Company Formation

Foreign Direct Investment Vietnam: 5 Things to Plan Before Entry

Posted on by VINA TPT
foreign direct investment vietnam

foreign direct investment vietnam

Vietnam continues to affirm its position as a strategic investment destination for foreign investors seeking opportunities to expand their business operations in Southeast Asia. According to figures published by the General Statistics Office (early October 2026), in the first 9 months of 2026, total registered FDI capital reached approximately USD 50.36 billion and disbursed capital reached approximately USD 21.07 billion. However, for a market-entry plan to achieve the highest practical effectiveness, investors need to prepare a comprehensive roadmap that goes beyond the basic administrative procedures for establishing a company.

This article summarizes 5 strategic factors that investors need to proactively build scenarios for from the very beginning, covering the entire project life cycle from the start of market entry (entry) to capital withdrawal (exit). For an overview of the market and the investment roadmap, you may also refer to the articles Invest in Vietnam 2026-2030 and Entering Vietnam Market Guide.

1. Foreign Direct Investment in Vietnam: Plan Your Entry and Exit

Proactively establishing a strategy for both the entry direction and the exit scenario from the very beginning helps investors choose the right legal ownership structure while also preparing a well-organized document-retention system. This helps optimize the initial operating schedule and eliminates the legal risks that arise when capital withdrawal or project dissolution is needed in the future.

1.1. Registration Documents for Foreign Direct Investment Vietnam

To establish an FDI company, investors need to prepare a standardized set of legal documents for the two core licensing steps:

  • Application for the Investment Registration Certificate (IRC): Includes the Investment project proposal; a notarized copy of the passport (for individual investors); legal-entity documents consularized at the Vietnamese Embassy/Consulate in the home country (for corporate investors); a bank account balance confirmation to prove financial capacity; and a lawful office/premises lease contract (foreign direct investment vietnam)
  • Application for the Enterprise Registration Certificate (ERC): Includes the company Charter, the list and information of the legal representative, and the information of the Chief Accountant or the Person in charge of accounting.

Important note: Consular legalization of foreign documents usually takes 14–30 days, so it should be carried out within 30 days before the filing date. Reference processing times: the IRC takes approximately 5–6 weeks, and the ERC approximately 1–2 weeks after the IRC is issued (not including the time for inter-agency consultation and explanation for conditional business lines). After receiving the ERC, the investor must complete the full contribution of charter capital within 90 days through the Direct Investment Capital Account (DICA) and keep complete money-transfer documents.

1.2. Exit Planning for Foreign Direct Investment Vietnam

Under Articles 207–208 of the 2020 Law on Enterprises, the prerequisite for a company to dissolve is that it must settle all debts and other financial obligations. The dissolution and capital withdrawal process includes the main legal steps:

  1. Pass the Resolution on company dissolution (foreign direct investment vietnam)
  2. Finalize taxes and complete the procedure to terminate the validity of the tax code with the tax authority.
  3. Carry out the procedure to terminate the investment project with the investment registration authority (under the 2025 Law on Investment, effective from 01/03/2026).
  4. Liquidate the company’s assets.
  5. Remit all remaining capital and lawful profits abroad through the DICA account, then close the account.

In practice, the dissolution procedure usually takes several months, of which the tax inspection and finalization stage is the most time-consuming. Maintaining standardized accounting books, financial statements audited by an independent auditor, and complete capital-contribution documents over the years is the key factor that significantly shortens the time for tax inspection and capital withdrawal.

2. Profit Remittance from Foreign Direct Investment Vietnam

An FDI company is entitled to lawfully remit profits abroad periodically each year after the end of the financial year, provided that it has submitted the audited Financial Statements and the CIT finalization return and has fulfilled all tax obligations to the Vietnamese State (including taxes, late-payment interest or penalties, if any). A company is strictly not permitted to remit profits if its Financial Statements still show accumulated losses, even if the current year generates a profit (under Circular 186/2010/TT-BTC) (foreign direct investment vietnam)

In terms of documents and procedures, the company needs to prepare the Decision on profit distribution of the Owner / Members’ Council together with the corresponding Meeting Minutes. In addition, the company must send a written notice to the managing tax authority at least 07 working days before making the transfer (using the form under Circular 186/2010/TT-BTC).

The transfer must be made through a DICA account opened at a licensed commercial bank (under Circular 06/2019/TT-NHNN). The bank will review a file that includes: the audited Financial Statements, the CIT finalization return, tax payment documents, and the Resolution on dividend distribution (foreign direct investment vietnam)

On tax policy: Profits distributed to a parent company that is a foreign organization are currently not subject to withholding tax at source; where the investor is a foreign individual, Personal Income Tax (PIT) applies at a rate of 5% on the profit received.

foreign direct investment vietnam

Learn More About Our Business Setup Services

3. Tax Framework for Foreign Direct Investment Vietnam

FDI companies in Vietnam need to grasp the following main types of taxes:

Value Added Tax (VAT)

The standard VAT rate is 10%, with a reduced 8% rate available for eligible goods and services until 31 December 2026. Certain sectors are excluded. Businesses should verify applicable rates and meet input VAT deduction requirements.

Corporate Income Tax (CIT)

The standard CIT rate is 20%. Eligible businesses may qualify for 15% or 17% rates based on revenue and applicable conditions. Qualifying investment projects in incentivized sectors or locations may receive preferential rates of 10% or 17%, alongside tax exemptions or reductions.

Personal Income Tax (PIT)

Vietnamese tax residents are subject to progressive PIT rates of 5%–35% on employment income, while non-residents generally pay 20% on employment income sourced in Vietnam. Tax obligations depend on residency status, taxable income, deductions, and applicable tax treaties.

Foreign Contractor Tax (FCT)

FCT generally applies to payments made to foreign contractors for services, royalties, interest, and other Vietnam-sourced income, subject to applicable exemptions. Under the direct method, VAT rates generally range from 2%–5% and CIT rates from 0.1%–10%, depending on the transaction.

a. Related-Party Rules in Foreign Direct Investment Vietnam

Transactions arising between an FDI company and its Parent Company or related parties within the group (such as management fees, brand royalty fees, loan agreements, or purchases and sales of goods/services) must comply with the market-price principle (Arm’s Length Principle).

The company is obliged to fully declare the Appendices on related-party transaction information attached to the CIT finalization return, and to prepare and retain the Transfer Pricing Documentation in accordance with Decree 132/2020/ND-CP.

(Details of the filing schedule and tax compliance are presented in the articles Vietnam tax compliance FDI and Tax services in Vietnam.)

4. Immigration and Residency for Foreign Direct Investment Vietnam

For foreign direct investment in Vietnam, immigration and residency planning should be coordinated with company establishment, particularly when foreign investors or managers intend to work and reside in the country long term.

  • Visas & Temporary Residence Cards (TRC): A business visa (DN) or E-visa is suitable only for market survey and short-term work purposes and is not a substitute for a long-term residence permit. Investor visas are classified by the value of capital contribution (Law 47/2014/QH13, amended by Law 51/2019/QH14 and Law 23/2023/QH15):
    • Category ĐT1 (Capital contribution of VND 100 billion or more): Eligible for a Temporary Residence Card (TRC) with a maximum term of 10 years.
    • Category ĐT2 (Capital contribution from VND 50 billion to under VND 100 billion): Granted a TRC with a maximum term of 5 years.
    • Category ĐT3 (Capital contribution from VND 3 billion to under VND 50 billion): Granted a TRC with a maximum term of 3 years.
    • Category ĐT4 (Capital contribution under VND 3 billion): Granted only an investor visa with a maximum term of 12 months, and not eligible for a TRC.

>>> Read more details in the article: Vietnam Visa, Work Permit and TRC: A Guide for Foreign Investors.

  • Work Permit (WP): Owners and capital-contributing members of a Limited Liability Company, or the Chairperson/Members of the Board of Directors of a Joint Stock Company with a capital contribution value of VND 3 billion or more, are exempt from the Work Permit. Where the capital contribution is under VND 3 billion, the procedure for issuing a WP is still mandatory (under Decree 219/2025/ND-CP, effective from 07/08/2025). Other foreign experts and managers must all have a WP before officially starting work.
  • Legal representative: The company must ensure that it always has at least 01 Legal Representative residing in Vietnam (Article 12 of the 2020 Law on Enterprises). In addition, foreign personnel need to register for Electronic Identification (VNeID) Level 2 (which usually requires holding a TRC) to carry out online transactions and administrative procedures. Investors should clearly plan their actual time of presence in Vietnam before deciding to appoint personnel to this position. 

>>> See also the article: Legal representative for FDI company

5. Workplace Culture and Foreign Direct Investment Vietnam

Beyond legal and financial planning, successful foreign direct investment in Vietnam also depends on understanding local workplace culture, communication practices and employee expectations.

  • Respect for hierarchy & communication etiquette: The working culture in Vietnam values titles, positions and length of service. Politeness in communication, greetings and work emails with superiors is the foundation for building trust quickly.
  • Team spirit & preserving harmony: Important decisions are usually made after consulting the team in order to reach a common consensus. Subordinate staff tend to be reluctant to directly challenge the opinions of managers in group meetings. The answer “Yes” sometimes means “information received” rather than fully meaning agreement; managers should proactively confirm the details in writing or ask open-ended questions.
  • Standardizing operating procedures: Vietnamese personnel have a fast and flexible ability to adapt. However, to ensure consistent work quality, companies should set up a system of Standard Operating Procedures (SOP), transparent KPIs and clear approval authority levels from the very beginning (foreign direct investment vietnam)
  • Staff development & work-life balance: The young workforce is very eager to learn; building a clear training and promotion path is an effective way to retain talent. In addition, companies generally value the balance between work and life (work-life balance), limit communication outside working hours and maintain the culture of a lunch break at the office.

Operational implementation note: Important agreements are usually most effective when discussed directly or through fast communication channels (phone, Zalo). Work progress tends to slow down during the Lunar New Year (Tet) holiday, so investors need to proactively factor this into the schedule. In addition, terms on Gross/Net salary, mandatory Social Insurance and the 13th-month bonus (a market practice, not required by law) need to be recorded transparently in the Offer Letter and the Labor Contract.

6. How Vina TPT Supports Foreign Direct Investment Vietnam

Vina TPT supports foreign direct investment in Vietnam throughout the entire investment lifecycle, from legal structuring and company establishment to ongoing compliance, profit remittance and eventual exit.

  • Entry stage: Advice on optimizing the legal ownership structure; drafting and filing the IRC application (5–6 weeks) and the ERC application (1–2 weeks); providing the Vina TPT Shared Office solution as a lawful business registration address for clients using the company establishment service.
  • Operating stage: Providing a full package of VAS Accounting, Tax, Payroll management & Social Insurance, Transfer Pricing Documentation advisory, Visa / WP / TRC procedures, and preparation of the lawful profit-remittance file to the Parent Company.
  • Exit stage: Carrying out the full company dissolution procedure – tax finalization, closing the tax code, terminating the investment project, remitting the remaining capital abroad; advising on M&A transactions and transfers of capital contribution.

Built on more than 20 years of experience accompanying more than 500 corporate clients, Vina TPT’s team of experts holding CPA and ACCA certificates and Lawyer qualifications communicates fluently in English, Japanese, and is ready to support investors in managing risks in every respect.

book a free consultation

Company Formation, Lasted News

Company Registration Consultants in Vietnam for Foreign Investors

Posted on by VINA TPT
company registration consultants

company registration consultants

When deciding to expand business activities and establish a company in Vietnam, seeking a professional company registration consultants firm is an important strategic step for international investors. What founders and FDI managers truly need is not only a unit that supports document filing, but a consulting partner capable of ensuring the file is accurate from the first submission, establishing a clear timeline, minimizing the requirement for physical presence in Vietnam, and being ready to take over the entire post-licensing legal and accounting procedures.

This article details Vina TPT’s professional working method when accompanying foreign investors through the FDI company registration process: clearly defining the client’s preparation obligations, the advisory firm’s execution responsibilities, and the practical implementation timeline.

1. How Vina TPT Works as Your Company Registration Consultants

To ensure the company registration Vietnam process proceeds smoothly and according to commitment, Vina TPT establishes a transparent division of work between the Investor and the Advisory Firm:

Investor’s Responsibilities

The investor is responsible for providing the original legal documents from the country of origin:

  • Personal / Legal-entity documents: A notarized copy of a valid passport (for individual investors) or Certificate of Incorporation / extract of parent company information that has been consularized at the Vietnamese Embassy/Consulate in the home country (for corporate investors).
  • Proof of financial capacity: A bank account balance confirmation of the investor corresponding to the registered capital.
  • Operational description: A detailed description of the business model, the list of intended products/services, and the target customer segment.

Vina TPT’s Execution

Vina TPT takes over all technical stages and procedural representation in Vietnam:

  • Reviewing VSIC industry codes, checking the maximum foreign ownership ratio, and market-access conditions.
  • Drafting in detail the investment project proposal and the application file for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
  • Representing the client in working with the licensing authority, filing documents, and proactively handling additional explanation requests.

Operational note: Information about the Chief Accountant or the person in charge of accounting must be registered in the file submitted to the business registration authority. Most filing and explanation steps can be authorized to Vina TPT; however, the stage of opening a commercial bank account requires the Legal Representative to be physically present.

>>>> Investors can refer to the detailed division of responsibilities in the article Documents Required (IRC-ERC) for Vietnam Company Registration

company registration consultants

2. Why Foreign Investors Choose Vina TPT

Save Time and Minimize Application Revisions

Vina TPT’s specialist team works directly with and tracks files at the Department of Planning and Investment as well as the Management Boards of Industrial Parks/Economic Zones. Thanks to a deep understanding of practical operational requirements – especially the points that state authorities frequently request explanations for, such as industry details, registered office location, or financial capacity – we standardize a complete file from the first submission, eliminating the risk of multiple rounds of file returns.

Get an Investment Setup Tailored to Your Business Model

With more than 20 years of specialized experience in FDI investment advisory and a network of more than 500 corporate clients from Japan, Germany, Taiwan, the United States, the United Kingdom, Singapore…, Vina TPT possesses superior practical capability. We do not apply generic file templates; instead, we conduct thorough reviews to accurately map ownership conditions and sub-licenses that best suit each specific business model.

Working in English, Japanese and Chinese

Our consulting team communicates fluently in English, Japanese, and Chinese. Founders and foreign managers who do not yet reside in Vietnam can still easily track progress, assess risks, and receive detailed reports in their own working language.

2.4. Registered Address at Vina TPT Shared Office

For companies newly entering the market that have not yet leased fixed premises, Vina TPT provides a legal business registration address solution at Vina TPT Shared Office in central Ho Chi Minh City. The service provides a full office lease contract and building legal documents for filing the IRC/ERC application, integrated with professional reception and meeting-room services, while remaining flexible for conversion to a Private Office when headcount expands.

>>>> Learn more about the premises solution in the article Shared Office Solutions for FDI Companies in Vietnam

Explore Vina TPT’s Company Registration Consulting Services

2.5. One Partner from ERC to Daily Compliance

Vina TPT is an end-to-end partner accompanying the company throughout from formation to daily operations. Immediately after receiving the ERC, we activate the mandatory post-licensing procedure chain:

  • Engrave the legal-entity seal.
  • Register the electronic digital signature (Token/HSM).
  • Complete initial tax registration and activate the company’s VNeID account.
  • Guide the opening of the Direct Investment Capital Account (DICA) and monitor capital contribution within the 90-day deadline.

At the same time, Vina TPT takes over the entire VAS-standard accounting, tax, Chief Accountant appointment, payroll management, social insurance, and processes Visa, Work Permit, and Temporary Residence Card (TRC) procedures for foreign staff.

3. FDI Company Registration Timeline with Vina TPT

The standardized FDI company registration implementation timeline with Vina TPT is divided into the following specific milestones:

  1. Pre-Filing Stage (Finalize location & documents): Survey the location, sign the office lease contract (using the client’s own premises or Vina TPT Shared Office service), and standardize the consularized document set (consular legalization in the home country usually takes 14-30 days; it is recommended to complete it within 30 days before filing).
  2. Investment Registration Certificate (IRC) issuance stage: Approximately 5 – 6 weeks from the date a complete valid file is submitted.
  3. Enterprise Registration Certificate (ERC) issuance stage: Approximately 1 – 2 weeks after the IRC is officially issued.

(Note: The above timeline applies to ordinary sectors and does not include the time required for opinion/explanation requests from relevant ministries and agencies for conditional business sectors.)

4. Who Our Company Registration Service Fits

The process of entering the Vietnamese market requires high legal accuracy, optimization of licensing time, and a solid compliance foundation from the very first day. Vina TPT’s end-to-end FDI company formation advisory service is specifically designed to fully meet the needs of four strategic investor groups:

  • International individual investors: Founders opening a company in Vietnam for the first time often face difficulties because they do not fully understand the document sequence, industry conditions, and the tasks that must be completed immediately after the ERC. With comprehensive support from business model review, document drafting, and IRC/ERC filing through to handover of the tax and banking steps, we help you gain an overview of the entire process, avoid incorrect sequencing, and optimize time to receive results faster.
  • Companies that want accuracy, compliance, and peace of mind from the start: Companies that need a legal registered address, a complete file on the first submission, and a transparent process so they do not have to handle multiple rounds of supplementation. We focus on checking ownership conditions, sub-licenses, and document consistency before filing, helping the company operate in compliance from the day the ERC is received.
  • Multinational corporations: Entities that need a single point of contact (Single Point of Contact) to manage the entire process from formation legal work through to accounting, tax, and labor compliance. Vina TPT handles everything from finalizing the company structure and filing documents to post-licensing support, allowing overseas management to track progress without coordinating multiple different providers.
  • Investors in trading, manufacturing, services, and technology sectors: Including companies operating in import-export, distribution, consumer goods manufacturing, consulting services, information technology, F&B, and sectors requiring sub-licenses. We support accurate industry code mapping, determination of foreign ownership conditions, and preparation of documents suitable for each specific business model.

Conclusion

Choosing reputable company registration consultants such as Vina TPT is the guarantee that helps international investors master the legal roadmap – from industry review, drafting and filing the IRC/ERC application, providing a business registration address, to handing over a tax system and bank account ready for operation.

Contact us today and provide information on your intended business sector together with your investor model (Individual or Organization). Vina TPT’s specialist team will analyze in detail and send you the document checklist and an accurate implementation roadmap completely free of charge.

BOOK A FREE CONSULTATION

company registration consultants

Company Formation

Company Setup in Vietnam: 6 Mistakes FDI Founders Avoid

Posted on by VINA TPT
Company-Setup-in-Vietnam-6-Mistakes-FDI-Founders-Avoid

Company-Setup-in-Vietnam-6-Mistakes-FDI-Founders-Avoid

Based on our practical experience advising foreign investors, many delays in the company setup in Vietnam process begin long before the application reaches the investment registration authority. They stem from inaccurate decisions made earlier: choosing the wrong form of legal presence, registering business-line codes before checking foreign-ownership conditions, locking in an unsuitable capital level, or leaving foreign legal documents until close to the filing date before starting consular legalization.

This article from Vina TPT will not repeat the entire theoretical process of applying for the IRC and ERC. If you need to review the detailed list of documents, forms, and the file-preparation procedures from both the investor’s side and the advisory firm’s side, please see the article: Documents Required (IRC-ERC) for Vietnam Company Registration.

Within the scope of this article, we focus on analyzing 6 practical mistakes that foreign investors (FDI founders) must absolutely avoid before and immediately after company formation, accompanied by a checklist to help you review accurately before officially submitting the file.

Mistake 1 – Choosing the Wrong Business Structure for Company Setup Vietnam

A Representative Office (RO) and a foreign-invested company (FDI company) are designed for two completely different operational objectives. A Representative Office is only suitable for liaison activities, trade promotion, and market research within the scope permitted by law. It is absolutely not a legal structure for conducting direct business activities, signing commercial contracts, selling goods, issuing VAT invoices, or recording revenue in Vietnam.

If the investor’s objective is to generate revenue and operate an actual business, establishing an independent legal entity is mandatory. In that case:

  • Limited Liability Company (LLC): This is the most popular and flexible structure for the majority of small and medium-sized FDI companies (owned by 1 member or by 2 to 50 members), with limited liability and a lighter governance structure than a Joint Stock Company.
  • Joint Stock Company (JSC): Suitable for large-scale projects that require a structure of 3 or more shareholders and that plan to raise capital, offer shares, or list in the future.

Investors need to finalize the commercial model and legal structure before preparing the document set abroad. Changing the company type after documents have already been translated and notarized will force you to redo the entire process from the beginning.

Mistake 2 – Ignoring Foreign Ownership Rules During Company Setup Vietnam

One of the most common mistakes during company setup in Vietnam is selecting business-line codes (VSIC) based solely on their names without first checking the applicable foreign ownership and market-access conditions. The correct process requires the investor to clearly determine what products/services the company sells, to whom it supplies them, and under what operating model.

Wholesale, direct retail to end consumers, consulting services, pure import-export, or F&B operations – each model leads to completely different market-access conditions, maximum foreign-ownership limits, and specialized sub-license requirements.

Failing to carefully check market-access conditions before filing will lead to the risk of the file being suspended during appraisal, or the state authority requesting opinions from relevant ministries and agencies, extending the licensing timeline by many additional months. Sending a description of the business model to the advisory firm for a legal-condition review before drafting the file is the most important step to optimize the FDI company setup process.

Mistake 3 – Setting Capital Without a Realistic Business Plan (company setup vietnam)

When planning company setup in Vietnam, foreign investors should determine their charter capital and investment capital based on actual business needs rather than simply choosing the lowest possible amount. Except for certain sectors that require statutory capital under separate regulations, Vietnamese law generally does not prescribe a common minimum capital level for all industries. However, the registered capital must be reasonable and commensurate with the project scale, premises rental costs, headcount, and the plan to sustain actual operating cash flow.

A registered capital level that is too low relative to actual operating costs will cause the investment registration authority to doubt financial capacity and request transparent explanations. In addition, the investor’s proof of financial capacity (bank balance confirmation / financial statements) must match 100% with the committed capital contribution amount.

After formation, the company is required to contribute 100% of the charter capital within 90 days from the date the ERC is issued (or according to the schedule recorded on the IRC). If capital contribution is delayed beyond the prescribed 90-day period, the company will face serious administrative fines, late-payment interest, and a high risk that the business registration authority will revoke the Enterprise Registration Certificate. Therefore, the registered capital level must be determined based on the actual business plan and funding plan, rather than based solely on initial setup costs.

Mistake 4 – Starting Consular Legalization Too Late 

Consular legalization is the legal process in the country of origin that takes the most time, yet it is often started too late by investors. To keep the file from being interrupted, preparation responsibilities must be carried out in parallel between the investor and the advisory firm:

Party responsible

Scope of work and documents

Investor

 Prepare original documents abroad: Passport (individual) or Certificate of Incorporation / Charter / Appointment decision (parent company), financial statements or bank balance confirmation. Carry out consular legalization at the Vietnamese Embassy/Consulate in the home country (ideally within 30 days before filing).

Advisory firm (Vina TPT)

 Draft the domestic file: Investment project proposal, company charter, enterprise registration forms, and registered office address contract. Receive the consularized originals to perform notarized judicial translation into Vietnamese.

The most critical factor at this step is consistency. Full name, passport number, enterprise registration number, permanent address, parent company name, and registered capital must be accurate and match 100% across all translated pages and state-filing forms. Even a small character discrepancy between the passport and the bank balance confirmation is enough for the file to be returned, generating many additional weeks of processing.

Explore Vina TPT’s Company Formation Services

Mistake 5 – Choosing a Business Address Before Checking Its Legal Eligibility

A location that is suitable for working in practice is not necessarily a legally eligible address for registering the head office or the project implementation site. Before placing a deposit or signing a long-term lease, the investor must check the land/building use purpose of the landlord, the right to sublease, and the accompanying legal file. Residential apartments or collective housing are strictly not permitted to be used as a registered business office.

If the investor does not need a traditional office right from the initial stage, a shared office / serviced office that fully meets legal conditions is the optimal option: it already has a legal lease contract, a central business registration address, and can easily be upgraded to a private office when headcount expands.

Reviewing the legal status of the address before paying a deposit helps the company eliminate one of the most common and costly company setup mistakes in Vietnam.

Mistake 6 – Assuming Company Setup Vietnam Ends with the ERC

This is the most serious and most frequent mistake for investors entering the market for the first time. The Enterprise Registration Certificate (ERC) only establishes the company’s independent legal-entity status in theory. Receiving the ERC does not mean that the company’s operational, financial, and tax-compliance systems are ready to go into operation.

Immediately after receiving the ERC, the company must activate the post-licensing legal procedure chain:

  1. Issue the decision appointing the Chief Accountant and engrave the legal-entity seal.
  2. Open the Direct Investment Capital Account (DICA) and the VND current account at a commercial bank.
  3. Purchase a digital signature (CA Token) and activate the company’s VNeID electronic identity.
  4. File the initial tax registration with the directly managing tax office.
  5. Register and activate the e-invoice template before any sales transactions or the first invoice is issued.
  6. Open the VAS-standard accounting book system, register a social insurance unit code, and process Work Permit / Temporary Residence Card (TRC) procedures for foreign staff.
  7. Fulfill the obligation to file periodic investment project implementation reports.

(The detailed 30-day sequence for setting up the tax-compliance system after formation is presented in the article “Tax Registration Requirements After Your Business Setup Vietnam”.)

A Practical Pre-Filing Checklist for FDI Company Setup Vietnam

Below is a comprehensive checklist for founders to review before officially submitting the investment registration file:

  • Business Model Defined: Clearly describe the business model (what goods/services are sold, to whom, and how operations are conducted).
  • Legal Structure Selected: Choose the correct legal-entity form (LLC or JSC; do not use an RO if the objective is to generate revenue).
  • Market Access Checked: Accurately check the foreign-ownership ratio and accompanying sub-licenses.
  • Capital Plan Aligned: Registered capital matches the 6–12 month operating budget and a capital-contribution cash-flow plan within 90 days is in place.
  • Foreign Documents Legalized: Foreign documents have been consularized (within the 30-day validity window) and 100% information consistency has been checked.
  • Address Legally Reviewed: The head-office address has had its legal file reviewed before the lease contract is signed or a deposit is placed.
  • Post-ERC Compliance Ready: A roadmap and budget have been prepared for the Chief Accountant, DICA account opening, digital signature, VNeID, and e-invoice.

Company-Setup-in-Vietnam-6-Mistakes-FDI-Founders-Avoid

How Vina TPT Supports Your Company Setup Vietnam

At Vina TPT, our company setup in Vietnam services go beyond preparing and submitting IRC/ERC applications. We help foreign investors identify potential legal and operational risks before filing and prepare for the compliance requirements that follow incorporation. Based on more than 20 years of practical experience in FDI investment advisory, VAS accounting, and corporate legal services, Vina TPT accompanies investors through an end-to-end implementation process:

  • Business Model & Market-Access Advisory: Analyze the actual business model to determine the optimal legal structure (LLC/JSC), the allowable VSIC industry codes, the foreign ownership ratio, and the list of accompanying sub-licenses. We immediately indicate if a Representative Office (RO) does not meet the objective of recording revenue.
  • Legalization & Dossier Preparation: Prepare the list of original documents that need to be prepared (passport/parent company documents, proof of financial capacity), guide consular legalization and notarized translation. In parallel, Vina TPT drafts the domestic file and reviews 100% information consistency across all documents.
  • Business Address Setup: Support a legally eligible shared-office solution to attach to the registration file, or review the legality of the premises contract if the investor already has a private office.
  • IRC & ERC Support: Represent the client in filing the application and work with state authorities until the original IRC and ERC are handed over. The investor does not need to appear continuously; the execution timeline is only 3-6 weeks once the original file has been fully legalized.
  • Post-Setup Compliance: Hand over the full post-licensing procedure package: seal, digital signature, initial tax registration, Chief Accountant appointment, DICA account opening and guidance on capital contribution within the 90-day deadline, e-invoice registration, VAS bookkeeping setup, and periodic FDI investment reporting.

Vina TPT’s objective is to eliminate all risks of timeline delays right before the file is submitted – from industry codes, capital structure, and registered office address to the accuracy of foreign documents.

BOOK A FREE CONSULTATION

 

Company Formation, Lasted News

Company Formation in Vietnam: 7 Practical Tips for Foreign Investors

Posted on by VINA TPT
Company-Formation-in-Vietnam-7-Practical-Tips-for-Foreign-Investors

Company-Formation-in-Vietnam-7-Practical-Tips-for-Foreign-Investors

In our practical experience providing FDI investment advisory services, we have seen company formation in Vietnam files approved and completed in as little as 2-3 weeks. Conversely, quite a few cases drag on for more than two months because business lines must be added repeatedly, the registered office address must be changed, or all foreign legal documents must be retranslated. This large difference in processing time usually does not come from the state authorities, but from the order and method in which the investor prepares the file before submission.

Drawing on our experience accompanying hundreds of FDI companies that have successfully entered the market, Vina TPT has compiled the following 7 practical tips. The first five points will help your licensing file follow the correct path from the first submission. The next part clarifies the mandatory legal obligations that must be activated immediately upon receiving the ERC, and the final part explains how Vina TPT accompanies you from business model design through to sustainable compliant operations.

1. Check the Business Activities Before Preparing Any Documents

The decisive first step in the FDI company formation process is to identify and accurately describe the actual business model the company will operate in Vietnam, before proceeding with the legalization of foreign documents or drafting the registration file.

It is necessary to clearly distinguish between the “business activity you want to do” and the “business lines that can be registered.” An actual business model may include wholesale, direct retail to end consumers, consulting services, import-export, or F&B operations that serve alcoholic beverages. Each way of describing the activity and its scope will determine completely different market-access conditions, foreign ownership limits, conditional sectors, and sub-licenses.

Investors should provide a detailed description of the business model to the advisory firm before proceeding with the translation or legalization of any document. This description needs to clarify:

  • Products & Services: The specific goods to be traded, or the solutions/services to be provided (for example: software, management consulting, logistics services, industrial equipment).
  • Commercial structure and distribution channels: Whether operations follow a wholesale (B2B) model, direct retail to end consumers (B2C), e-commerce, pure import-export, or cross-border service provision.
  • Operational specifics: The location where services are provided, warehouse scale, or special factors such as serving alcoholic beverages in an F&B model, trading conditional goods, or requirements for specialized premises.

Based on this detailed information, the specialist team will review the VSIC industry codes and accurately determine the market-access conditions, foreign ownership ratio, and list of accompanying sub-licenses. This review helps establish an accurate document list from the outset and completely eliminates the risk of having to adjust documents, retranslate, or provide additional explanations midway.

2. Choose a Capital Level That Matches the Actual Business Plan

The question “What is the minimum capital required to set up a company in Vietnam?” usually does not produce a useful answer. Except for certain financial, banking, or real-estate fields that require statutory capital, most service and trading sectors in Vietnam do not prescribe a fixed minimum charter capital. Nevertheless, the registered capital must be commensurate with the project scale, headcount, office rental costs, and the plan to sustain operations for the first 6-12 months. Registered capital that is too low relative to premises and inventory costs will cause the investment registration authority to request transparent explanations.

In addition, investors must tightly manage the capital contribution timeline: the mandatory legal deadline is within 90 days from the date the ERC is issued (or according to the disbursement schedule clearly stated on the IRC). If capital contribution is delayed beyond the prescribed 90-day period, the company will face serious administrative fines, late-payment interest, and a high risk that the business registration authority will revoke the Enterprise Registration Certificate.

Preparing a detailed operating budget for the first 6-12 months before finalizing the charter capital and investment capital is a necessary step. The capital contribution cash flow transferred from a personal account or the parent company’s overseas account into the Direct Investment Capital Account (DICA) in Vietnam needs to be planned in advance, to avoid the situation where the company waits until the bank account is opened before starting to arrange the funds.

3. Secure the Business Address Before Filing the Application

A location that is “available to rent” in practice is not necessarily a legally eligible address for company registration. The building used as the registered office must have the correct commercial/office function, the lease contract must fully meet the conditions for filing, and the legal documents of the premises must match exactly in name, administrative address, and area with the project description. Residential apartments or collective housing are strictly prohibited from being used as company headquarters.

For newly established FDI companies, using a shared office is a more optimal solution than leasing a traditional office: it provides a legal lease contract, a central business registration address, reception services, cost savings in the first year, and the flexibility to upgrade to a private office when headcount increases.

Investors should request the landlord to provide complete legal documents of the premises (construction permit, land/building use right certificate, sublease contract) so that the advisory firm can review them before a long-term deposit is placed. Changing the registered office address midway is one of the main reasons why a Vietnam company formation file is rejected or returned.

Explore Vina TPT’s Shared Office Services

 

4. Prepare Foreign Documents Correctly the First Time

The requirements for original documents issued abroad differ clearly between two groups of investors:

  • Individual investors: A valid passport and a bank balance confirmation (proof of financial capacity) showing a balance equivalent to the committed capital contribution.
  • Corporate investors (parent company): Certificate of Incorporation, company charter, most recent audited financial statements, decision appointing the representative, and the representative’s passport.

All documents issued abroad must go through the following process: Consular legalization at the Vietnamese Embassy/Consulate in the home country → notarized translation into Vietnamese in Vietnam → consistency check of the data.

These legal documents should be issued and consularized close to the filing date (ideally within 30 days) to avoid the investment registration authority requesting explanations or rejecting them as outdated. Most importantly: the full name, passport number, permanent address, parent company name, and registered capital must be 100% consistent on every page of the documents. A small character discrepancy between the passport and the bank balance confirmation is enough to interrupt the entire foreign company setup Vietnam process.

Explore Vina TPT’s Company Formation Services

5. Name the Chief Accountant When You File, Not After

Many investors mistakenly believe that they only need to look for accounting staff once the company is officially operating. In reality, at the time of filing the FDI company registration application (ERC), the information of the Chief Accountant (or the person in charge of accounting) already needs to be declared in the legal file. Immediately afterward, commercial banks in Vietnam will also mandatorily require the presentation of the Chief Accountant appointment decision before agreeing to open the Direct Investment Capital Account (DICA) and the current account.

Proactively confirming a professional accounting service provider right from the pre-formation stage helps the company complete the initial registration file smoothly. Using an outsourced Chief Accountant service together with a tax compliance package is the option chosen by the majority of FDI companies, ensuring legal continuity and data responsibility from the first day of licensing.

Company-Formation-in-Vietnam-7-Practical-Tips-for-Foreign-Investors

6. What to Line Up After the Company Is Formed

Receiving the Enterprise Registration Certificate (ERC) is only the starting point of putting the company into operation. Here is the list of mandatory post-formation procedures that investors need to budget for and implement immediately:

  • Open bank accounts and contribute capital: Open the Direct Investment Capital Account (DICA) and the VND current account. The bank will require the Legal Representative’s visa/TRC and the Chief Accountant appointment decision. Transfer 100% of the charter capital within the 90-day deadline.
  • Activate initial legal and tax formalities: Engrave the company seal, purchase a digital signature (CA Token), register the company’s VNeID electronic identity account, and complete the initial tax registration file with the directly managing tax office.
  • Register e-invoices: Complete registration to use tax-authority-coded electronic invoices before issuing the first sales or service invoice.
  • VAS accounting books and personnel: Set up the accounting book system under VAS standards; register a social insurance unit code if hiring employees; apply for Work Permits and Temporary Residence Cards (TRC) for the founder/foreign specialists.
  • Mandatory FDI investment reporting: File periodic project implementation reports as required by the Law on Investment.

7. Why You Should Partner with a Trusted Advisory Firm 

The process of establishing and operating an FDI company in Vietnam requires a deep understanding of the investment legal system and local administrative practice. Partnering with a reputable advisory firm such as Vina TPT helps international investors optimize licensing time, proactively eliminate risks, and establish a solid compliance system from the outset, based on more than 20 years of practical experience:

  • Market and industry-code review (Pre-Filing Stage): Analyze the actual business model, assess market-access conditions, advise on company type (LLC/JSC), optimal capital structure, and accurately map VSIC industry codes.
  • Document guidance and consular legalization: Provide an accurate list of original documents and check 100% information consistency of foreign documents before proceeding with consular legalization and judicial notarized translation.
  • Registered office address solution (Shared Office): Provide a legal business registration address at central locations in Ho Chi Minh City, with a full lease contract and building legal documents to attach to the state filing.
  • End-to-end company formation representation (Licensing Stage): Represent the client in filing the application, providing explanations, and working directly with state authorities to hand over the original IRC and ERC on schedule.
  • Post-licensing operational and compliance ecosystem (Post-Setup Ecosystem): Vina TPT provides a comprehensive operating solution so investors can focus entirely on business development with peace of mind: Accounting & Tax (VAS), Account opening & cash flow, Personnel & labor legal matters, FDI compliance reporting.

Do not let language barriers and administrative procedures delay your market-entry plan. You only need to provide the intended business model and operating plan. Vina TPT’s team of specialists will analyze and prepare a complete execution roadmap completely free of charge.

BOOK A FREE CONSULTATION

Company-Formation-in-Vietnam-7-Practical-Tips-for-Foreign-Investors

Company Formation, Lasted News

Vietnam Company Incorporation: Our Role & Your Preparation 

Posted on by VINA TPT
vietnam-company-incorporation-what-we-handle-and-what-you-need-to-prepare

vietnam-company-incorporation-what-we-handle-and-what-you-need-to-prepare You need a partner who carries out Vietnam company incorporation in full compliance with the law and in the correct document sequence. However, before cooperation begins, the most important thing is for the investor to clearly understand which part of the work you must prepare and which part the advisory firm will be responsible for drafting, filing, and tracking. Clearly defining this boundary helps founders avoid missing original documents and stay in control of the timeline without wasting time waiting for the advisory firm to handle tasks that depend on decisions from the investor’s side.

Drawing on our experience as an investment advisory firm, we explain how Vina TPT manages the Vietnam company incorporation process, what documents investors need to prepare, and how both parties coordinate from business activity planning and IRC/ERC filing to post-licensing procedures.

1. Confirm the Entity and Sector Before Any Filing

The first step in Vietnam company incorporation is to determine the appropriate legal structure and registered business activities before preparing the application documents. A Limited Liability Company is the optimal and most common choice when the investor wants to sell goods, provide services, and issue VAT invoices in Vietnam. A Joint Stock Company is more suitable when you plan to raise capital or gather multiple shareholders from the outset. Note that a Representative Office (RO) cannot replace a newly established company if your objective is to record revenue directly in Vietnam.

In parallel, Vina TPT will review market-access conditions: whether the sector allows 100% foreign ownership, whether a sub-license is required, and whether the capital contribution scale is commensurate with the operating model.

To receive accurate advice and the most optimal solution, the investor needs to describe their business plan clearly:

  • If trading: Do you plan to wholesale or retail to end consumers? What are the specific products? Will you conduct import-export activities or only domestic distribution?
  • If operating F&B or services: Where do you plan to open the location? Will you sell alcohol, beer, tobacco, or accompanying entertainment services? vietnam company incorporation 

The more detailed the information you provide, the more streamlined and focused the list of next steps Vina TPT provides, ensuring the company both complies with the law and operates commercially smoothly right after licensing.

2. IRC and ERC Licensing: Clear Division of Work and Timelines

The process of filing for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) requires a clear division of work between the investor and Vina TPT to ensure the licensing timeline proceeds accurately according to plan.

Investor’s responsibilities (Your Part)

The investor is responsible for preparing the input information and the original legal documents from the country of origin:

  1. Detailed business information and plan: Provide a specific description of the products, services, commercial model, target market, and capital utilization plan. This is the core basis for Vina TPT to prepare the investment project proposal and register the appropriate industry codes.
  2. Legal-entity / personal documents (already consularized): A copy of a valid passport (for individual investors) or Certificate of Incorporation / extract of parent company information (for corporate investors). All documents issued by foreign authorities must be notarized and consularized at the Vietnamese Embassy/Consulate in the home country before being sent to Vietnam.
  3. Proof of financial capacity (already consularized): Audited financial statements for the most recent 2 years (for the parent company) or a bank account balance confirmation of the investor showing a balance corresponding to the registered capital. These documents must be consularized together with the legal-entity file to ensure validity when submitted to the investment registration authority.

Vina TPT’s responsibilities (Our Part)

Vina TPT is responsible for all technical stages, translation, and coordination with the Department of Finance in Vietnam:

  • Drafting in detail the full IRC and ERC application file, the investment project proposal, the company charter, standard registration forms, and the office lease contract (in the case of using an address provided by Vina TPT).
  • Performing judicial notarized translation into Vietnamese for all foreign documents as soon as the consularized originals are received.
  • Representing the client in working with, filing documents, proactively providing explanations, and handling supplementary rounds with the Department of Planning and Investment (or the Management Board of the Industrial Park/Economic Zone).

Implementation process and reference timeline

  • Procedure sequence: File and receive the IRC first (investment project approval), then file and receive the ERC (legal-entity establishment). Where the project meets market-access conditions under the Law on Investment 2025, the processing can be optimized according to the latest operational guidance.
  • Reference timeline: Approximately 4–8 weeks from the date Vina TPT receives the complete set of valid consularized original documents.
  • Personnel aspect: The investor is not required to be continuously present in Vietnam throughout the process. The appearance of the Legal Representative or an authorized individual will be scheduled flexibly by Vina TPT according to each specific working milestone.

vietnam-company-incorporation-what-we-handle-and-what-you-need-to-prepare

3. Use a Valid Address If You Do Not Have an Office Yet

In the FDI company formation file in Vietnam, the business premises lease contract is one of the most important legal documents. The investment registration authority and the tax authority apply location-inspection rules to foreign-invested companies that are far stricter than those for domestic companies, to ensure the project has a real operating location and complies with specialized zoning.

The business registration address must be in a building with a commercial or office function. Residential apartments or collective housing are completely ineligible for registering a company headquarters or for receiving tax officers for on-site inspections.

For investors who have not yet secured a permanent office, a legally compliant shared office can be a practical solution during the Vietnam company incorporation process, helping reduce initial costs while providing a suitable registered business address.

Vina TPT provides a legal business registration address solution in a central location, accompanied by a full office lease contract for filing the incorporation application, integrated with professional reception and meeting-room services. This solution gives the company a legal address immediately to receive the ERC, and when the workforce expands, you can move to a private office without encountering initial procedural obstacles.

>>>> See also: Shared Office Ho Chi Minh City – Vina TPT Workspace for Foreign Companies

4. Post-Licensing & Initial Tax Registration Requirements

The Vietnam company incorporation process does not end when the Enterprise Registration Certificate (ERC) is issued. Foreign investors must also complete the relevant post-licensing procedures before their companies are fully prepared for operations. Even though the legal entity has been formed, the company still cannot issue invoices or contribute capital if the following post-licensing legal obligations have not been completed:

  • Company Seal & Digital Signature (Token): Engrave the legal-entity seal to complete the legal validity of internal documents and transactions. At the same time, the company needs to register and purchase an electronic digital signature (Token/HSM CA) for filing tax reports, declaring social insurance, and conducting electronic transactions with state authorities.
  • Initial Tax Registration: Complete the initial tax registration file with the directly managing tax office. This step includes registering the accounting regime (VAS standards), selecting the fixed-asset depreciation method, registering the company’s financial year, appointing the Chief Accountant / person in charge of accounting, and activating the electronic tax account (eTax).
  • Corporate VNeID identity: Activate the electronic identity account for the organization under current regulations.
  • Open bank accounts and contribute capital: Open the Direct Investment Capital Account (DICA) and the VND current account. The investor must transfer 100% of the registered capital contribution within 90 days from the ERC issuance date (or according to the schedule recorded on the IRC). Late capital contribution will result in administrative fines and the risk of license revocation.

5. How Vina TPT Supports Vietnam Company Incorporation

With over 20 years of practical experience in FDI investment advisory, accounting, and corporate legal services, Vina TPT provides comprehensive Vietnam company incorporation support, from initial business planning and licensing to post-establishment compliance.

  • End-to-end process: Advise on entity type and business lines – Draft an accurate file – Represent in filing and receiving the IRC/ERC – Provide a business registration address – Hand over the full initial tax and bank-account procedure package.
  • Bilingual communication: The team works fluently in English and Vietnamese, supporting effective remote operations for founders who do not yet reside in Vietnam.
  • Clear service-boundary commitment: We take the highest responsibility for the accuracy of the file and the working timeline with state authorities, based on the information and legal documents provided by the investor.

Please send Vina TPT information on (1) the intended business sector and (2) the investor type (individual or parent company organization). We will send you the document checklist and a detailed implementation roadmap completely free of charge. Contact Vina TPT today.

vietnam-company-incorporation-what-we-handle-and-what-you-need-to-prepare

BOOK A FREE CONSULTATION

Company Formation

How to Start a Business in Vietnam as a Foreigner

Posted on by VINA TPT
how-to-start-a-business-in-vietnam-as-a-foreigner

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

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

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

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

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

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

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

Step 2 – Prepare Documents: Clear Split of Responsibilities

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

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

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

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

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

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

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

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

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

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

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

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

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

Stage 1: Investment Registration Certificate (IRC)

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

Stage 2: Enterprise Registration Certificate (ERC)

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

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

EXPLORE OUR BUSINESS REGISTRATION SERVICES

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

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

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

4.1. Opening a corporate bank account

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

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

4.2. Contributing charter capital on time

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

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

4.3. Setting up initial tax compliance

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

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

>>> You may also be interested in:

Step 5 – Start Operating Without Missing Compliance Reports

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

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

How Vina TPT Helps First-Time Foreign Founders

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

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

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

BOOK A FREE CONSULTATION

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

Company Formation, Lasted News

Checklist Tax Registration Requirements After Your Business Setup Vietnam

Posted on by VINA TPT
checklist-tax-registration-requirements-after-your-business-setup-vietnam

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

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

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

1. Appoint Key Positions, Seal and Digital Signature

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

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

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

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

2. Initial Tax Registration

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

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

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

3. Open the Bank Account and Contribute Capital

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

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

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

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

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

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

Explore Vina TPT’s Company Formation Services

4. File the First Periodic Tax Returns

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

Initial periodic filing obligations include:

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

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

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

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

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

The e-invoice registration steps are:

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

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

6. Register Social Insurance If You Will Hire Staff

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

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

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

7. 30-Day Sequence After Business Setup in Vietnam

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

7.1. Days 1-7 (initial legal setup)

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

7.2. Days 7-15 (finance and banking)

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

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

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

  • Set up the accounting books under VAS.

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

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

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

8. How Vina TPT Handles Post-Setup Tax Registration

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

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

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

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

BOOK A FREE CONSULTATION

Company Formation

Cost of Starting a Business in Vietnam: A Guide for Foreign Investors

Posted on by SEN

Cost of Starting a Business in Vietnam

Cost of Starting a Business in Vietnam: A Guide for Foreign Investors 

What Is the Cost of Starting a Business in Vietnam? For foreign investors, registration fees are only part of the answer. You also need to budget for incorporation services, the capital you commit to the company, and the costs of operating and meeting compliance requirements after registration. 

These amounts serve different purposes. Service fees pay for work performed by an advisor. Contributed capital goes into the company under its capital contribution plan. Office rent, accounting and staffing are operating expenses. Separating them gives you a clearer picture of both your setup costs and your first-year cash requirements. 

What Is the Cost of Starting a Business in Vietnam?

There is no standard price for every foreign-invested company. Your total budget depends on your proposed business activities, investor documents, location, licensing requirements and the scope of your service provider’s quote. 

Cost to budget for  When it arises  How to plan for it 
Incorporation service and applicable filing fees  Before and during registration  Request a quote that clearly states what is included. 
Preparation of documents overseas  Before filing  Check the translation and consular legalization requirements for each document. 
Additional licenses, if required  During or after registration  Assess them against your specific business activities. 
Capital contribution  According to the applicable contribution schedule  Plan this separately from service fees. 
Office and initial operating costs  Before or shortly after operations begin  Include deposits, rent, equipment and staffing. 
Accounting, tax and compliance  After incorporation  Set a recurring budget that also covers annual obligations. 

Three budgets every investor should keep separate 

Incorporation costs cover the work needed to establish the company. Contributed capital is the amount investors commit to the company in its registration documents; it is not a fee paid to an advisor. First-year operating costs cover the office, accounting, people and other resources the company needs to function.

After receiving an incorporation quote, ask two further questions: How much capital will you need to prepare, and which services will start generating costs after the company is registered? 

1. One-Time Costs Before and During Incorporation

Advisory firms in Vietnam commonly quote a package price for company formation. However, the work included in each package can differ. Understanding the components is essential before comparing prices. 

1.1 Government filing and publication fees 

Some registration and publication procedures may carry official fees. Check which applicable charges are included in your advisor’s quote and whether the advisor will pay them on your behalf during the filing process. 

These charges should not be confused with the former annual business license fee (lệ phí môn bài). According to government guidance, taxpayers have not been required to pay that annual fee since 1 January 2026. xaydungchinhsach.chinhphu.vn 

1.2 Translation, notarization and consular legalization 

Documents issued outside Vietnam may need additional preparation before they can be used in an application. Requirements depend on the investor, the type of document and the country where it was issued. 

Distinguish between work carried out in Vietnam, such as applicable translation and notarization, and work that must be arranged overseas, such as consular legalization. Costs incurred in the investor’s home country are often outside the scope of a Vietnam-based advisor’s package. Request a tailored document checklist early to avoid having to prepare documents twice. 

1.3 Legal advisory and company incorporation service fees 

Advisory firms in Vietnam generally quote an all-in package for a defined scope of work rather than charging separately for every step. Depending on the proposal, the package may cover advice on the investment structure and business activities, preparation and follow-up of applications, applicable government fees, and certain notarization work in Vietnam. 

As a planning estimate, USD 1,800–2,700 may cover advisory and incorporation services together with a company seal, digital signature and initial tax procedures. This is an indicative range for a particular scope of work, not a fixed price for every investor. The final quote depends on the complexity of the application, the services included, the provider’s experience and its specific commitments regarding scope, timing and responsibility for handling the application. 

Before selecting a provider, ask for a written list of inclusions and separately charged items. Pay particular attention to document legalization overseas, additional licenses and post-incorporation support. 

2. Cost of Starting a Business | After the Company Is Registered

Receiving the company’s registration documents is a major milestone, but further tasks may be needed before operations can begin. 

Post-registration task  Question to check against your budget 
Company seal  Is it included in the package or purchased separately? 
Digital signature  Who purchases and renews it, and what is its validity period? 
Bank accounts  How far does the advisor’s support extend, and what documents or in-person steps does the bank require? 
Initial tax procedures  Will the incorporation advisor handle these, or will they pass to the accounting team? 
E-invoices  Are provider and software fees quoted separately? 
Accounting setup  Who will establish the books, chart of accounts and document retention process? 

Assign responsibility for each task in writing. This helps ensure a clear handover from the incorporation team to the people managing the company’s accounting and tax work. 

To get an accurate cost estimate, contact a consulting firm such as Vina TPT. We will help you break down the potential costs of establishing your company in Vietnam, including incorporation fees, additional expenses and post-licensing requirements. Our initial consultation is free, giving you a clearer understanding of the budget you need before moving forward. 

Email Us for a Cost Estimate

Costs to Consider When Setting Up a Company

3. Ongoing Compliance Costs for an FDI Company 

After incorporation, the company needs a budget for accounting, tax and applicable reporting obligations. The cost depends on transaction volume, staffing, reporting needs and how much work the internal team will handle. 

Accounting, tax filing and financial reporting 

A basic accounting proposal may focus on bookkeeping and periodic tax filings. Management reports, bilingual reports and complex transactions may require a broader service scope. When requesting a quote, share your expected document volume, activities, hiring plans and reporting requirements. 

An in-house accounting team also requires a budget for salaries, software, training and review. Compare the scope of work and responsibility, not just the monthly price of an outsourced service. 

Statutory audit and investment reporting 

Include the annual financial statement audit in your budget. Vietnam’s Ministry of Finance has confirmed that foreign-invested enterprises are subject to an annual financial statement audit regardless of company size. Investment reporting is a separate workstream: determine which reports apply and who will prepare the information needed for them. ttcg.mof.gov.vn 

Payroll, insurance and expatriate administration 

If the company plans to hire employees, budget for payroll, applicable insurance administration and employment documentation. If it will employ foreign nationals, assess immigration and work authorization services separately. These costs depend on your hiring plans and are not automatically included in an incorporation package. 

Budgeting for Office Space, People and Operations 

Your first-year budget should also account for premises, lease deposits, employees, computers, software, banking and day-to-day administration. The proposed registered address must be assessed against the company’s activities and the requirements of its application. 

For suitable businesses establishing a presence in Ho Chi Minh City, Vina TPT Shared Office offers a combination of business address, workspace, and access to company formation, accounting and tax services. The address must be reviewed for each application. Under the applicable service proposal, office rental charges begin once the company has been established, helping investors plan costs during the registration period. 

Explore Our Business Setup Services

Example: A First-Year Budget for a Foreign-Invested Service Company 

Consider a small or medium-sized service company that plans to use one workspace, hire a limited number of employees and outsource its accounting. The table below is a budgeting template, not a quotation. Enter amounts from the proposals you receive. 

Cost item  Before or during incorporation  After registration  Classification 
Incorporation package  According to the quote  —  One-time setup cost 
Overseas document legalization  Based on the documents required  —  One-time, case-dependent cost 
Additional licenses, if applicable  According to the quote  May also arise later  Case-dependent cost 
Capital contribution  Prepare a funding plan  Contribute under the applicable schedule  Company capital; exclude from the setup-fee total 
Office  A deposit may be required  Recurring rent  Operating cash requirement 
Seal, digital signature and initial systems  Check the package scope  May require purchase or renewal  Initial or recurring cost 
Accounting and tax  Select a provider  According to the contract  Recurring compliance cost 
Audit  Plan and confirm the scope  Annual fee  Annual compliance cost 
Payroll and employment administration  Plan if hiring  Monthly or per case  Operating and compliance cost 
Contingency  Set aside an allowance  Review as operations begin  Budget reserve 

Calculate three separate totals: what you will pay to establish the company, the capital you need to contribute, and the cash needed for 12 months of operations and compliance. A trading company or business in a regulated sector may need additional budget lines for licenses, premises, goods and activity-specific requirements. 

Shared Office in Ho Chi minh city

4. How to Avoid Unexpected Setup Costs 

Common issue  What to do early 
Business activities are described too broadly or imprecisely  Define your products, services and sales model before requesting a quote. 
Investor documents are prepared incorrectly  Request a checklist tailored to the investor and the country of issue. 
The proposed address is unsuitable  Check the location against your activities before signing a lease. 
The budget stops at incorporation  Forecast accounting, audit, office and staffing costs for the first year. 
The quote does not clearly state exclusions  Request a written list of included and excluded services and a payment schedule. 

Frequently Asked Questions 

Can a foreign investor own 100% of a company in Vietnam? 

This may be possible, depending on the proposed activities and applicable market access conditions. Confirm the ownership structure before finalizing the budget and preparing the application. 

Do I need to contribute all registered capital upfront? 

No. You do not need to contribute the full amount when filing the incorporation application. For a limited liability company, the registered charter capital must generally be contributed within 90 days of the Enterprise Registration Certificate (ERC) being issued. Plan the transfer of funds before receiving the ERC.

Do service and trading companies have different setup costs? 

They may. Business activities, licensing, location, goods and operating requirements can all affect the incorporation scope and first-year budget. 

Can I use a shared office address to register a company? 

Potentially, provided the address is suitable for the planned activities and the application requirements. With Vina TPT Shared Office, we can provide the relevant legal documents for the premises to support the company registration process. Our team will assess whether the address is appropriate for your proposed activities before preparing the application. 

What information do I need to provide for an incorporation quote? 

Tell us your proposed business activities, the specific products or services you will offer, and how the company will operate—for example, whether it will manufacture, import, distribute or provide services in Vietnam. Please also share the investor’s nationality or country of incorporation, the proposed ownership structure and location. This allows Vina TPT to identify the relevant procedures, define the service scope and flag costs outside a standard incorporation package. 

Get a Cost Estimate for Your Vietnam Business Setup 

Vina TPT supports foreign investors with company formation and the accounting, tax and administrative work that follows. Share your proposed activities and investment plan with our team. We can review the scope and prepare a proposal that clearly identifies included services, separately charged expenses, capital needs and ongoing costs.

BOOK A FREE CONSULTATION

Company Formation, Lasted News

Doing Business in Vietnam: Essential Guide 2026-2027

Posted on by VINA TPT
doing-business-in-vietnam-essential-guide

doing-business-in-vietnam-essential-guide

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

doing-business-in-vietnam-essential-guide

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

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

Common legal forms of presence

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

Two market-entry sequences under the new rules

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

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

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

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

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

Tax and accounting (VAS)

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

Labor and personnel

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

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

5. A Simple Roadmap to Start Doing Business in Vietnam

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

No. Decision point

What to complete

1

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

2

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

3

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

4

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

5

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

6

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

6. How Vina TPT Supports Foreign Investors

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

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

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

BOOK A FREE CONSULTATION

doing-business-in-vietnam-essential-guide

Company Formation, Legal News

Establish a Small Business in Vietnam: How to Start?

Posted on by VINA TPT
establish-a-small-business-in-vietnam-how-to-start

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The standardized process follows these sequential steps:

Step 1: Industry Survey and Preparation of the Investment Dossier

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

Explore Business Setup Services

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

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

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

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

Estimated time: 30 – 45 working days.

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

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

Estimated time: 14 – 20 working days.

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

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

Implementation time: Within 90 days as prescribed by law.

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

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

Estimated time: 14 – 30 working days. 

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

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

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

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

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

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

5. Required Documents and Legalization for Small Business Foreign Investors

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

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

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

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

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

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

The basic cost groups are structured as follows:

One-time setup costs

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

Ongoing compliance and operating costs

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

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

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

No. Main step

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

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

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

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

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

BOOK A FREE CONSULTATION

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