance

Once all legal formalities are completed, the focus shifts to building efficient day-to-day operations. Key areas to address include:

Payment systems: Open corporate bank accounts and integrate local and international payment gateways.
Logistics & warehousing: Partner with reliable providers such as SPX or J&T, or develop your own network.
Human resources: Recruit staff and ensure full compliance with labor regulations, including work permits for expatriates where necessary.
Accounting & tax: Establish a VAS-compliant accounting system, manage VAT, and handle electronic invoicing correctly.

Setting up these elements correctly from the beginning helps avoid costly mistakes and ensures smooth, scalable operations in the long term.

6. Common Challenges When You Set Up an E-Commerce Business in Vietnam

Although Vietnam’s e-commerce market is growing rapidly and offers tremendous potential, setting up and operating an online business in the country still presents foreign investors with a number of practical challenges. If not properly anticipated, these difficulties can delay project timelines, increase operating costs, and even undermine long-term competitiveness.

One of the biggest hurdles is the strict requirement for legal presence and regulatory compliance. Foreign investors must not only establish an FDI company but also register their e-commerce activities with the Ministry of Industry and Trade, appoint a Local Authorized Representative in Vietnam, and implement robust personal data protection mechanisms in line with the Law on Cybersecurity and the Law on Personal Data Protection. Any misstep in this process can lead to heavy administrative fines or even suspension of operations.

A second major challenge is the intense competition from dominant local platforms. Shopee, Lazada, TikTok Shop, and other established domestic marketplaces already control the majority of the market share with powerful promotional campaigns, massive user bases, and ready-made infrastructure. Building brand awareness, attracting new customers, and competing on price requires a smart marketing strategy and a substantial budget.

Third, logistics and supply chain limitations remain a significant obstacle. Although the sector has developed quickly in recent years, service quality still varies considerably across different regions. Deliveries to remote and rural areas are often slower, have lower success rates, and incur higher costs – all of which directly impact customer experience and profitability.

To successfully navigate these challenges, businesses need a clear strategy from the outset, strong partnerships with reputable local players, and professional FDI consulting support. Working with experienced advisors helps minimize risks, optimize costs, and accelerate operational readiness.

7. Why Vina TPT Can Help You Set Up Your E-Commerce Business

Vina TPT offers a comprehensive, end-to-end solution to help foreign investors successfully set up an e-commerce business in Vietnam.

We provide full support from company formation and e-commerce licensing to the establishment of accounting, tax, and payroll systems. Drawing on extensive experience working with FDI companies, Vina TPT ensures you not only comply with all legal requirements but also launch operations efficiently and effectively from the very first day.

Contact Vina TPT today if you plan to set up an e-commerce business in Vietnam with full legal and operational support.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

Entering Vietnam Market Guide: A Complete Before – During – After Roadmap for Foreign Investors

Posted on 12/05/202617/05/2026 by VINA TPT

If you are researching entering the Vietnam market, having a clear understanding of the entire journey, from preparation to company setup and actual operations, is the key factor for success.

Vietnam continues to be an attractive destination for foreign investors thanks to stable economic growth, competitive costs, and a wide network of free trade agreements. In particular, the Law on Investment 2025, which takes effect in 2026, has introduced many positive reforms, making the investment process more flexible and transparent.

However, in practice, many foreign investors still face difficulties not because of a lack of opportunities, but because they lack a clear roadmap – from market research and company formation to operations and compliance. A well-structured entering Vietnam market guide can help investors avoid unnecessary delays, legal risks, and operational inefficiencies.

This article serves as a comprehensive entering Vietnam market guide, walking you through the full process in three phases: Before – During – After. At the end of the article, you can also download the Free Investor Handbook for more detailed information.

Phase 1 – Before Entering Vietnam Market: What You Must Prepare First

Before officially investing, the research and preparation phase is the most important step to minimize risks and optimize costs.

The main tasks you need to complete include Entering Vietnam Market Guide:

Market research and business line selection: Study market demand, competitors, and consumption trends. It is especially important to check whether your intended business line falls under conditional or unconditional sectors according to the Law on Investment 2025 to avoid needing additional specialized licenses.

>>> You may also refer to our article: Top 20 Sectors for Business Opportunities in Vietnam for more insights.

Develop a detailed business plan: Create a clear business plan that includes revenue forecasts, cost estimates, capital mobilization methods, and risk assessment.
Risk evaluation and partner selection: Analyze legal, financial, logistics, and cultural business risks. Many investors choose to work with a local consulting firm at this stage to fully understand the actual legal requirements.
Financial preparation and market exploration visa: Build an initial capital plan and apply for a short-term business visa to conduct on-site surveys.

At this stage, investors should not rush to fly to Vietnam without a clear plan. Contacting a specialized FDI consulting firm early will help you save a great deal of time and cost later.

Phase 2 – During Entry: Company Setup Process in Vietnam (entering vietnam market guide)

This is the most critical and important stage in the entire FDI setup journey in Vietnam. After completing market research and planning in Phase 1, you will now officially move forward with establishing your company.

The main steps in this phase include:

Choosing the right business structure Most foreign investors opt for a 100% foreign-owned Limited Liability Company (FDI LLC). This structure offers simple governance, high flexibility, and full control. It is suitable for both startups and medium-sized businesses, allowing you to make decisions quickly without the complications of multiple shareholders. In most cases, choosing the right entity structure is one of the most important decisions in any entering Vietnam market guide for FDI companies.
Completing the IRC and ERC registration process: To legally operate in Vietnam, foreign investors are required to obtain both the Enterprise Registration Certificate (ERC), which establishes the legal entity, and the Investment Registration Certificate (IRC), which records the investment project and investment activities. Completing both licensing procedures is an essential step for foreign-invested companies to conduct business activities in compliance with Vietnamese regulations.
Preparing a complete and accurate application dossier Required documents typically include: a notarized and consular-legalized passport (or corporate legal documents), a detailed investment project proposal, proof of financial capacity (bank statements, financial reports, or parent company support letters), and proof of legal right to use the business premises (office lease agreement). All foreign documents must be properly translated, notarized, and consular legalized in accordance with Vietnamese regulations.
Completing post-licensing procedures Once the licenses are issued, you must open an investment capital account, fully contribute charter capital within 90 days, register the company seal, obtain a digital signature, and complete tax registration along with other administrative formalities

>>>Entering Vietnam market guide you may need: How to Start a Business in Vietnam: 2026 Guide for Investors

Phase 3 – After Setup: Operations, Compliance & Business Growth

In this stage of the entering Vietnam market guide, businesses begin transitioning from setup to long-term operations and compliance. Once you have received your official licenses, you officially enter the operational phase – the stage that ultimately determines whether your business will achieve sustainable growth or face ongoing struggles. This is where all the plans on paper turn into reality. It requires strict compliance, professional management, and careful attention to detail to avoid legal risks and maximize business efficiency.

The most critical tasks to setup after entering Vietnam market guide include:

Tax Compliance and Periodic Reporting You must accurately declare and pay all applicable taxes, including VAT, Corporate Income Tax (CIT), and Personal Income Tax (PIT). In addition, FDI companies are required to submit the Investment Activity Report (IAR) on a regular basis. Electronic invoicing must also be implemented and properly managed from the very first day of operations.
Establishing a Professional Accounting System Set up proper bookkeeping in full compliance with Vietnamese Accounting Standards (VAS) under Circular 99/2025/TT-BTC. This includes tight cash flow management, accurate internal financial reporting, and management accounts to support timely decision-making by leadership.
Recruitment and Human Resources Management Handle work permits and Temporary Residence Cards (TRC) for foreign investors and expatriate specialists. At the same time, build a complete payroll system and ensure timely contributions to social insurance (BHXH), health insurance (BHYT), and unemployment insurance (BHTN) for local employees. Labor law compliance is especially important in this phase to avoid disputes and administrative penalties.
Office and Warehouse Setup Select and secure suitable office space or warehouse facilities that align with your business model. Complete all necessary legal procedures related to the registered address and ensure the premises meet official business registration requirements.
Cash Flow Management and Growth Planning Closely monitor cash flow, develop long-term financial plans, optimize operating costs, and create clear strategies for business expansion – whether through opening new branches, scaling production, or growing sales channels.

This phase marks the important transition from “setup” to “real operations.” Many FDI companies face significant difficulties here because they lack local experience and have not yet built a solid internal management system. Establishing a strong operational foundation from the beginning will help you avoid legal risks, control costs effectively, and create a solid platform for sustainable growth in the years ahead.

Explore End-to-End Business Formation Services

Common Challenges in Any Entering Vietnam Market Guide

Even though the Law on Investment 2025 has brought many favorable reforms, foreign investors still often face real challenges when entering the Vietnam market. If not well prepared, these difficulties can slow progress and increase initial costs. This is why many businesses rely on a professional entering Vietnam market guide to better prepare for licensing, compliance, and operational challenges in Vietnam.

The most common challenges include:

Administrative procedures can still be lengthy: Although greatly simplified, some project approvals, specialized licenses, or location confirmations may take longer than expected, especially for large projects or conditional sectors.
Language barriers and cultural differences in business practices: Differences in communication style, contract negotiation, and working culture can cause misunderstandings or delays in the early stages.
Initial cost and cash flow management: The setup phase often involves many unexpected expenses (office, staff, legal procedures…), requiring tight cash flow control from the beginning.
Difficulty in finding high-quality talent: Demand for personnel who possess both professional skills and strong English is high, but supply remains limited in some industries.

At this stage, investors need a clear plan from Phase 1 and early cooperation with a reputable FDI consulting firm. This will help minimize risks, accelerate progress, and avoid unnecessary mistakes throughout the entire journey.

Get Your Free Investor Handbook 2026

How Vina TPT simplifies your entire Vietnam Market Entry journey

Vina TPT accompanies businesses throughout the whole entering Vietnam market journey, from the preparation phase to actual operations.

In Phase 1: We provide market consulting, business line selection, and planning in accordance with Vietnamese legal requirements.
In Phase 2: Our expert team directly supports FDI company formation, handles IRC/ERC dossiers, and manages all related procedures quickly and in full compliance.
In Phase 3: Vina TPT offers outsourced finance & accounting, tax compliance, and payroll services to help businesses operate stably and meet all regulatory requirements.

With over 20 years of experience, we not only help you “enter the market” but also ensure you operate efficiently and grow sustainably.

Contact Vina TPT today for a free consultation and comprehensive A-to-Z support for your investment journey in Vietnam.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

How to get VAT Refund in Vietnam: A Practical Guide for Foreign Investors 2026

Posted on 07/05/2026 by VINA TPT

Many businesses in Vietnam, especially export enterprises and FDI companies, have a large amount of capital stuck in unrefunded input Value-Added Tax (VAT). This amount can reach hundreds of millions or even billions of VND, directly affecting cash flow and operational capabilities.

Obtaining a VAT refund is not only a legitimate right but also an important financial tool that helps businesses optimize their cash flow. However, in practice, not every business clearly understands the conditions, procedures, and how to prepare documents to successfully receive a VAT refund.

This article provides a detailed guide on how to get VAT refund in Vietnam, including eligibility conditions, required documents, step-by-step procedures, processing timeline, and common mistakes to avoid in 2026. This entering Vietnam market guide is designed to give you a complete roadmap from preparation to operation.

1. Who is eligible for VAT Refund in Vietnam in 2026?

Not every business in Vietnam is eligible for a VAT refund. According to Article 15 of the Law on Value-Added Tax 2024, the most common cases that qualify for a VAT refund include:

Enterprises exporting goods and services (subject to the 0% VAT rate)
Businesses with new or expanded investment projects, particularly FDI projects that are still in the investment phase
Enterprises with excess VAT paid after quarterly or annual input tax credit
Companies undergoing dissolution, bankruptcy, or termination of operations

To be eligible for a VAT refund, businesses must also meet several general requirements:

Declare and pay VAT using the deduction method
Maintain complete and accurate accounting records with valid supporting documents
Hold a bank account registered under the company’s tax code
For any transaction of VND 5 million or more (VAT inclusive), payment must be made via bank transfer (cash payments are not accepted)

Businesses engaged in exports and FDI investment projects are often given priority under the “refund first, audit later” mechanism. This allows them to receive VAT refunds more quickly, helping improve cash flow during the critical early stages of investment.

2. Key conditions to qualify for VAT Refund in Vietnam (What You Must Meet)

To qualify for a VAT refund in Vietnam in 2026, businesses must simultaneously meet two main conditions:

2.1. Belong to the Eligible Categories under Clauses 1, 2, 3, and 4 of Article 15 of the Law on Value-Added Tax 2024

The most common eligible cases include:

Enterprises exporting goods and services (subject to the 0% VAT rate)
Businesses undertaking new or expanded investment projects (especially FDI projects)
Enterprises with excess VAT paid after quarterly or annual input tax credits
Companies undergoing dissolution, bankruptcy, or termination of operations

2.2. Declare and Pay VAT Using the Deduction Method and Comply with Input VAT Deduction Regulations under Clause 2 of Article 14 of the Law on Value-Added Tax 2024

Specifically, businesses must:

Possess valid VAT invoices or equivalent supporting documents
Make payment via bank transfer for any transaction of VND 5 million or more (VAT inclusive) – cash payments are not accepted
For exported goods and services, in addition to the general conditions, the following documents are required: a contract with the foreign party (for sale, processing, or service provision), invoices, non-cash payment proof, customs declaration (for exported goods), and supporting documents such as packing list, bill of lading, and insurance certificate (if any). The Government also provides specific regulations on input VAT credit conditions for exports via overseas e-commerce platforms and other special cases.

Only when conditions are fully satisfied can a business submit a VAT refund application.

>>> You may find this article helpful: Cases Eligible for VAT Tax Refund in Vietnam in 2026

3. Step-by-Step guide: How to get VAT Refund in Vietnam

Understanding the required documents is one of the most important steps in learning how to get VAT refund in Vietnam successfully. To carry out a VAT refund, businesses need to go through the following steps:

Below is the detailed procedure for how to get VAT refund in Vietnam in 2026. The entire process is now mainly carried out electronically, helping to shorten the time compared to before.

Step 1: Check and prepare documents

Businesses need to carefully check the eligible input VAT amount and compile all related documents (electronic VAT invoices, customs declarations, export contracts…).

Step 2: Declare VAT

Carry out VAT declaration monthly or quarterly accurately and on time as prescribed.

Step 3: Submit VAT refund application

Submit the electronic VAT refund dossier through the eTax system of the General Department of Taxation. This is an important step that determines the subsequent processing speed.

Step 4: Tax authority review and decision

The tax authority will review the dossier. If it qualifies for “refund first – audit later”, you will receive the refund decision faster.

Step 5: Receive VAT refund

After receiving the refund decision, the money will be transferred directly to the business’s bank account within the prescribed time.

Step 6: Handle additional requests (if any)

In case the dossier needs clarification, businesses must quickly explain or supplement documents as requested by the tax authority to avoid prolonging the processing time.

Explore VAT Refund Services

4. What documents are required for VAT Refund in Vietnam?

Whether the business uses the deduction method or the direct method, it is mandatory to properly store all input and output documents. These documents usually include electronic VAT invoices, contracts, payment vouchers, and related records to prove the legitimacy of declared revenue and expenses.

In addition, businesses must ensure consistency between the declared VAT data, paid tax amounts, and the accounting books. Any discrepancy or lack of valid documents may lead to tax reassessment, administrative penalties, or prolonged processing time with the tax authority.

In practice, establishing a document management and internal control system from the beginning will help minimize errors and significantly reduce pressure during periodic tax inspections or audits later.

Processing Time

Refund first – audit later: approximately 15 days
Audit first – refund later: approximately 40 days

However, in practice in 2026, the processing time may be longer if the dossier is incomplete or requires multiple explanations.

5. Common VAT Refund mistakes that delay or reject your application

Although the VAT refund process has been digitized, many businesses (especially FDI enterprises and export companies) still encounter situations where their dossiers are delayed, require multiple additional submissions, or are even rejected. One of the biggest challenges when learning how to get VAT refund in Vietnam is avoiding documentation and declaration mistakes that may delay approval.

Invalid or mismatched invoices and documents This is the most common error. Many businesses submit VAT invoices that do not qualify for deduction, invoices with incorrect information, or fail to fully match them with customs declarations and contracts. As a result, the dossier is suspended or removed from the refund list.
Late tax declaration or incorrect data Declaring incorrect input VAT data or being late by even one day can lead to penalties and delay the entire refund process.
Not preparing sufficient explanation documents when requested When the tax authority requests explanations, many businesses respond slowly or lack supporting documents, causing the dossier to be delayed or rejected.
Choosing the wrong refund method Some businesses choose the “audit first – refund later” method even though they qualify for “refund first – audit later”, significantly prolonging the time to receive the money.
Not completing other tax obligations Businesses with outstanding PIT, CIT, or other taxes will not be eligible for VAT refund until those obligations are settled.

Practical Advice: Before submitting the VAT refund dossier, carefully check all documents and data. Cooperating with a professional consulting firm like Vina TPT will help you avoid most of the above mistakes, increase the success rate of the refund, and significantly shorten the time to receive the money.

6. How Vina TPT Helps You Get VAT Refund Faster and Safer

With more than 20 years of experience supporting FDI enterprises and export businesses, Vina TPT deeply understands the VAT refund process and the practical requirements of the tax authorities. We help clients get VAT refunds faster, safer, and with a higher success rate.

Specifically, Vina TPT provides comprehensive support as follows:

Thorough checking and review of input VAT dossiers before submission
Full preparation and optimization of documents to increase the refund success rate
Representing clients in submitting electronic VAT refund applications and regularly monitoring progress
Timely support for explanations and supplementary documents when requested by the tax authority
Integration with outsourced finance & accounting services for overall tax management, avoiding arising errors

Thanks to our professional process, we help businesses significantly shorten the time to receive VAT refunds while minimizing the risk of additional requests or dossier rejection.

Most importantly, when cooperating with Vina TPT, you can focus on your core business activities instead of spending time dealing with complex administrative procedures.

If your business needs professional support on how to get VAT refund in Vietnam, Vina TPT is ready to assist from document preparation to tax authority procedures.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

How to start import export business in Vietnam: A comprehensive guide for Foreign Investors (2026)

Posted on 19/04/202623/04/2026 by VINA TPT

how-to-start-an-import-export-business-in-vietnam-a-comprehensive-guide-for-foreign-investors-2026

Vietnam has become an ideal destination to start an import-export business thanks to its strategic logistics location, competitive costs, young and abundant workforce, and a robust network of free trade agreements (EVFTA, CPTPP, RCEP, and others).

With the Law on Investment 2025 taking effect from March 1, 2026, establishing an FDI company in the import-export sector has never been easier. Foreign investors can now own 100% of the capital in most trading activities and do not require a general import-export license – only the appropriate business line registration is needed.

This article provides a detailed, step-by-step guide on how to start import export business in Vietnam in 2026, covering everything from product selection and company structure to legal procedures and actual operations. Understanding how to start import export business correctly from the beginning will help investors avoid unnecessary risks.

Potential import and export products in Vietnam when learning how to start import export business

Before diving deeper into how to start import export business, choosing the right product is a critical first step. Vietnam enjoys strong advantages in both exports and imports. Here are the most promising product categories for 2026:

Strong Export products	Promising Import products
Textiles, garments, footwear, and fashion accessories Mobile phones, electronic components, and computers Coffee, cashew nuts, pepper, rice, and other agricultural products Seafood (shrimp, pangasius, tuna) Wood and furniture	Machinery, equipment, and production lines Electronic components and industrial raw materials Chemicals, steel, and plastic resins Automobiles, spare parts, and transportation vehicles High-end consumer goods and technology products

To choose the right products when starting your own business, you should:

Prioritize items where Vietnam has a competitive edge or enjoys preferential treatment under FTAs
Evaluate profit margins, market demand, logistics risks, and legal requirements
Start with products you already have experience in or an established supply chain to minimize initial risks

Advice: Conduct thorough market research when learning how to start import export business to reduce risks.

One important note is that although import-export activities in Vietnam do not require a general license, certain products may still be subject to specific business conditions or require specialized permits. Therefore, in addition to selecting high-potential products, investors should carefully review the relevant legal requirements to avoid operational risks.

Once you have a clear overview, you can begin implementing the specific steps to start an import export business in Vietnam.

Step 1 – Choose the right business structure

Choosing the correct business structure is the first critical step when starting an import export business in Vietnam. The type of company directly affects governance, capital raising ability, control, and long-term development plans.

The two most popular structures for foreign investors are:

Limited Liability Company (LLC): The most common choice for foreign investors due to its simple, flexible management structure. It is ideal for startups and small-to-medium enterprises, allowing full control and quick decision-making.
Joint Stock Company (JSC): More suitable for businesses planning to raise capital from multiple investors or aiming for future listing on the stock exchange.

Recommendation: This is especially important for investors who are new to how to start import export business in Vietnam, a 100% foreign-owned LLC is strongly recommended. This structure offers absolute control, simpler procedures, and easier management. Later, when the company grows and needs additional capital, you can flexibly convert it into a Joint Stock Company.

Selecting the right structure from the beginning helps save time, reduce costs, and avoid unnecessary risks. This decision plays a key role in how to start import export business efficiently in Vietnam.

Step 2 – Company registration process (IRC & ERC)

This is the most important step when starting an import export business in Vietnam. Under the Law on Investment 2025, the registration process has become more flexible. In many non-restricted sectors, foreign investors can now register the Enterprise Registration Certificate (ERC) before completing the Investment Registration Certificate (IRC).

Step 2.1: Prepare investment documents

A clear understanding of how to start import export business will help you prepare the correct documents from the beginning. This is the foundational step. The dossier must meet all requirements under the Law on Investment 2025, including:

Application for investment project implementation
Proof of the investor’s legal status (passport or Certificate of Incorporation)
Detailed investment project proposal (objectives, scale, capital, location, timeline, and socio-economic impact)
Proof of financial capacity (bank statements, audited financial reports, or parent company support letter)
Documents proving the business address (office lease agreement)
Technology explanation (if required)

Step 2.2: Apply for the Investment Registration Certificate (IRC)

The IRC approves the investment project and specifies capital, business lines, location, and incentives. Processing time usually ranges from 30 – 45 working days.

Step 2.3: Obtain the Enterprise Registration Certificate (ERC)

After receiving the IRC (or in permitted cases, before it), you apply for the ERC – the document that officially establishes the company’s legal entity. This step typically takes 7–14 working days.

Explore FDI Company Formation Services

Step 3 – Setup Operations (Bank Account, Office, HR & Compliance)

Once licenses are obtained, you should promptly complete the following:

Open an investment capital account and transaction account (charter capital must be fully contributed within 90 days of receiving the ERC)
Register initial tax accounts and complete business identification procedures on the VNeID system.
Monitor mandatory tax filing deadlines, especially Value-Added Tax (VAT), even if no business activities have occurred.
Apply for work permits, Temporary Residence Cards (TRC), and business visas for foreign investors or employees working in Vietnam for more than 3 months.

Note: Early compliance is crucial when learning how to start import export business in Vietnam to avoid penalties. Many investors choose outsourced finance & accounting services to reduce risks and focus on core business activities. At this stage, investors can clearly see how to start import export business in a practical and compliant way.

Step 4 – Obtain necessary licenses and permits for import export

A major advantage is that no general import-export license is required if you register the correct business lines.

However, certain products still need specific permits, such as:

Food, pharmaceuticals, cosmetics, chemicals, and agricultural products
Goods under specialized management (defense, security, environment, etc.)
If a company is not only engaged in import export activities but also participates in trading activities in Vietnam, such as distribution or retail, it will be required to obtain business license and retail Outlet Establishment License.

You will also need to:

Register for tax code and customs code
Connect to the electronic invoicing system
Register import-export rights (automatically granted with appropriate business lines)

Explore Outsourced Accounting Services

6. Common challenges when starting an Import Export Business in Vietnam

Although Vietnam offers many advantages, the process of starting an import export business is not always smooth, especially for first-time foreign investors.

Administrative procedures, while improved, can still be time-consuming if documents are incomplete. Language barriers and differences in working culture may also slow down progress when dealing with government agencies or local partners.

Other common challenges include cash flow management, foreign exchange fluctuations, and logistics costs. Additionally, Vietnam’s legal and policy framework continues to evolve, requiring businesses to stay updated to avoid compliance risks.

Having a knowledgeable local consulting partner from the beginning can significantly reduce these risks and ensure smoother implementation.

7. Why Vina TPT can help you successfully start your Import Export Business

For investors learning how to start import export business, having the right consulting partner can make a significant difference.

With over 20 years of experience supporting FDI enterprises, Vina TPT fully understands the practical difficulties foreign investors face when starting an import-export business in Vietnam.

We provide end-to-end solutions, from advising on suitable business lines and products, completing IRC/ERC procedures, assisting with Temporary Residence Cards (TRC), to setting up compliant accounting and tax systems from day one.

What sets Vina TPT apart is our ability to connect all these steps into a seamless process. Our multilingual team can support you remotely, making the entire journey more convenient – especially for investors who have not yet established a physical presence in Vietnam.

If you are still unsure how to start import export business, working with experts can significantly shorten your setup time. Contact Vina TPT today for a free consultation and to build the most suitable roadmap for your import export business in Vietnam.

BOOK A FREE CONSULTATION

Lasted News, Company Formation

Advantages and disadvantages of starting your own business in Vietnam

Posted on 17/04/202623/04/2026 by VINA TPT

Many entrepreneurs and foreign investors are planning to start their own business in Vietnam – a fast-growing market with competitive costs and a strategic location in Southeast Asia. With the Law on Investment 2025 officially taking effect from March 1, 2026, Vietnam continues to implement strong reforms to attract foreign direct investment (FDI).

However, establishing an FDI company brings both significant opportunities and real challenges. This article provides a balanced analysis of the advantages and disadvantages of starting your own business in Vietnam, helping you gain a comprehensive view before making an informed decision before making a decision about the advantages and disadvantages of starting your own business in Vietnam.

1. Why consider setting up an FDI Company in Vietnam?

Vietnam has become one of the most attractive investment destinations in Southeast Asia. The main reasons many investors choose to set up a business in Vietnam under the FDI model include:

Stable economic growth with consistently high GDP growth rates over many years
A young, abundant, and cost-competitive workforce
Strategic logistics position as a gateway connecting ASEAN, China, and global markets
Extensive network of free trade agreements that create export and expansion opportunities, including:
- Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)
- EU-Vietnam Free Trade Agreement (EVFTA)
- UK-Vietnam Free Trade Agreement (UKVFTA)
Increasingly favorable FDI policies, especially following the Law on Investment 2025

This is a crucial and strategic step when you decide to start your own business in Vietnam through through foreign direct investment, especially when evaluating the advantages and disadvantages of starting your own business.

2. Key Advantages of setting up an FDI Company in Vietnam

When evaluating the advantages and disadvantages of starting your own business, Vietnam offers several compelling benefits for foreign investors.

One of the biggest advantages is low operating costs. Labor, office rental, and general business expenses in Vietnam are significantly lower than in many developed markets. Additionally, companies can enjoy attractive tax incentives, especially in industrial zones or priority sectors.

Another major advantage is capital ownership flexibility. Under the Law on Investment 2025, foreign investors can own up to 100% of the capital in most sectors, allowing full control over management and operations.

Vietnam also boasts strong market potential, with a rapidly expanding middle class. Furthermore, the country serves as an excellent manufacturing hub, enabling businesses to integrate deeply into global supply chains.

Recent reforms have also shortened the company establishment timeline. In many cases, investors can now obtain the Enterprise Registration Certificate (ERC) before the Investment Registration Certificate (IRC), making the setup process faster and more flexible.

Overall, these advantages create favorable conditions for successfully starting your own business in Vietnam in an efficient and sustainable manner.

Explore Vina TPT’s End-to-End Business Setup Services

3. What challenges should investors be aware of?

Alongside the benefits, it is important to understand the disadvantages of starting your own business when choosing the FDI route in Vietnam.

Despite many reforms, administrative procedures can still be complex, especially for investors unfamiliar with the Vietnamese legal system. Preparing documents and working with government authorities sometimes takes longer than expected.

Compliance pressure is another notable challenge. Companies must strictly follow Vietnamese Accounting Standards (VAS), tax regulations, electronic invoicing requirements, and periodic reports such as the Investment Activity Report (IAR). Without proper expertise or professional support, the risk of errors is relatively high.

Additionally, language and cultural barriers can affect communication and daily operations. Understanding how to navigate the local business culture is essential for building strong relationships and achieving long-term success.

Increasing competition in many sectors and occasional limitations in infrastructure or high-quality talent are also factors to consider.

Understanding these risks is essential when analyzing the advantages and disadvantages of starting your own business in Vietnam.

4. How to maximize advantages and minimize risks?

To make the most of the advantages and disadvantages of starting your own business in Vietnam, investors should develop a clear strategy from the beginning:

Choose the right type of company structure: Carefully consider between 100% foreign-owned companies and joint ventures, as each model has different implications for control and risk.
Prepare thorough and accurate documentation while fully utilizing the new provisions of the Law on Investment 2025.
Partnering with a professional consulting firm helps minimize legal and operational risks. Beyond supporting company formation, these firms typically provide comprehensive solutions covering legal, accounting, and tax services – three core areas that are closely monitored by regulatory authorities in Vietnam.
Build a strong local team and establish a robust compliance system from day one.
Develop a detailed financial and cash flow plan to handle potential delays in administrative procedures.

5. Why Vina TPT is the right partner for your FDI Company

When considering the advantages and disadvantages of starting your own business, choosing the right partner is critical for long-term success.

With over 20 years of experience supporting FDI enterprises, Vina TPT deeply understands the real challenges foreign investors face when starting their own business in Vietnam.

We provide comprehensive services, including:

Investment consulting and company establishment (IRC/ERC)
Support for Temporary Residence Cards (TRC) for foreign employees
Qualified Chief Accountant and outsourced finance & accounting services

In addition, we have a team of legal experts with hands-on experience working directly with competent authorities throughout the company establishment and operational process. With a deep understanding of procedures, requirements, and common challenges, Vina TPT can support businesses in implementing processes efficiently while ensuring full compliance with Vietnam Accounting Standards (VAS), tax regulations, and reporting obligations. At the same time, we provide timely financial insights to support informed decision-making.

With multilingual capabilities and extensive practical experience, Vina TPT helps businesses not only “comply with the law” but also operate efficiently and successfully.

Conclusion

Understanding the advantages and disadvantages of starting your own business through the FDI model in Vietnam is a critical step before making your investment decision.

With the strong reforms introduced by the Law on Investment 2025, opportunities in Vietnam are more open than ever. However, success requires careful preparation and a well-thought-out strategy.

Contact Vina TPT today for a free consultation. Let our expert team help you build the most suitable FDI company establishment plan tailored to your business model in Vietnam.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

Starting an Import Export Company in Vietnam: A Guide to Licenses & Procedures

Posted on 15/04/2026 by SEN

Import export company in Vietnam – is 100% foreign ownership allowed in this sector?

Vietnam has emerged as one of Southeast Asia’s most dynamic trading hubs, supported by a strong network of Free Trade Agreements (FTAs) including CPTPP, EVFTA, UKVFTA, and RCEP. These agreements provide preferential tariff rates, streamlined market access, and enhanced supply chain efficiency for both import and export activities. Combined with modern logistics infrastructure such as the deep-water ports at Cai Mep-Thi Vai and Cat Lai, along with expanding international airports, Vietnam offers foreign investors an ideal gateway to establish an import export company in Vietnam.

In 2026, the Law on Investment 2025 (effective from March 1, 2026, with conditional business lines from July 1, 2026) introduces significant improvements, including an optional ERC-first pathway and a substantial reduction in conditional sectors. This guide provides a clear, up-to-date roadmap for setting up a 100% foreign-owned (FDI) import-export company in Vietnam, covering the legal framework, licensing steps, post-incorporation compliance, tax obligations, and practical FAQs.

1/ Legal Framework for Import Export Company in Vietnam

Vietnam’s investment regime for foreign direct investment (FDI) in trading activities is based on the Law on Investment 2025, the Law on Enterprises 2020 (as amended), and the Law on Foreign Trade Management 2017. Since its WTO accession in 2007, Vietnam has progressively liberalized trading rights and grants national treatment to properly registered foreign-invested enterprises (FIEs).

Key features under the 2025 Law include:

100% foreign ownership permitted for most general trading, import, and export activities.

Trading rights automatically granted through registered business lines (VSIC codes) in the IRC and ERC, allowing import and export of non-prohibited goods.

Reduction of approximately 38 conditional business lines and revision of another 20 sectors (effective July 2026), making the setup process more investor-friendly.

Optional ERC-first approach: Eligible investors can incorporate the company before obtaining the Investment Registration Certificate (IRC), with the IRC to be secured within 12 months.

Understanding Trading Rights: Import, Export, and Distribution

Import export company in Vietnam – clear differentiation helps prevent common compliance issues:

Export rights: Allow purchasing goods domestically and exporting them. FDI companies generally enjoy this without additional licensing for non-restricted items.

Import rights: Permit bringing goods into Vietnam for resale, processing, or internal use, in line with the registered business scope.

Distribution rights (wholesale/retail): More strictly regulated and may require additional approval from the Department of Industry and Trade (DoIT), especially for certain consumer goods. Pure import-export operations typically do not need full distribution rights.

Accurate registration of VSIC codes and project objectives is essential to avoid customs delays or operational restrictions.

2/ Step-by-Step Licensing Process for FDI Import Export Company in Vietnam

The licensing process has become more flexible in 2026. The traditional route is IRC → ERC, but the new optional ERC-first path accelerates initial incorporation for qualifying projects. The overall timeline is typically 4–8 weeks, handled mainly by the provincial Ministry of Finance.

Foreign investors are required to obtain two key certificates before operating a business, including an import export company in Vietnam.

Step 1: Securing the Investment Registration Certificate (IRC)

The IRC approves the investment project, including capital, location, objectives, and business lines.

Required documents include:

Application form for investment registration.

Detailed investment project proposal (business activities, capital sources, and timeline).

Proof of the investor’s financial and legal capacity (bank statements, audited accounts, or commitments; passports and business documents must be consular legalized and translated into Vietnamese).

Proof of business address (lease agreement or ownership documents).

Processing time: Approximately 5-7 weeks for standard projects (longer for conditional cases).

The IRC serves as the legal foundation for company formation and trading rights.

EXPLORE SET UP COMPANY SERVICES

Step 2: Obtaining the Enterprise Registration Certificate (ERC)

Apply for the ERC via the National Business Registration Portal to establish the legal entity and obtain a tax code.

Key documents: import export company in Vietnam

Copy of IRC (if applicable).

Company charter.

List of members/shareholders and legal representative details.

Power of attorney (if needed).

Processing time: 7 – 10 working days.

The ERC enables opening a Direct Investment Capital Account (DICA), signing contracts, and starting preparatory operations.

>>> Reference: Essential Step For Setting Up a Company in Vietnam| Trading Businesses

Step 3: The Mandatory “Business License” for Trading Activities

For pure import export company in Vietnam, no separate general trading license is required beyond properly registered business lines in the IRC/ERC, thanks to Vietnam’s WTO commitments. Trading rights are embedded in these certificates.

However, attention is needed in the following cases:

Distribution/wholesale activities: May require a specific Business License for goods trading and related activities from the Department of Industry and Trade (DoIT).

Restricted or conditional goods (e.g., rice, sugar, petroleum, tobacco, certain chemicals): Additional permits or quotas from relevant ministries are mandatory.

Post-setup: Register for a customs code if engaging in frequent import/export operations.

Always cross-check HS codes against the latest prohibited and restricted lists (updates to Decree 69/2018/ND-CP and its successors). Many investors overlook the DoIT sub-license when distribution elements are involved, leading to compliance gaps.

3/ Essential Post-Incorporation Compliance & Tax Planning

After obtaining the licenses, the focus shifts to operational readiness and risk mitigation.

Capital Contribution Rules (The 90-Day Deadline)

Investors must fully contribute the registered charter capital within 90 days from the date of ERC issuance (excluding time for asset transportation, import, and ownership transfer). Failure to meet this deadline may result in administrative fines, blocked bank transactions, or requirements to adjust the charter capital. Choose a realistic capital level that matches your anticipated trade volume. All capital contributions must be made through the dedicated DICA.

Overview of Tax Planning

Corporate Income Tax (CIT): Standard rate of 20%. Preferential rates (10% for 15 years or 17% for 10 years) and exemptions are available for encouraged sectors, locations, or export-oriented projects.

Value-Added Tax (VAT): 0% on exports (with possible refund of input VAT); standard 10% or reduced rates on imports and domestic sales.

Import/Export Duties: Preferential or zero rates under FTAs, with exemptions on machinery and equipment for qualifying projects.

Early tax planning helps optimize cash flow, especially for export-focused businesses.

4/ Key Taxes FDI Trading Companies in Vietnam Must Comply With

FDI trading companies must comply with the following key taxes:

VAT: Charged on imports (creditable or refundable for exporters); 0% rate on qualified exports.

CIT: 20% on taxable profits, with available incentives and 5-year loss carry-forward.

Personal Income Tax (PIT): Progressive rates from 5% to 35% on employee salaries, plus withholding on certain foreign payments.

Import/Export Duties: Calculated based on HS codes and applicable FTAs — critical for profit margin planning. Restricted goods may be subject to quotas or special taxes.

Foreign Contractor Withholding Tax: Applies to payments for overseas services (combined CIT + VAT).

Maintaining accurate accounting records is essential for claiming VAT refunds and duty exemptions. Audits and customs inspections are common, so robust bookkeeping is highly recommended. For specific goods such as petroleum or rice, additional excise or consumption taxes may apply.

>>> Download Vietnam Tax Handbook For Investor

5/ FAQ: Frequently Asked Questions about Setting Up an Import Export Company in Vietnam

> What is the minimum capital requirement?

There is no statutory minimum capital for general trading companies. However, the charter capital should be realistic and sufficient for the intended business scale. Typical starting amounts range from USD 20,000 to USD 100,000 or more, depending on operations.

> How long does the entire licensing process take?

Usually 6–8 weeks for obtaining the business license for import–export activities. Additional time is required for restricted goods or distribution rights.

> Which items are restricted or prohibited?

Prohibited items include weapons, explosives, and certain used consumer goods. Restricted items (requiring special licenses or quotas) include rice, petroleum products, tobacco, sugar, certain chemicals, and cultural products. FDI companies often face limitations when exporting rice or trading petroleum.

> Do I need a physical office or warehouse?

A registered business address is mandatory. Virtual offices have certain limitations; however, at the initial stage, you may use a virtual office to complete the company registration before securing a suitable physical location.

Warehousing requirements will depend on your specific business model.

> Can business lines be amended later?

Yes, you can amend or add business lines later. This process requires approval from the licensing authority.

6/ Conclusion & Strategic Consultation Offer for Import Export Company in Vietnam

In 2026, establishing an import export company in Vietnam has never been more accessible, thanks to the streamlined Law on Investment 2025, strong FTA benefits, and excellent logistics infrastructure. By properly following the IRC and ERC process, registering accurate trading rights, meeting the 90-day capital contribution deadline, and maintaining tax compliance, foreign investors can successfully enter one of Asia’s most promising trade markets.

However, nuances related to conditional goods, distribution rights, and post-setup obligations still require careful attention to avoid unnecessary delays or penalties.

Our specialized Vina TPT legal team provides comprehensive support for FDI company formation, licensing, tax optimization, and ongoing compliance tailored specifically for import export businesses in Vietnam.

Contact Vina TPT today for a personalized consultation and turn your import-export ambitions into a compliant and profitable operation in Vietnam.

BOOK A FREE CONSULTATION

(This guide is based on regulations as of April 2026. Laws and implementing decrees may be updated — please consult official authorities or qualified legal and tax advisors for your specific situation.)

Company Formation, Lasted News

Starting a business in Vietnam: 12 frequently asked questions by foreign investors

Posted on 09/04/202628/05/2026 by VINA TPT

Vietnam continues to be an attractive destination for FDI capital thanks to its strategic location, competitive costs, and continuously improving business environment. With the Law on Investment 2025 taking effect from March 1, 2026, the company incorporation process has become more flexible. In many cases, investors can now obtain the Enterprise Registration Certificate (ERC) before the Investment Registration Certificate (IRC).

However, understanding the legal procedures, required documents, timelines, and ongoing compliance obligations remains a challenge for many new foreign investors.

This article compiles the 12 most frequently asked questions by foreign investors when starting a business in Vietnam. The content is organized by stage to give you a clear overview of the entire process – from preparation to operation.

12 most frequently asked questions about starting a business in Vietnam 2026

1. Can foreigners own 100% of a company in Vietnam in 2026?

Most business sectors in Vietnam allow 100% foreign ownership. According to Vietnam’s WTO commitments and the Law on Investment 2025, only a few sectors, such as advertising, logistics, tourism, and education, may have ownership restrictions or require joint ventures with Vietnamese partners.

Tip: Check the business line code and market access conditions carefully before planning to avoid having to amend your application during the appraisal process.

2. What is the minimum charter capital required for a foreign-owned company?

Vietnamese law does not set a universal minimum charter capital for all sectors. However, the registered capital must be appropriate to the project scale and will be reviewed by the licensing authority.

In practice, common reference levels include:

Trading and distribution: USD 10,000 – 50,000 (USD 10,000 is often considered the practical minimum)
Fintech: around USD 2 million, depending on the business model and licensing requirements
Commercial banks: approximately USD 120 million (under specialized regulations)
Real estate: No fixed minimum, but a minimum equity ratio of 20% (for projects under 20 hectares) or 15% (for projects of 20 hectares and above) is required.

Important note: Charter capital must be fully contributed within 90 days from the date the Enterprise Registration Certificate (ERC) is issued. Failure to do so may result in administrative penalties and affect the company’s credibility with authorities and partners.

3. What documents must foreign investors prepare and do they require consular legalization?

Document preparation is a critical step when starting a business in Vietnam. The main required documents include:

Application for investment project implementation
Proof of the investor’s legal status (passport for individuals; Certificate of Incorporation for organizations)
Investment project proposal (including objectives, scale, total investment capital, funding plan, location, timeline, and socio-economic impact assessment)
Proof of financial capacity (bank statements or parent company support letter)
Documents proving the project location (office lease agreement or proof of legal right to use the premises)
Technology explanation (if the project requires technology appraisal)
Business Cooperation Contract (BCC)

Important: All foreign documents must be consular legalized, notarized, and officially translated into Vietnamese. This is a mandatory requirement for the application to be accepted.

EXPLORE OUR SERVICES

4. Which business lines are still conditional or restricted for foreign investors?

Approximately 80% of business lines in Vietnam have no conditions, allowing relatively straightforward operations after company registration.

However, investors should pay attention to:

Conditional business lines: Education, healthcare, logistics, tourism, advertising, real estate, etc. (require sub-licenses, facilities, or professional capacity)
Restricted market access sectors: May limit foreign ownership percentage or require joint ventures with Vietnamese partners
Prohibited sectors: As stipulated by Vietnamese law

From July 1, 2026, the updated list of conditional business lines under the Law on Investment 2025 will be fully applied. Always verify your business line code and specific conditions before registration.

5. Should I choose a Limited Liability Company (LLC) or Joint Stock Company (JSC)?

The choice depends on your investment objectives, project scale, and future development plans.

Limited Liability Company (LLC): Most popular among foreign investors due to its simple structure, high flexibility, and suitability for startups or medium-sized businesses.
Joint Stock Company (JSC): Better suited for companies planning to raise capital from multiple investors or prepare for future listing.

For the initial stage of starting a business in Vietnam, an LLC is usually recommended. You can later convert to a JSC when scaling or seeking larger investments.

6. What is the difference between IRC and ERC under the new Investment Law 2026?

IRC (Investment Registration Certificate): Approves the investment project, including capital, business lines, location, and incentives (if any).
ERC (Enterprise Registration Certificate): Establishes the company’s legal entity status, including the tax code and business registration details.

Under the Law on Investment 2025, in non-restricted sectors, investors can apply for the ERC before the IRC. This allows the company to obtain legal status earlier for opening bank accounts, leasing offices, or applying for visas.

7. How long does it actually take to register a company in Vietnam in 2026?

The timeline depends on the project type and document quality. The process typically includes:

Investment Registration Certificate (IRC): 30 – 45 working days
Enterprise Registration Certificate (ERC): 7 – 10 working days after IRC approval

With complete and valid documents, the total process usually takes 6 to 8 weeks. Proper preparation and working with an experienced consultant can significantly reduce delays.

EXPLORE OUR SERVICES

8. Do I need a Vietnamese legal representative or director?

Every company in Vietnam must have at least one legal representative residing in Vietnam. This person can be a Vietnamese citizen or a foreigner holding a valid Temporary Residence Card (TRC).

Foreign investors can serve as the legal representative themselves if they meet the residency requirements.

>>> You may also be interested in: Nominee Director in Vietnam: Legal Risks, Requirements, and Safer Alternatives for Foreign Investors (2026 Guide)

9. Can I apply for a Temporary Residence Card (TRC) during or right after registration?

Yes. Investors can apply for a TRC after the company receives its ERC and holds an appropriate DT visa (DT1-DT3 depending on capital contribution).

Processing time is typically 5-15 working days. Many investors apply for the TRC immediately after company registration to secure long-term residency.

>>> You may also be interested in: Guide to Securing a TRC Vietnam for Foreign Investors in 2026

10. What must I do immediately after receiving the Enterprise Registration Certificate (ERC)?

After receiving the ERC, you should promptly complete the following:

Open an investment capital account (DICA) and fully contribute charter capital within 90 days
Register for tax, obtain a digital signature, and issue electronic invoices
Register and announce the company seal (if required)
Register employees and social insurance (if hiring staff)

11. What are the key ongoing compliance obligations (tax, reporting, IAR…)?

Once operational, companies in Vietnam must fulfill regular compliance obligations, including:

Declaration and payment of VAT, Corporate Income Tax (CIT), and Personal Income Tax (PIT)
Submission of Investment Activity Reports (IAR) – quarterly and annually for FDI companies
Preparation of annual financial statements (some companies require statutory audit)
Updating any changes in company registration (capital, business lines, legal representative, etc.)

12. When and why should I consider outsourced financial accounting services?

It is highly recommended to engage outsourced accounting services from the early stage if you do not yet have an internal team familiar with VAS and Vietnamese tax regulations.

Outsourcing helps control costs, minimize compliance risks, and ensures timely, accurate financial reports for both management and investors.

Looking for a reliable accounting partner? Explore Vina TPT’s outsourced accounting services to find the right solution for your business.

Explore Accounting Service

Why choose Vina TPT for starting and operating your business in Vietnam

With over 20 years of experience supporting FDI enterprises, Vina TPT provides comprehensive solutions for foreign investors when starting a business in Vietnam:

Full support for IRC, ERC, TRC, and work permit procedures
Qualified Chief Accountant and outsourced finance & accounting services (bookkeeping, tax, payroll)
Bilingual and multilingual reporting (Vietnamese – English – Japanese)
End-to-end support from company formation through operations and expansion

Each client is supported by a multi-level expert team (Assistant – Senior – Manager), ensuring accuracy and timeliness.

Conclusion

With the Law on Investment 2025, starting a business in Vietnam has become more transparent and flexible. However, thorough preparation regarding documents, capital, and compliance obligations remains essential for success.

Partnering with a professional consulting firm will help you save time, reduce risks, and focus on your core business activities.

Contact Vina TPT today for personalized consultation and a tailored solution for your investment plan in Vietnam.

BOOK A FREE CONSULTATION

Lasted News, Company Formation

Nominee Director Vietnam: Legal risks, requirements, and safer alternatives for foreign investors (2026 Guide)

Posted on 03/04/202623/04/2026 by VINA TPT

Foreign investors often face challenges when establishing a company in Vietnam, particularly in appointing a legal representative. Vietnamese law requires at least one individual who resides in Vietnam to serve in this role. As a result, many investors consider using a Nominee Director Vietnam – a person who appears on official documents but does not actively participate in day-to-day management.

However, significant changes took effect in 2025-2026. The amended Law on Enterprises 2025 and Decree 168/2025 introduced strict requirements for disclosing Ultimate Beneficial Owners (UBO). A Nominee Director is no longer a simple way to maintain anonymity. Attempting to conceal the true owner can lead to heavy administrative fines, legal disputes, and even loss of control over the company.

This article explains the concept, reasons for use, legal requirements, and major risks of using a Nominee Director in Vietnam. It also presents safer, more transparent alternatives for FDI enterprises.

1. What is a Nominee Director Vietnam?

A Nominee Director in Vietnam is an individual appointed as the legal representative on official company registration documents, mainly to satisfy the legal requirement that at least one legal representative must reside in Vietnam. In most cases, this person does not participate in the company’s actual management.

To understand clearly, it is important to distinguish three key concepts:

Legal Representative: Under the Law on Enterprises 2025, every company in Vietnam must have at least one legal representative who resides in Vietnam. This person bears full legal responsibility for signing contracts, representing the company before state authorities, banks, and partners, and ensuring compliance with tax and labor obligations.
Nominee Director: This is a method of appointing a legal representative where the individual is named on paper to satisfy legal requirements but does not participate in actual management. Real control remains with the foreign investor through internal agreements.
Nominee Shareholder: This relates to ownership of shares or capital contributions. The nominee holds the shares on paper but is not necessarily the legal representative. These are two entirely different roles.

Even with internal agreements, Vietnamese law still holds the appointed legal representative fully accountable. Therefore, a Nominee Director Vietnam is only a temporary solution and carries significant risks – especially after mandatory transparent UBO disclosure began in 2025.

2. Why do foreign investors consider using a Nominee Director Vietnam?

Although the risks are increasing, many foreign investors still consider using a Nominee Director in Vietnam during the early stages of starting a business in Vietnam. Here are the most common reasons:

They do not yet reside permanently in Vietnam or lack a TRC and work permit: Most foreign investors are not ready or able to relocate to Vietnam immediately. Obtaining a Temporary Residence Card (TRC) and work permit requires time and separate procedures. While waiting, they need a legally residing representative to allow the company to operate. A Nominee Director serves as a temporary solution to meet the legal requirement of having a representative who resides in Vietnam.
They want to speed up the company incorporation process: The IRC/ERC registration process can sometimes be delayed due to project approval or document preparation. Appointing a Nominee Director allows the company to complete registration faster, open bank accounts, and begin certain operations without waiting for the main investor to be physically present in Vietnam.
Certain business sectors require clear “local presence”: Even though the Law on Investment 2025 has opened the market further, some conditional or restricted sectors – such as logistics, education, advertising, and tourism – still exist. In these cases, having a Vietnamese-named legal representative on paper can make the application smoother and create a stronger impression of “local presence” when dealing with partners and government authorities.
To reduce the initial administrative and management burden on the parent company: When establishing a subsidiary or branch in Vietnam, headquarters often prefer to focus on high-level strategy rather than daily administrative tasks. Using a Nominee Director helps reduce the workload related to legal procedures, signing minor contracts, and dealing with state agencies in the early phase – saving time and internal resources for the parent company.

Important Note: While these reasons may seem practical in the initial stage, using a Nominee Director should only be a temporary solution. With the mandatory Ultimate Beneficial Owner (UBO) disclosure requirements effective from 2025, long-term use of a Nominee Director has become increasingly risky and is no longer aligned with Vietnam’s push toward greater transparency in the investment environment.

3. Legal requirements for Directors and Legal Representatives in Vietnam

According to the Law on Enterprises and related regulations, a legal representative must meet these conditions:

Be an individual (Vietnamese or foreign) residing in Vietnam.
Be at least 18 years old and have full legal capacity.
Be responsible for signing contracts, representing the company before authorities, and ensuring overall compliance.
Have no prohibitions on establishing or managing enterprises in Vietnam (including no bankruptcy declarations).

Companies must always maintain at least one legal representative residing in Vietnam. If this person leaves the country, they must provide a written power of attorney to another resident. They remain fully responsible for the actions of the authorized person.

DISCOVER HOW WE SUPPORT YOUR BUSINESS GROWTH

4. Major legal risks of using a Nominee Director Vietnam

This is the highest-risk area for foreign investors, especially after the UBO regulations took effect:

Loss of company control: The Nominee Director has actual legal authority to sign contracts, borrow money, transfer assets, or even dissolve the company. In disputes, courts typically recognize the nominee as the legitimate representative.
UBO disclosure risks: Hiding or misdeclaring the ultimate beneficial owner violates Decree 168/2025. This can result in heavy administrative fines or even revocation of the investment project if considered a “sham transaction.”
Civil and criminal liability: Both the nominee and the real beneficial owner may be jointly liable for tax debts, labor violations, or economic crimes. Cases where the nominee “disappears” or demands extra benefits often lead to prolonged litigation.
Internal agreements are often unenforceable: Powers of attorney or indemnity agreements can be declared invalid by courts if they are seen as attempts to conceal the true purpose.
Risks to FDI projects: Authorities may revoke the Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC) if a nominee structure is found to circumvent foreign ownership restrictions.

In practice, many disputes have resulted in asset loss, operational disruption, and significant financial damage for foreign investors.

5. Are there safer alternatives to a Nominee Director Vietnam?

Yes. Foreign investors can choose more transparent and secure options that still meet the legal representative requirement while maintaining control and complying with UBO disclosure rules.

Recommended alternatives include:

Appointing the foreign investor directly as director combined with obtaining a TRC Vietnam
Using a Qualified Chief Accountant service (a licensed professional who can serve as legal representative)
Implementing a dual legal representative mechanism (one local and one foreign)
Engaging a professional legal representative service

These solutions prioritize transparency, reduce risks, and support long-term sustainable operations. However, in certain transitional situations, such as when the investor is still abroad or has not yet completed legal requirements, a Nominee Director may still be used temporarily with strong safeguards.

6. How to choose a reliable Nominee Director Vietnam service (If Needed)

If you still need a nominee director during the transition period, pay close attention to these factors to minimize risks:

Clear and robust contracts: The agreement must clearly define responsibilities, indemnity clauses, scope of power of attorney, and control mechanisms to ensure real control remains with the investor.
Reputable service provider: Choose a provider with a clear legal entity, proven experience, and the ability to support UBO compliance under Decree 168/2025.
Independent legal review: Have an independent legal advisor review all contracts to avoid gaps and ensure balanced rights between parties.
Avoid choosing based solely on price: Low-cost services that lack transparency or proper control processes often carry hidden long-term risks.

A Nominee Director should only be used when truly necessary and for a short period. Combine it with strong internal controls to limit future disputes or legal liability.

How Vina TPT supports foreign investors with company setup & compliance

With more than 20 years of experience assisting FDI enterprises, Vina TPT understands the challenges foreign investors face during company incorporation — especially when considering a Nominee Director to meet legal requirements.

Instead of relying on high-risk solutions, Vina TPT offers comprehensive and transparent alternatives, including:

Advice on capital structuring and FDI company establishment (IRC/ERC)
Support for appointing a suitable legal representative, including Qualified Chief Accountant services
Outsourced finance and accounting, tax compliance, and payroll services
Assistance with TRC Vietnam applications and work permit exemptions for investors
Guidance on UBO disclosure and compliance under Decree 168/2025

In an environment where UBO regulations are increasingly strict, using a Nominee Director is no longer a safe long-term option. Non-transparent structures can lead to legal, financial, and operational risks.

Choosing a transparent structure, working with professional services, and ensuring full legal compliance not only minimizes risks but also enhances credibility and supports sustainable growth for your FDI business in Vietnam.

Contact Vina TPT today for expert advice on company establishment, capital structuring, legal representative appointment, and tailored finance & accounting solutions for your investment model.

BOOK A FREE CONSULTATION

Lasted News, Company Formation

How Do I Start a Business in Vietnam? Guide for Foreign Investors

Posted on 28/03/202610/04/2026 by VINA TPT

how-do-i-start-a-business-in-vietnam-from-idea-to-legal-setup-with-local-experts

When asking the question “How do I start a business?”, foreign investors are entering the stage of clarifying their business ideas and moving toward building a legally compliant and operational business model in Vietnam.

Based on over 20 years of experience in business consulting and supporting the establishment and operation of hundreds of FDI enterprises in Vietnam, this article will guide investors through each step, from preparation to registration and operation, while highlighting key considerations to ensure efficiency and minimize risks.

1. How can foreign investors start a business in Vietnam?

1.1. Requirements for foreign investors to establish a company in Vietnam

Before answering the question “How do I start a business?”, foreign investors need to determine whether their intended business line is eligible for investment. Under the Investment Law, business sectors in Vietnam are classified based on market access levels and regulatory conditions.

In practice, business sectors can be grouped into five main categories:

Unconditional business sectors (accounting for approximately 80%): These are sectors that are not subject to specific investment conditions or foreign ownership restrictions. Investors can proceed with standard business registration and comply with general regulations (tax, accounting, labor, etc.).
Examples: manufacturing, wholesale trading, software development, consulting services, F&B.
Investment incentive sectors: These sectors are encouraged by the government and may benefit from incentives such as Corporate Income Tax (CIT) reductions, land rental incentives, or other support policies depending on the project.
Examples: high technology, R&D, renewable energy, high-tech agriculture, digital transformation.
Conditional business sectors: These sectors are allowed to operate but require additional conditions such as sub-licenses, legal capital, technical standards, or professional certifications.
Examples: education, healthcare, real estate, logistics, food services.
Market access restricted sectors for foreign investors: Foreign investors may face limitations on ownership ratio, investment structure, or scope of operations in these sectors.
Examples: retail distribution, telecommunications, aviation, advertising, financial services.
Prohibited business sectors: These activities are strictly prohibited under Vietnamese law due to national security, social ethics, or public health concerns.
Examples: drug trafficking, human trafficking, prostitution, explosives.

Note:

In practice, the majority of business sectors in Vietnam fall under unconditional categories (around 80%), meaning investors can enter the market relatively easily. However, some industries may overlap across categories (for example, renewable energy can be both incentivized and conditional).

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.

1.2. What company types are suitable?

According to the Investment Law 2020, when exploring how to start a business in Vietnam, foreign investors can choose from several common business structures:

Limited Liability Company (LLC): This includes single-member LLCs or multi-member LLCs (with up to 50 capital contributors). This is the most commonly chosen structure by foreign investors due to its simple governance, strong control over operations, and flexibility in either 100% foreign ownership or joint ventures with local partners.
Joint Stock Company (JSC): Requires at least three shareholders with no maximum limit. This structure is suitable for businesses planning to raise capital, expand operations, or pursue long-term growth strategies.
Representative Office: This entity does not have a commercial function and is primarily used for market research, trade promotion, and liaison activities with partners in Vietnam.

In practice, most foreign investors prefer an LLC when they want full ownership and simplified management, while a JSC is generally more suitable for projects with long-term expansion and capital mobilization plans.

1.3. How much investment capital is required?

One of the key questions when exploring how do I start a business is the required capital. Vietnamese law does not impose a universal minimum charter capital across all sectors. However, in practice, capital must align with project scale, industry, and financial capacity.

Reference capital levels by industry:

Trading & distribution: Typically USD 10,000 – 50,000 (USD 10,000 is often considered a minimum reference level).
Fintech: Some models may require around USD 2 million depending on licensing conditions.
Commercial banking: Minimum capital requirement of approximately USD 120 million.
Real estate: No fixed capital requirement, but requires minimum equity of 20% (projects under 20 ha) or 15% (projects over 20 ha).

The above capital levels are for reference only and may vary depending on the investor’s specific business plan and the requirements of the licensing authority.

In practice, charter capital is not merely a formal requirement but directly impacts the application review process and the feasibility of project implementation. If the registered capital does not align with the scale of operations, the business may be required to provide explanations or make adjustments during the licensing process.

1.4. Business registration process in Vietnam

The process of setting up a business in Vietnam typically includes 6 steps, taking around 8-10 weeks depending on the industry:

Step 1: Prepare and submit the IRC application
Step 2: Obtain the Investment Registration Certificate (IRC)
Step 3: Obtain the Enterprise Registration Certificate (ERC)
Step 4: Open a capital account and contribute capital (within 90 days)
Step 5: Complete post-licensing procedures (tax, e-invoices, labor registration)
Step 6: Apply for sub-licenses (if applicable)

In practice, many companies underestimate post-licensing procedures and capital contribution obligations, leading to delays or compliance issues. Proper preparation from the beginning helps shorten timelines and avoid revisions.

After answering “How do I start a business?”, companies move into the operational stage, focusing on financial reporting, tax compliance, hiring, and payroll management.

EXPLORE OUR SERVICES

2. Legal and tax considerations investors should note from the beginning

2.1. What taxes must businesses declare?

After establishment, companies in Vietnam must comply with several taxes, including:

Value-Added Tax (VAT): VAT is one of the most frequently arising taxes during business operations, especially for companies engaged in trading goods, services, or import-export activities.

Corporate Income Tax (Corporate Income Tax – CIT): CIT is calculated based on the company’s profits. This obligation not only includes annual finalization but also requires quarterly provisional payments and ongoing monitoring of business performance to ensure compliance with regulations.

Personal Income Tax (Personal Income Tax – PIT): Businesses are responsible for withholding, declaring, and paying PIT on behalf of employees for salaries, wages, and other taxable income. Proper compliance is essential to avoid risks such as tax reassessment and administrative penalties.

In practice, many businesses encounter issues from the early stages due to a lack of understanding of filing cycles, tax-specific obligations, or inconsistencies between reports. Having a clear understanding of each tax type helps companies establish an effective accounting and tax system from the beginning.

>>> For more details, refer to: Tax Tips for Small Business in Vietnam: Avoid Common Compliance Mistakes

2.2. Key considerations for hiring and payroll management

Managing payroll in Vietnam can be challenging for FDI companies, especially in the early stages:

Labor and insurance regulations (social, health, unemployment insurance) frequently change
Salary structures and PIT calculations are complex
Language barriers and legal differences create additional challenges

In reality, knowing how do I start a business is not enough without understanding local practices, many FDI companies choose payroll outsourcing services to ensure compliance and reduce internal workload.

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

3. Important considerations when starting a business in Vietnam

Even after understanding how do I start a business, many investors still face challenges due to frequently changing regulations and local administrative practices.

For example, similar applications may require different procedures depending on the authority or location. Tax and labor policies are also regularly updated.

Without proper knowledge, businesses may face repeated revisions, delays, and unnecessary costs.

Therefore, many FDI companies choose to work with consulting firms for partial or full-service support to ensure compliance and efficiency.

4. When should investors work with a consulting firm?

Outsourcing business setup services is especially recommended when:

Entering Vietnam for the first time
Operating in conditional business sectors
Needing fast project implementation
Wanting to optimize tax, accounting, and HR from the beginning

For many investors, outsourcing support is the most effective way to answer how do I start a business in Vietnam. Professional consulting firms act as long-term partners, helping businesses minimize risks and operate effectively in Vietnam.

If you are planning how do I start a business in Vietnam, working with an experienced consulting firm is highly recommended. Learn more about Vina TPT’s services to receive tailored consultation for your investment plan.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

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

Posted on 20/03/202624/03/2026 by VINA TPT

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.

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.

EXPLORE OUR SERVICES

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.

BOOK A FREE CONSULTATION