Company Formation, Lasted News

Vietnam LLC Registration Requirements: A Complete Guide for Investor

Posted on 18/03/202624/03/2026 by VINA TPT

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

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

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

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

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

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

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

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

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

2. Vietnam LLC registration requirements

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

2.1. Company name

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

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

For example: Harvion LLC.

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

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

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

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

2.2. Head office address

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

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

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

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

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

2.3. Charter capital

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

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

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

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

2.4. Business lines

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

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

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

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

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2.5. Legal representative

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

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

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

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

3. Steps to register LLC in Vietnam for foreign investors

Step 1: Prepare the investment dossier

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

The dossier includes:

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

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

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

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

Required documents include:

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

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

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

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Step 3: Obtain the Enterprise Registration Certificate (ERC)

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

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

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

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

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

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

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

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

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

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

4. Estimated timeline and costs

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

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

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

Foreign ownership ratio by sector

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

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

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

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

Regulations on capital contribution in foreign currency

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

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

Investment Activity Reporting obligations

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

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

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

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

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Company Formation, Lasted News

How to Start a Business in Vietnam: Consulting Sector Guide

Posted on 08/03/202613/04/2026 by VINA TPT

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

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

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

1. Is consulting a conditional business line?

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

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

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

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

2. Key consulting services currently in demand in Vietnam

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

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

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

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

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

3.1 Capital and financial capacity requirements

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

In practice:

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

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

3.2 Office location requirements

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

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

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

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

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

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

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

3.3 Legal representative requirements

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

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

This person is responsible for:

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

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

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

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

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

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

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

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

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

Step 2: Obtain the Investment Registration Certificate (IRC)

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

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

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

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

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

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

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

Step 4: Open an investment capital account and contribute capital

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

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

Step 5: Complete post-establishment procedures

Before commencing operations, the consulting company must:

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

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

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

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

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

5. Common mistakes when opening a consulting company in Vietnam

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

Mistake 1: Choosing an inappropriate enterprise structure

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

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

Mistake 2: Failing to carefully review business line conditions

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

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

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

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

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

Common CPC codes in consulting and business services include:

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

Incorrect identification of CPC codes may result in:

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

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

Mistake 4: Confusing the IRC and ERC procedures

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

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

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

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

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

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

Mistake 6: Failure to prepare labor and work permit plans

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

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

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

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

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

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

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

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

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

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Legal News, Company Formation

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

Posted on 06/03/202630/03/2026 by VINA TPT

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

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

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

Legal eligibility of investment business lines

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

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

No.	Category	Definition	Typical Examples
1	Unconditional business sectors (80% of all sectors)	Sectors that are not included in the list of conditional or market-restricted business lines. Businesses only need to complete business registration and comply with general legal regulations (tax, environment, safety, etc.).	General manufacturing, wholesale trading, management consulting, IT (software), F&B, certain domestic logistics services…
2	Investment incentive sectors	Sectors encouraged by the government. Incentives (such as Corporate Income Tax (CIT) benefits, land rental incentives, etc.) depend on the industry, location, and project scale.	High technology, R&D, renewable energy, high-tech agriculture, supporting industries, digital transformation, semiconductors…
3	Conditional business sectors	Sectors that are permitted to operate but must meet specific conditions (such as sub-licenses, legal capital, technical standards, or professional certificates). These are regulated under Appendix IV of the Investment Law and its amendments.	Education, healthcare, real estate, logistics, food services, transportation, cosmetics manufacturing…
4	Market access restricted sectors for foreign investors	Sectors where foreign investors are subject to restrictions on ownership ratio, investment form, or scope of operations. The list is issued by the Government (currently under Decree 31/2021/ND-CP and its amendments).	Retail distribution, telecommunications, aviation, advertising, financial services, media…
5	Prohibited business sectors	Activities that are strictly prohibited for reasons of national security, social ethics, or public health under Article 6 of the Investment Law. Applicable to both domestic and foreign investors.	Drug trafficking, human/organ trafficking, prostitution, explosives, human cloning, trading endangered wildlife…

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

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

Meeting investment capital and financial capacity requirements

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

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

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

Having a lawful company head office in Vietnam

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

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

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

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

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

International legalization of the investor’s legal documents

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

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

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

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

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

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Other specific requirements

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

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

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

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

Step 1: Prepare the investment dossier

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

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

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

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

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

Required documents include:

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

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

Step 3: Obtain the Enterprise Registration Certificate (ERC)

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

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

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

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

Step 5: Complete tax registration and post-licensing procedures

Before officially commencing operations, the enterprise must:

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

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

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

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

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

3. Frequently Asked Questions when doing business in Vietnam

Can Americans own 100% of a company in Vietnam?

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

How long does the process take?

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

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

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

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

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

How can a foreigner start doing business in Vietnam?

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

In general, the process includes:

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

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

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

4. Vina TPT solutions for doing business in Vietnam

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

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

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

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Company Formation

Set Up Company Service in Vietnam for Foreigners – Expert Setup & Free Consultation 2026

Posted on 24/02/202624/02/2026 by SEN

Vietnam remains a top FDI destination in 2026, with strong economic growth, favorable FTAs, and attractive incentives in high-tech, manufacturing, and renewable energy sectors. For foreign investors, accessing this market through company formation offers huge potential, but the process involves complex regulations, IRC/ERC registration, document legalization, and compliance hurdles that can be time-consuming and risky without proper support.

In this article, we provide a clear, step-by-step guide on how to use our set up company service in Vietnam for foreigners. We cover detailed timelines, required documents, costs, and key steps, while highlighting how Vina TPT’s professional service makes the entire process fast, compliant, and hassle-free Law on Investment 2020 (Luật đầu tư 2020)

1. Why Choose Vietnam for Company Setup in 2026

Vietnam continues to be a premier investment hub, allowing 100% foreign ownership in most industries and offering no minimum capital requirements for many sectors. Investors can also benefit from generous tax incentives, including CIT reductions and exemptions for priority projects. In 2026, the landscape is even more efficient; with e-ID integration and streamlined online submissions via the National Business Registration Portal, utilizing a professional set up company service ensures a faster, more transparent, and fully compliant entry into this booming market.

Types of Business Entities for Foreigners

Entity Type	Foreign Ownership	Minimum Capital	Main Activities Allowed	Best For
100% Foreign-Owned LLC	100%	No (most sectors)	Full trading, manufacturing, services	Most foreign investors
Joint Venture	Partial	Varies	Shared ownership with local partner	Restricted sectors
Branch Office	100%	No	Same as parent company (limited scope)	Expanding existing business
Representative Office	100%	No	Market research, liaison only	Testing market before full setup

The 100% Foreign-Owned LLC is the most popular and flexible option for foreigners seeking full control.

2. Step-by-Step Set Up Company Process

The entire process typically takes 2 – 4 months in 2026, depending on sector, document readiness, and province.

Step 1: Obtain IRC (30 – 45 Working Days) Submit your investment dossier – including the business plan, legalized parent company certificates, and office lease – to the DPI. This certificate approves your project’s scale and legitimacy. Non-conditional sectors often see faster approval through 2026’s expedited digital tracks.
Step 2: Get ERC (7 -10 Working Days) Once the IRC is approved, file for your Enterprise Registration Certificate via the National Portal. This step officially establishes your legal entity and tax ID. The process is now fully streamlined online, ensuring a rapid turnaround for foreign investors.
Step 3: Post-Setup Tasks (1 – 3 Weeks) Finalize operations by engraving the company seal, opening corporate bank accounts, and registering for e-invoices. Be mindful that delays often stem from document legalization or specific sub-license requirements. Our set up company service at Vina TPT proactively manages these hurdles to keep your launch on track.

Explore the Service

3. Common Challenges and How Vina TPT’s Set Up Company Service Helps You Succeed

Foreign investors often encounter delays from incorrect document legalization, misunderstanding conditional sectors, or missing the 90-day capital contribution deadline after ERC issuance. Choosing the wrong entity or location can also lead to higher costs and ongoing compliance issues.

Vina TPT’s set up company service gives you a clear edge:

End-to-end support: We manage everything—from free company name check, document preparation & legalization, IRC/ERC submission, to bank account opening, tax registration, and full post-setup compliance.
Faster timeline: With over 20 years of experience and strong relationships with DPI offices nationwide, we complete most setups in 2–3 months (often faster than average).
Risk-free & fully compliant: 100% data protection, transparent fixed pricing (no hidden fees), and zero-penalty guarantee through expert legal review.
Exclusive advantages: Free initial consultation, name availability check, and feasibility assessment before you commit—saving you time and avoiding costly mistakes.

Hundreds of clients from the US, EU, Japan, Singapore, and Korea have successfully launched their businesses in Vietnam through Vina TPT—focusing on growth instead of paperwork.

4. Start Your Business Journey in Vietnam with Vina TPT

Setting up a company in Vietnam in 2026 is more accessible than ever, thanks to streamlined regulations and strong FDI support. With the right partner, you can go from idea to operational business quickly, compliantly, and cost-effectively.

Ready to get started? Contact Vina TPT today for your free consultation, company name check, and personalized set up company service plan. Let our experts handle the details so you can focus on building your success in Vietnam.

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Lasted News, Company Formation, Labor & Insurance Knowledge

Vietnam Representative Office Compliance Obligations Guide

Posted on 04/02/202619/05/2026 by SEN

Are you a foreign investor eyeing Vietnam’s dynamic market but wary of full-scale commitments? Establishing a Representative Office (RO) offers a low-risk entry point for market research, networking, and promotion without generating revenue. However, navigating compliance is crucial to avoid fines, license revocation, or unintended tax liabilities like Permanent Establishment (PE) risks. This comprehensive guide, updated for 2026 regulations, draws from key laws such as the Commercial Law 2005, Enterprise Law 2020, and Decree 07/2016/ND-CP (with procedural tweaks noted in recent updates).

Key benefits of staying compliant include:

Protecting your parent company’s reputation and avoiding penalties

Leveraging Vietnam’s FDI incentives while minimizing bureaucratic hurdles.

Ensuring seamless extensions or closures without disruptions.

By the end, you’ll have actionable insights, checklists, and expert tips to thrive. Let’s dive in, starting with the basics.

1. What is a Representative Office in Vietnam?

A Representative Office (RO) in Vietnam serves as a non-commercial extension of a foreign company, ideal for exploring opportunities without direct business activities. Governed by evolving regulations, it’s a popular choice for FDI firms in 2026, with over 2,000 active ROs contributing to Vietnam’s economic growth. This section builds a foundational understanding, comparing it to other structures for informed decisions.

Permitted and Prohibited Activities

ROs are strictly limited to non-revenue-generating roles to prevent PE triggers. Permitted activities include:

Market surveys and research.

Promoting parent company products/services.

Liaison with local partners.

Attending trade fairs and seminars.

Prohibited activities encompass:

Direct sales or contract signing.

Revenue generation or invoicing.

Manufacturing or service provision for profit.

Sub-leasing office space.

For example, an RO can host promotional events but cannot close deals—violations could lead to audits or shutdowns.

Comparison with Branches and Subsidiaries

Structure	Legal Status	Activities	Taxation	Liability
Representative Office	Dependent unit, no legal personality	Non-commercial (research, promotion)	No CIT/VAT; PIT on staff	Limited to parent company
Branch	Dependent, but operational	Commercial trading possible	CIT (20%), VAT applicable	Parent liable
Subsidiary (LLC/JSC)	Independent entity	Full business operations	CIT (20%), VAT, audits	Limited to invested capital

ROs offer simpler compliance for initial market entry, unlike branches which require more reporting or subsidiaries needing capital injection (minimum varies by sector). Choose RO if your goal is testing waters without financial exposure.

2. Key Conditions for Establishing a Representative Office

Setting up an RO in Vietnam is straightforward but requires meeting eligibility thresholds to ensure alignment with national interests. This process, handled by the Department of Industry and Trade (DOIT), emphasizes transparency and typically completes in 4-6 weeks. Here’s a logical breakdown from requirements to execution.

Eligibility Requirements for Foreign Companies

Foreign entities must fulfill these criteria:

Parent company operational for at least 1 year in home country.

Activities compliant with Vietnam’s WTO and international treaties (e.g., no restricted sectors without ministerial approval).

Proof of good standing and financial stability via audited statements.

No prior violations in Vietnam.

These ensure only reputable firms enter, reducing risks for local markets.

Required Documents and Application Process

Follow these numbered steps:

Prepare legalized documents: Certificate of incorporation, audited financials (last year), and parent company charter.
Draft application form (Form I-1 from Decree 07/2016/ND-CP).
Secure office lease agreement in Vietnam.
Notarize and translate all docs into Vietnamese.
Submit to provincial DOIT or relevant ministry.

Include a letter of appointment for the Chief Representative. Digital submissions are encouraged in 2026 for faster processing.

3. Post-Registration Compliance Procedures

Once licensed, immediate actions are vital to operationalize your RO legally. This phase focuses on administrative setups within 30-45 days, preventing delays in hiring or banking. Overlooking these can trigger inspections—follow this timeline-driven guide.

Initial Setup Steps (Stamp, Tax Code, Bank Account)

Register official seal (stamp) with Public Security within 15 days.
Obtain tax identification number (TIN) from local tax authority.
Open a foreign currency bank account for operational expenses (e.g., salaries, rent).
Register with social insurance if hiring staff.

These steps enable daily functions; use banks like HSBC for RO-specific accounts.

Notifying Authorities and Publishing Announcements

Notify DOIT of operations start within 7 days.

Publish establishment announcement in three consecutive newspaper issues (print or online).

Inform tax and labor departments of Chief Representative details.

This publicizes your presence, ensuring transparency per Decree 07.

Common Pitfalls to Avoid

Delaying seal registration: Leads to invalid contracts.

Ignoring TIN: Blocks payroll processing.

Incomplete publications: Fines up to 10 million VND.
Tip: Engage local consultants for seamless compliance.

Establishment Representative Office with Vina TPT

4. Tax Compliance Obligations for Representative Offices

ROs enjoy tax exemptions but must handle employee-related duties diligently. No CIT or VAT applies since no revenue is generated, but PIT withholding is mandatory. This section outlines exemptions and filings with practical examples.

Personal Income Tax (PIT) Withholding and Reporting

Withhold PIT on salaries (progressive rates: 5-35%).

File monthly/quarterly declarations; annual finalization by March 31.

Example: For a 20 million VND salary, withhold ~10% PIT plus insurances.

Report via e-tax portal for efficiency.

Other Taxes and Filings

Business license tax: Pay if operations exceed thresholds.

Monthly filings: PIT and insurances.

Deadlines: Quarterly by end of month following quarter.

5. Labor and Payroll Compliance Requirements

Hiring staff for your Representative Office (RO) in Vietnam must align with the Labor Code 2019 (amended) and Social Insurance Law 2024 to ensure fair treatment and avoid penalties. This includes drafting compliant contracts, managing payroll deductions, and handling insurances. With employer contributions totaling approximately 21.5% of the salary base (as per 2026 rates), budgeting is essential. Below, we clarify employee contributions to social insurance (SHUI) and expand on requirements for foreign workers, including the Temporary Residence Card (TRC).

Hiring Employees and Labor Contracts

Draft bilingual (English-Vietnamese) contracts detailing job terms, salary, benefits, working hours (up to 48 hours/week), and probation periods (up to 60 days for skilled roles).

Limit staffing to roles essential for RO functions like market research or liaison; there’s no strict cap, but justify headcount in annual reports to authorities.

Consider including non-compete clauses for sensitive positions, but ensure they comply with Vietnamese law limits (e.g., no more than 1 year post-employment). For all employees, emphasize transparency to build trust and reduce disputes.

Social, Health, and Unemployment Insurance Contributions

All employees, including locals and foreigners (with some exemptions), must participate in mandatory insurances under the Social Insurance Law 2024. Contributions are calculated on the salary base (minimum regional wage or actual salary, capped at 20 times the base salary—approximately 36 million VND/month in 2026 for most cases). Here’s the breakdown for 2026 rates, clarifying both employer and employee shares:

Insurance Type	Employer Share (%)	Employee Share (%)	Base	Notes
Social Insurance (BHXH) – Pension and Death	14	8	Salary	Covers retirement and survivor benefits.
Social Insurance (BHXH) – Sickness and Maternity	3	0	Salary	Employer-funded for sick leave and maternity (up to 6 months paid).
Social Insurance (BHXH) – Occupational Accident and Disease	0.5	0	Salary	Covers work-related injuries; optional for low-risk ROs but mandatory in practice.
Health Insurance (BHYT)	3	1.5	Salary	Provides medical coverage; integrated with national health system.
Unemployment Insurance (BHTN)	1	1	Salary	Supports job loss benefits (up to 60% salary for 3-12 months).
Total	21.5	10.5	Salary	Overall cap: 32% combined.

Explore Payroll & Insurance Services

Work Permits and Visas for Foreign Staff

Foreign staff (expats) add expertise but require extra steps for legal work and residency. Process these early to avoid operational delays.

Apply for a work permit via DOLISA (exemptions available for intra-company transfers, managers, or short-term experts under 30 days).
Secure a visa (e.g., LĐ1/LĐ2 for labor) upon entry or conversion.
Requirements: Health certificate (issued in Vietnam or legalized abroad), clean criminal record (from home country), and professional qualifications (e.g., degree + 3 years experience for skilled roles).

The process typically takes 15-30 days; renew permits annually (up to 2 years max). For long-term stays, obtain a Temporary Residence Card (TRC) to replace frequent visa runs—it’s mandatory for expats residing over 1 year and simplifies travel in/out of Vietnam.

6. Annual Reporting and Record-Keeping Duties

Sustained compliance hinges on timely reports and audits. ROs must document activities for potential inspections every 3-5 years. Use templates for efficiency.

Representative office annual performance report

Submit to DOIT by January 30: Detail operations, staff, expenses.

Include financial summaries (no audits required).

Template: Cover achievements, challenges, future plans.

Statistical and Labor Reports

Report Type	Frequency	Deadline
Annual performance report	Annual	Jan 30
Labor Changes	Monthly	End of month
Statistical	Semi-annual	Jul/Jan

7. Ready to Ensure Full Compliance for Your Representative Office in Vietnam?

Navigating the compliance landscape for a Representative Office (RO) in Vietnam can be complex, with evolving regulations, strict deadlines, and potential risks like fines, license revocation, or Permanent Establishment (PE) issues. By following the detailed guidance in this article you can operate confidently and focus on market growth.

At Vina TPT, we specialize in supporting foreign investors and FDI enterprises with comprehensive, reliable solutions tailored to Vietnam’s business environment. With over 20 years of experience and a team of certified experts in Vietnamese Accounting Standards (VAS), IFRS, international tax law, and FDI regulations, we have successfully assisted more than 200 international clients in establishing and maintaining compliant operations.

Our Key Services for Representative Offices and FDI Businesses

Tax advisory and compliance — including PIT withholding/finalization, business license tax handling, and PE risk assessments.

Labor and HR support — contract drafting, social/health/unemployment insurance registration (BHXH/BHYT/BHTN), work permit/TRC applications for foreign staff, and monthly labor reports.

RO setup, extension, and closure consulting — handling all paperwork, DOIT submissions, seal/tax code/bank account setups, and termination clearances.

Annual reporting and audit preparation — ensuring timely activity/statistical reports and readiness for government inspections.

We prioritize 100% data protection, transparent pricing, and personalized service to help your RO thrive without unnecessary stress. Whether you’re just starting market research or managing an established office in Ho Chi Minh City or beyond, our one-stop approach saves time and minimizes risks.

Let Vina TPT be your trusted partner in Vietnam – ensuring seamless compliance so you can focus on business growth in one of Asia’s most promising markets. Reach out now, we’re here to help!

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Company Formation, Lasted News

Setting Up a Representative Office in Vietnam: Step-by-Step Guide for Foreigners 2026

Posted on 15/01/202616/01/2026 by SEN

As Vietnam continues to attract foreign direct investment (FDI) with robust economic growth in 2025-2026, many international businesses choose to establish a Representative Office (RO) as their initial market entry strategy. An RO allows foreign companies to build a legal presence, conduct market research, and liaise with local partners without engaging in direct profit-generating activities.

With over 20 years of experience supporting more than 200 foreign clients, Vina TPT specializes in guiding investors through this process efficiently and compliantly. This ultimate guide provides a step-by-step overview for setting up a representative office in Vietnam in 2025, based on the latest regulations under Commercial Law 2005 and Decree 07/2016/ND-CP (with minor procedural updates).

1. What is a Representative Office in Vietnam?

A representative office is a dependent unit of an enterprise that is established in a different province or country for the purpose of supporting the operations of its parent company. ts main activities typically include:

Promoting and marketing products or services
Collecting and analyzing market information
Identifying customer demands and industry trends
Providing customer consultation and support
Developing and maintaining relationships with partners
Assisting with administrative and procedural matters

Key limitations: Representative Offices cannot generate revenue, issue invoices, or conduct direct trading. If your goal involves commercial operations, consider a full foreign-invested enterprise instead.

	Representative Office	Foreign-Invested Company
Legal Status	Dependent unit; extension of the parent company	Independent legal entity; registered in Vietnam.
Business Activities	Non-profit; no direct revenue-generating activities.	Full operations; allowed to trade, manufacture, and earn profits.
Primary Purpose	Market research, brand promotion, and liaison activities.	Executing full business operations and commercial contracts.
Suitability	Ideal for testing the market and building local relationships.	Best for long-term investment and generating local revenue.

2. Eligibility Requirements for Foreign Companies

To qualify for an RO in Vietnam:

The parent company must operate legally in its home country for at least 1 year.
Business activities must align with Vietnam’s WTO commitments.
No minimum capital is required, making it a low-risk option for SMEs and startups.

3. Setting Up a Representative Office: Step-by-Step Process

The process typically takes 4 – 6 weeks months in 2026, handled by the Department of Industry and Trade (DOIT).

Step 1: Prepare Documents

In order to facilitate a seamless and efficient licensing process for a Vietnam-based representative office, foreign entities should assemble the following essential documentation:

Application form for RO establishment
Parent company’s Business Registration Certificate (legalized)
Audited financial statements (latest year)
Appointment letter for Chief Representative
Lease agreement for office premises (physical address required)
Passport/ID of Chief Representative

Note: All foreign documents need consular legalization and Vietnamese translation.

Step 2: Submit Application

After finalizing the necessary paperwork, the investor submits it to the Business Registration Office under the Department of Planning and Investment where the representative office will be located.

Under normal circumstances, the licensing authority will review and issue a result within a timeframe of 10 to 15 business days.

Step 3: Obtain RO License

Upon the successful evaluation of the application, the competent authority will formally issue the Representative Office Establishment License.

To ensure full regulatory compliance, the entity must immediately proceed with post-licensing compliance tasks, such as:

Engrave seal and register specimen
Open bank account (for expenses only)
Registering for tax if any expenses are incurred
Apply for work permits/TRC for foreign staff (if needed)

At VINA TPT, we support clients throughout every step—tracking the progress, handling all paperwork, and collecting the license as soon as the application is approved.

4. Common Challenges and Tips

To ensure your 2026 application is processed without delays, please consider these essential points:

Legalization: Start document legalization early to avoid common administrative bottlenecks.
Office Lease: Ensure a valid lease agreement is signed before submitting your dossier.

Work Permits: Foreign Chief Representatives may require a work permit to stay compliant.

5. Ready to Establish Your Representative Office in Vietnam?

Establishing a representative office is a strategic move for foreign companies to expand and engage with the Vietnamese market. However, success requires deep legal insight and meticulous preparation. To overcome language barriers and administrative complexities, partnering with a professional service is the most effective solution.

With over 20 years of expertise, VINA TPT is proud to be the trusted partner for international businesses entering Vietnam. With Vina TPT’s one-stop support, foreign investors can navigate this process seamlessly, ensuring 100% data protection and transparent costs. Contact us today for expert consultation and a seamless start to your investment journey.

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Lasted News, Company Formation

How to Start a Business in Vietnam: 2026 Guide for Investors

Posted on 31/12/202508/04/2026 by ASS

start a business in vietnam with vina tpt

How to Start a Business in Vietnam as a Foreigner: A Comprehensive 2026 Guide

Choosing to start a business in Vietnam has become a strategic move for international investors, thanks to the country’s consistent economic growth and increasingly transparent regulatory environment. This guide provides a precise roadmap to help you optimize the setup process and ensure full legal compliance from day one.

1. Strategic Reasons to Start a Business in Vietnam in 2026

2026 marks a pivotal year as Vietnam solidifies its position as Asia’s “new tiger.” For entrepreneurs, deciding to start a business in Vietnam is not just about tapping into a market of 100 million people, it is about leveraging several macro advantages:

Robust Economic Growth & Sustainable FDI: Foreign Direct Investment (FDI) continues to flow into high-tech sectors, green manufacturing, and specialized services.
100% Foreign Ownership: In most manufacturing and trading sectors, investors can own 100% of the equity (with a few exceptions in restricted sectors).
ASEAN Competitive Edge: Compared to regional peers, Vietnam offers optimized operating costs, a young and technically skilled workforce, and an extensive network of Free Trade Agreements (FTAs).

2. Selecting the Ideal Structure to Start a Business in Vietnam

Selecting the correct legal entity is a critical step when learning how to start a business in Vietnam. Below are the primary options for foreign investors:

Structure	Best For	Key Characteristic
Limited Liability Company (LLC)	Startups and SMEs	Simple governance; clear separation of personal and corporate assets.
Joint-Stock Company (JSC)	Large-scale projects	Suitable for raising capital or future IPOs; requires at least 3 shareholders.
Branch Office	Specific projects	Allows foreign companies to conduct commercial activities without a full subsidiary.
Representative Office	Market research	Ideal for brand presence and networking; cannot engage in direct profit-generating activities.
Joint Venture	Restricted sectors	Collaboration with a local partner to navigate specific regulatory requirements.

3. The 5-Step Process to Establish a Company in Vietnam (2026 Update)

To successfully start a business in Vietnam, investors must follow this standardized five-step procedure:

Step 1: Define Business Lines & Check Conditions

Verify if your industry falls under “conditional business lines” which may require minimum legal capital, specific professional certificates, or sub-licenses.

Step 2: Obtain the Investment Registration Certificate (IRC)

The IRC is the official approval of your investment project by the authorities, confirming the legitimacy of your capital source and business objectives.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

Once the IRC is issued, you apply for the ERC. This grants your company a tax identification number and official legal status.

Step 4: Post-Incorporation Requirements

After receiving the ERC, you must complete these administrative tasks to become fully operational:

Open a Direct Investment Capital Account (DICA): This is mandatory for FDI companies. All capital injections, profit repatriations, and foreign loan repayments must flow through this specific account.
Company Seal Carving: Under current Enterprise Law, companies have the autonomy to decide the form and content of their seal. However, consistency is vital for banking and tax transactions.
Digital Signature (Token/Smart-OTP): Required for electronic tax filing, Social Insurance (SHUI) declarations, and using the National Single Window portal.
Tax Activation & E-Invoicing: You must register your initial tax status and purchase E-invoicing software to issue legal invoices to customers.

Step 5: E-ID Onboarding & Digital Compliance (New for 2026)

The 2026 regulatory framework requires the integration of Electronic Identification (e-ID) for the Legal Representative to manage online filings and administrative procedures seamlessly.

4. Key Post-Setup Compliance Regulations

Once you start a business in Vietnam, you must adhere to strict legal obligations to avoid penalties or suspension:

Capital Contribution: The total charter capital must be fully paid into the DICA within 90 days from the ERC issuance date.
Mandatory Annual Audit: Unlike local companies, 100% of FDI enterprises in Vietnam must have their annual financial statements audited by an independent auditing firm.
Investment Reporting: You are required to submit periodic reports (quarterly/annually) via the National Foreign Investment Information System.
Labor & Insurance (SHUI): Register for Social, Health, and Unemployment Insurance (SHUI), sign labor contracts, and fulfill monthly contribution requirements.
Tax Compliance: Ensure timely filing for:
(1) Value Added Tax (VAT) – Monthly or Quarterly.
(2) Corporate Income Tax (CIT) – Provisional quarterly payments.
(3) Personal Income Tax (PIT) – For employees, filed monthly or quarterly.
(4) Foreign Contractor Tax (FCT) – If engaging in transactions with overseas entities.

5. Vina TPT: Your Strategic Partner for the Vietnamese Market

Navigating administrative procedures can be challenging due to language barriers and evolving regulations. Vina TPT is a professional consultancy dedicated to helping you start a business in Vietnam smoothly:

End-to-End Solutions: From choosing the right structure and drafting IRC/ERC dossiers to full operational setup.
Expert Financial Management: We handle your accounting, tax finalization, and mandatory audit coordination.
Multilingual Support (EN/JP/VN): We bridge the communication gap between your global headquarters and local authorities.
Proactive Advisory: Vina TPT provides early warnings on policy changes, helping you avoid licensing delays or industry misclassifications.

Vina TPT provides the peace of mind you need to focus entirely on growing your business in Vietnam.

Planning to launch or expand your business in Vietnam?

Contact the Vina TPT expert team today for a detailed roadmap and a comprehensive quote for our all-in-one company incorporation services.

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Company Formation, Lasted News

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

Posted on 26/12/202510/03/2026 by SEN

Are you looking for a solution for setting up a company in Vietnam and explore opportunities in one of Asia’s fastest-growing economies? Vietnam, with its strategic geographic location along the South China Sea and borders with China, Laos, and Cambodia, has become a top destination for foreign investors in the trading sector. However, full legal compliance is essential for sustainable success, governed by the Law on Investment 2020 (amended in 2025) and the Law on Enterprises 2020. This comprehensive guide details the essential steps to set up a trading company in Vietnam, from basic concepts to full operations, catering to both informational and transactional search intent.

Key Benefits: Access to FTAs for tariff reductions, excellent logistics positioning, and policies allowing up to 100% foreign ownership in most trading activities.
Challenges to Consider: Administrative procedures can take 1–6 months, and it’s crucial to stay updated on recent changes, such as the 2025 Investment Law amendments permitting company establishment before obtaining the Investment Registration Certificate (IRC).

By following these steps carefully, you can successfully start a business in Vietnam as a foreigner.

1/ What is a Trading Company in Vietnam?

A trading company in Vietnam specializes in buying and selling goods, including import, export, wholesale/retail distribution, and related services, regulated by Decree 09/2018/ND-CP (with a replacement draft under discussion in 2025). Unlike manufacturing companies, which focused on production or service providers offering labor or consulting, trading companies serve as intermediaries in the supply chain, connecting producers with consumers. With Vietnam’s exports surging by 28% in 2025, this sector is booming—especially in electronics, textiles, and agricultural products. According to the Ministry of Industry and Trade, trading contributes 15–20% to GDP, with an average annual growth rate of 9–10% over the past decade, fueled by international integration.

Key Activities:

Importing goods from abroad for domestic distribution.

Exporting Vietnamese products to global markets.

Wholesale and retail distribution through traditional or online channels.

Logistics, warehousing, and product promotion services.

Comparison table with other business types:

Type	Key Characteristics	Example
Trading	Focuses on buying/selling, no production	Mobile phone importer, apparel distributor
Manufacturing	Produces goods from raw materials	Textile factory, electronics component maker
Services	Provides labor or advisory services	Software consulting, management consulting

2/ Benefits and Challenges of Setting Up Company in Vietnam

Setting up a trading company in Vietnam offers substantial advantages but also involves challenges. Here is a clear comparison:

Benefits	Challenges	Illustrative Example
Young market with 100 million consumers and high demand	Complex and potentially lengthy administrative procedures	Textile exports grew by 20% due to young population
Strategic location near China and major sea routes	A local partner is required hoặc Local partners are required	Logistics advantages reduce transport costs by 15%
FTAs reduce tariffs and open access to EU and US markets	Currency fluctuations and legal risks	EVFTA boosts agricultural exports by 25%

The benefits clearly outweigh the challenges with proper planning. For example, foreign investors can leverage FTAs to expand markets but must comply with regulatory requirements such as the Economic Needs Test (ENT) for multiple retail outlets.

3/ Legal Requirements and Foreign Ownership Rules

Under the Law on Investment 2020 (amended 2025) and the Law on Enterprises 2020, Vietnam permits up to 100% foreign ownership in most trading sectors, except for restricted industries such as pharmaceuticals, oil and gas, and printing. The 2025 amendments (effective from 2026) simplify procedures by allowing company registration before IRC issuance and reducing conditional business lines from 243 to approximately 200. These changes have driven record FDI inflows in 2025. Compliance with Decree 09/2018/ND-CP (a replacement draft pending) remains required for foreign-invested trading operations.

Key Requirements:

Investment registration with the Department of Finance (DOF)

Compliance with WTO market access commitments.

ENT evaluation for retail operations involving multiple stores.

Restricted Product Categories and Conditional Business Lines

Certain products are restricted or required special conditions under the Investment Law and Decree 09/2018/ND-CP, such as explosives, printing materials, and pharmaceuticals.

Summary table:

Product Category	VSIC Code	Restrictions
Explosives	2029	Import prohibited except for national defense purpose
Printing Materials	1811	Requires approval from Ministry of Information
Pharmaceuticals	2100	Foreign ownership limited to 49%

Verification checklist:

Check the national portal for conditional business lines.
Assess legal risks with a local lawyer.
Monitor the draft replacement of Decree 09 for 2026 updates.

4/ Choosing the Right Business Structure

Selecting the right business structure for your trading company depends on its scale and ownership. Under the Law on Enterprises 2020, the two most common forms are the Limited Liability Company (LLC) and the Joint Stock Company (JSC), with the LLC being ideal for smaller businesses due to its simpler procedures.

LLC Pros & Cons: Flexible, liability limited to contributed capital; drawback: harder to raise large capital.

JSC Pros & Cons: Easier to list on stock exchanges; drawback: more complex structure, requires at least 3 shareholders.

Comparison table:

Structure	Number of Members	Legal Liability
LLC	1–50	Limited to contributed capital
JSC	Minimum 3	Limited to share capital

For foreign investors with limited capital, an LLC is the best choice for a fast start.

LLC vs. JSC: Which is Best for Trading?

Detailed comparison:

LLC	JSC	Best for Trading
Simple procedures, flexible capital	More complex, easier expansion	High for small businesses, local distribution
No board of directors required	Requires diverse shareholders	Lower if needing large capital for exports

LLC is generally more suitable for trading due to its flexibility. For example, a foreign agricultural trading company often opts for an LLC to quickly begin import operations.

Consult a Business Setup Expert

5/ Capital Requirements and Financial Planning

Vietnam imposes no fixed minimum capital for trading companies, but charter capital must be “reasonable” to demonstrate operational capability. A typical recommendation is USD 10,000–50,000, depending on the business plan. Total investment capital includes charter capital and other expenses, with full contribution required within 90 days of registration.

Financial preparation checklist:

Estimated setup costs: USD 3,000–10,000 for procedures and office.

Reserve for VND/USD exchange rate risks.

Budget for taxes and employee salaries.

Estimated capital table:

Recommended Capital	Purpose
USD 10,000	Basic operations, small-scale distribution
USD 50,000	Expansion of import/export activities

6/ Essential Steps to Setting Up a Company in Vietnam as a Foreign Investor

Setting up a foreign-invested company in Vietnam requires following a clear, structured process to ensure full legal compliance and smooth operations. This step-by-step guide is tailored for foreign-owned trading or commercial entities.

Step 1: Prepare Your Investment Documentation

Gather all necessary paperwork for your investment project. This includes defining your business model (e.g., Limited Liability Company – LLC, joint venture, or representative office), choosing the right structure, and outlining main activities. Verify that your industry allows foreign ownership under Vietnamese law.

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

The IRC is the foundational approval for foreign-invested enterprises. It authorizes your project and details the charter capital, scale, location, and business scope. Without an IRC, you cannot proceed to company registration.

Required documents:

Application form and a detailed project proposal (objectives, scale, capital, location, and timeline).

Proof of financial capability (bank statements, audited financials, or credit agreements).

Legal documents: notarized passport (individuals) or business registration certificate (organizations), both legalized.

Proof of location (lease agreement or land use rights).

Power of attorney (if using a third-party service).

Foreign documents require consular legalization and official Vietnamese translation. Partnering with a professional company setup service such as Vina TPT is recommended to avoid delays.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

After the IRC issuance, register the company to receive the ERC, which establishes its legal identity in Vietnam.

Step 4: Open a Corporate Bank Account and Inject Charter Capital

Open a dedicated capital account at a licensed Vietnamese bank. Contribute the full charter capital within 90 days of ERC issuance to avoid penalties and ensure the credibility for future permits.

Step 5: Complete Tax Registration and Post-Licensing Formalities

Step 6: Secure Industry-Specific Licenses (If Applicable)

Sectors like trading, retail, F&B, education, or e-commerce may require additional permits.

By following these steps and staying updated on regulations, foreign investors can successfully set up company in Vietnam.

7/ Taxation, Compliance, and Ongoing Operations

Foreign-invested trading enterprises (FDIs) in Vietnam must strictly comply with tax, labor, and periodic reporting obligations to avoid penalties and maintain legal standing.

A – Taxes:

Corporate Income Tax (CIT): 20% (15–17% incentives for SMEs from late 2025 if revenue < VND 50 billion); quarterly provisional payments (at least 80% of annual obligation); due by the 30th of the first month of the following quarter; annual declaration within 90 days after the fiscal year-end.

Value Added Tax (VAT): 8–10% (reduced to 8% until 2026); monthly declaration (revenue > VND 50 billion/year) or quarterly declaration; due by the 20th of the following month or the end of the first month of the next quarter; retain invoices for deductions.

Personal Income Tax (PIT): 5–35% (residents) or 20% (non-residents); withholding and declaration monthly/quarterly, aligned with VAT; annual employee declaration.

Foreign Contractor Withholding Tax (FCT): Applies to payments to foreign contractors; monthly or per-payment declaration within 10 days.

Other fees (environmental protection, resource tax, land use): Usually annually or on an event basis, with changes required to be reported within 30 days.

B – Laws and Other Compliance:

Labor Law 2019 (amended): Work permits for foreigners; quarterly labor reports; standard contracts; monthly social insurance contributions (pension, health, unemployment insurance).

Intellectual Property: Registration and monitoring (annual review recommended).

Financial Reporting: Annual audited financial statements for FDI, submitted with final CIT.

Transfer Pricing: Local/master file prepared annually, submitted within 90 days after the fiscal year-end if thresholds are met.

Compliance Checklist:

Requirement	Details	Frequency	Deadline	Penalties if Violated
VAT Declaration & Payment	Input/output, deductions (Form 01/GTGT or 04/GTGT)	Monthly (>50B VND) or quarterly	20th of next month or end of first month of next quarter	0.03%/day interest, disallowed deductions, audits
PIT Withholding & Declaration	Employee withholding (Form 05/KK-TNCN)	Monthly/quarterly	20th or end of the first month of next quarter; annual within 90 days	Daily fines, criminal liability
Provisional CIT Payment	Estimated profit-based	Quarterly	30th of the first month of next quarter	Interest if below 80% the annual obligation
Social Insurance	Contributions and reporting	Monthly	Aligned with PIT monthly/quarterly	Late fees, hiring restrictions
Labor Usage Report	Employee numbers and changes	Quarterly	End of the quarter	Administrative fines, suspension
FCT Declaration	Payments to foreign contractors	Monthly or per payment	20th of the next month or 10 days after payment	Employer liability, heavy fines
Transfer Pricing	Local/master file	Annually	90 days the after fiscal year-end	Audits, tax adjustments
Audited Financial Statements	VAS-compliant with independent audit	Annually	With final CIT (90 days)	Mandatory audits, penalties for errors

FDI companies should engage professional accounting services and monitor updates such as Decree 132/2025/ND-CP on CIT, ensuring electronic filing with digital signatures.

8/ Frequently Asked Questions (FAQs)

Can foreigners own 100% of a trading company in Vietnam?

Yes, foreign investors can own up to 100% in most sectors, including import-export and distribution. Exceptions apply to restricted sectors such as pharmaceuticals, oil and gas, or printing, where ownership may be limited or may require a local partner.

What is the minimum capital required?

No fixed minimum capital exists for most trading companies. Charter capital must be reasonable to support operations. Authorities often recommend at least USD 10,000 to show financial capability and avoid delays. The exact amount depends on your business plan and scale.

How long does it take to set up?

Setting up a business in Vietnam as a foreigner typically takes 1–2 months, depending on the complexity and the province. The IRC usually takes 30–45 working days, the ERC follows in 7–14 days. Additional licenses and post-registration steps may extend the timeline.

Do I need a local partner?

For general trading (import, export, wholesale, and distribution), no local partner is needed—100% foreign ownership is allowed. In restricted or conditional sectors (e.g., multi-outlet retail, pharmaceuticals, and media), a local partner or joint venture may be required.

How to start a business in Vietnam as a foreigner?

Follow these key steps: obtain the Investment Registration Certificate (IRC), then the Enterprise Registration Certificate (ERC), secure trading or sector-specific licenses, open a corporate bank account, contribute charter capital, and complete tax registration. Using professional services like Vina TPT’s company setup service ensures accuracy and efficiency.

Vina TPT – Your Trusted Partner for Foreign Businesses in Vietnam

Vina TPT is one of Vietnam’s leading company formation consultancies, specializing in helping foreign investors to set up companies in Vietnam for trading, manufacturing, and services. With over 20 years of experience, Vina TPT has assisted hundreds of FDI companies from Europe, the US, Japan, Korea, and Singapore in successfully obtaining IRCs, ERC, and required licenses in minimal time.

Multilingual Expert Team: Lawyers, accountants, and registration specialists fluent in English, Japanese, and more for seamless communication.

Fast and Transparent Process: Commitment to completing the IRC in 30–45 working days and the ERC in 7–14 days, with a near-100% success rate.

Full-Service Package: From company registration to capital advisory, bank account opening, tax filing, work permits, social insurance, and transfer pricing support.

Competitive and Transparent Pricing: Clear quotes with no hidden fees, ideal for SMEs.
Long-Term Post-Setup Support: Daily operational guidance and updates on the latest laws (including the 2025 Investment Law changes) to minimize risks and support sustainable growth.

We go beyond simply setting up a company in Vietnam – we help you build a strong foundation for success. With our commitment to “Fast – Accurate – Cost-Effective” service, Vina TPT saves time, reduces legal risks, and lets you focus on business growth. Hundreds of satisfied clients trust Vina TPT – contact us today for a free consultation and a personalized quote tailored to your needs.

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Company Formation, Lasted News

Capital Contribution and Business Setup for Foreign Investment in Vietnam

Posted on 08/12/202517/04/2026 by ASS

1. Understanding Capital Contribution Requirements for Foreign investment in vietnam

Capital contribution is the most important step when establishing an FDI enterprise. According to Vietnamese law, foreign investors should note:

Minimum capital: Vietnam does not require a general legal capital level, but the charter capital must be appropriate and demonstrate the ability to implement the business model. Some specific industries (education, real estate, e-commerce, etc.) have higher capital requirements.
Form of capital contribution: Investors can contribute capital in cash, machinery and equipment, assets, intellectual property rights, or other legal assets.
Capital contribution period: Usually must be completed within 90 days from the date of issuance of the Certificate of Business Registration (or according to the period stated in the Investment Registration Certificate).

Determining capital accurately from the beginning helps reduce legal risks and limit capital adjustments later.

2. Types of Foreign Investment in Vietnam

When choosing a form of investment in Vietnam, investors need to consider their business objectives, project scale, level of control and desired scope of operations. Vietnam allows for a variety of flexible legal models, from establishing a new business to opening a branch or representative office. Each form carries different levels of risk, costs and compliance obligations, so choosing the right one at the outset will have a big impact on investment performance and long-term strategy.

Below are the most common forms of FDI in Vietnam:

Type

Suitable for

Advantages

Disadvantages

Limited Liability Company (LLC)

Small & medium enterprises

Investors needing strong control

Simple structure

Easy to operate

High control

Fast setup

Hard to raise capital

Extra procedures to convert to JSC

Joint Stock Company (JSC)

Businesses expanding strongly

Companies seeking fundraising

Easy capital raising Fit for large/multinational projects

Flexible share transfer

Good for future IPO

Complex governance

More management bodies required

Higher compliance cost

Branch of Foreign Traders

Foreign companies in eligible sectors

Can conduct profit-making activities

No new legal entity required

Operate under parent company

Limited to specific industries

Dependent on parent company

Hard to scale like an independent entity

Representative Office (RO)

Market research stage

Building partner networks

Simple setup

Low cost

No CIT applied

Cannot generate revenue

Cannot sign commercial contracts

Not suitable for long-term investment

Choosing the appropriate form of FDI helps investors optimize costs, reduce legal risks and ensure that their business strategy in Vietnam is effectively implemented. For small and medium-sized projects, LLC is often the optimal choice; for strong expansion plans or many shareholders, JSC is more suitable. Meanwhile, branches and representative offices serve the purpose of market presence without the need to establish a new legal entity.

3. Steps to Set Up a Company with Capital Contribution

When setting up a Foreign investment in Vietnam, investors need to take the following main steps:

Step 1: Prepare investment documents

Investor information
Financial capacity report
Business plan
Headquarters lease contract, company charter

Step 2: Apply for Investment Registration Certificate (IRC): Confirm investment project and capital structure. Processing time: 15-30 days.

Step 3: Apply for Enterprise Registration Certificate (ERC): Officially establish the enterprise. Time: 3-5 days.

Step 4: Open an investment capital account: Required for FDI enterprises, used to receive capital from abroad.

Step 5: Make capital contribution: Investors transfer capital on time and complete the report.

Step 6: Post-establishment procedures

Tax registration
Digital signature
Corporate seal
Labor and insurance registration (if required)

4. Compliance and Reporting Obligations

Foreign investment in Vietnam must ensure full compliance with the following regulations:

Capital contribution progress report
Accounting and bookkeeping according to VAS standards
Periodic tax declaration (VAT, CIT, PIT)
Annual financial report
Notification of changes in capital, headquarters, and representative

Non-compliance may result in administrative fines, restrictions on operations, or capital adjustment requirements.

AVOID COSTLY COMPLIANCE RISKS

5. Benefits of Proper Capital Contribution Management

Managing and implementing capital contribution in accordance with regulations is not only a legal requirement but also brings many practical values to FDI enterprises in Vietnam:

Avoid legal risks and penalties

Contributing capital on time helps avoid administrative penalties.
Avoid being required to reduce charter capital or adjust the Investment Certificate.
Limit risks when checking, inspecting or working with banks.

Protecting investors’ ownership rights and capital contribution ratios

Clearly record the ownership ratio, voting rights and interests of each shareholder.
Avoid internal disputes, especially with investors from many different countries.
Increase transparency when planning to transfer shares or raise capital.

Increase the level of trust with banks, partners and management agencies

Adequate charter capital is an important factor in expanding credit limits.
Demonstrate the financial capacity and long-term commitment of investors in Vietnam.
Help partners and suppliers feel secure when signing contracts.

Optimize taxes and cash flow

A reasonable capital structure helps reduce the risk of transfer pricing adjustments and avoid tax disputes.
Easily control cash flow in and out through investment capital accounts.
Increase the ability to plan finances and operating budgets.

Create a solid foundation for expansion

Easy to add capital, open more branches or change the scope of the project.
Convenient when upgrading the type of business or expanding to a new industry.
Support the process of calling for more investors or strategic cooperation.

Increase long-term enterprise value

Enterprises with a transparent history of capital contribution are often highly appreciated when evaluating M&A.
Increase attractiveness to investment funds and global partners.
Create a competitive advantage when negotiating large contracts.

Minimize risks during divestment

Easily determine the value of the capital contribution when the investor wants to withdraw capital.
Reduce disputes due to the difference between actual capital contribution and registered capital.
Optimize tax benefits when transferring capital.

6. How Vina TPT Supports FDI Company Formation

Vina TPT Company Formation provides a complete package of support for the process of establishing and operating FDI enterprises:

Consulting on conditions for capital contribution and business lines
Preparing and submitting IRC & ERC documents
Shareholding structure, ownership ratio, charter
Support for opening investment capital accounts, guidance on capital contribution
Accounting – tax services – compliance with Vietnamese regulations
Consulting throughout for investors in operations and expansion

With experience working with international enterprises, Vina TPT ensures that the investment process in Vietnam becomes clear, safe and effective.

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Company Formation, Lasted News

How to Check Company Name Availability in Vietnam Before Registration

Posted on 08/12/202510/02/2026 by ASS

1. Importance of Checking Company Name Availability

Before registering a company in Vietnam, business name lookup is the first important step. A name that is identical or too similar to another business can lead to legal risks, rejection of registration applications or trademark disputes later.

Checking the name also helps businesses protect their brand from the beginning, creating a professional impression with customers and partners. This is especially important for startups and companies planning to expand their market.

2. Understanding Vietnam’s Business Name Rules

When choosing a company name in Vietnam, businesses must comply with the following legal requirements:

Name structure: must include the business type + a distinct proper name. (Based on ArtHow to Check Company Name Availability in Vietnam Before Registrationicle 37, Law on Enterprises 2020)
Prohibited or confusing words: the name must not duplicate or cause confusion with existing businesses, nor contain words related to state agencies or political organizations. (Based on Articles 38 & 39, Law on Enterprises 2020)
Language & characters: Vietnamese, foreign languages using Latin letters, numbers, and symbols are permitted. (Based on Article 37(3), Law on Enterprises 2020)
Consistency with business lines: the name must not create misunderstanding regarding the registered business field. (Specified in Article 38, Law on Enterprises 2020)

Following these regulations increases the likelihood of name approval on the first submission.

VERIFY YOUR BUSINESS NAME NOW

3. Online Tools and Databases for Name Lookup

Vietnam provides several official online systems that help business name lookup availability and avoid conflicts before registration.

3.1 National Business Registration Portal

The National Business Registration Portal https://dangkykinhdoanh.gov.vn/vn/Pages/Trangchu.aspx is the primary and most authoritative tool for business name lookup in Vietnam. It offers:

Nationwide database access with real-time updates of all registered business names.
Detailed legal information, including tax code, business status, and registered address.
Name similarity filtering, helping identify identical or confusing names in accordance with the Law on Enterprises 2020.
Direct data connection with provincial Departments of Planning and Investment (DPI), ensuring accuracy and consistency.

Using this portal helps businesses ensure name uniqueness, reduce the risk of rejection, and streamline registration procedures.

3.2 IP Vietnam Trademark Database

Link: https://www.ipvietnam.gov.vn/en_US/web/english/trademarks

Allows checking existing or pending trademarks related to names, brand identities, or logos.
Prevents conflicts between company names and protected intellectual property.
Essential for businesses requiring strong brand protection.

3.3 International Trademark Databases (WIPO Global Brand Database)

Link: https://branddb.wipo.int/en/similarname

Supports searches for potential international naming conflicts, especially for brands planning cross-border operations.
Useful when the proposed company name is in a foreign language or intended for global use.

4. Tips to Ensure Your Chosen Name Complies

To get your business name approved and avoid the risk of rejection, entrepreneurs need to pay attention to some important points:

1. Choose a name that is easy to recognize and remember:

The name should be short, clear and reflect the business field.
Avoid naming that is too general and difficult to distinguish from other businesses.

2. Check for duplication or similarity with registered trademarks:

Use the National Information Portal and trademark protection databases to look up.
Avoid names that are confusing or too similar to large businesses, to limit legal risks and future disputes.

3. Comply with legal regulations on business names:

Including business types (LLC, Joint Stock Company, Private Enterprise).
Use valid characters (Latin letters, numbers, special characters as prescribed).
Do not use prohibited, confusing or offensive words.

4. Consider Vietnamese and foreign language names:

If your business plans to operate internationally, you should also check the English or other language versions to avoid duplication in the international market.

Following these tips increases the likelihood of your application being approved the first time and protects your brand in the long term, making it easier for your business to start up.

5. How Vina TPT Supports Company Name Registration

Starting a business in Vietnam can be complicated, especially when it is the first time for an entrepreneur to approach the market. Working with Vina TPT helps reduce legal pressure and optimize time.

Ensure a legal and prominent business name in the Vietnamese market with comprehensive support from Vina TPT.

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