Establish a Small Business in Vietnam: How to Start?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The standardized process follows these sequential steps:

Step 1: Industry Survey and Preparation of the Investment Dossier

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

Explore Business Setup Services

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

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

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

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

Estimated time: 30 – 45 working days.

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

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

Estimated time: 14 – 20 working days.

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

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

Implementation time: Within 90 days as prescribed by law.

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

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

Estimated time: 14 – 30 working days. 

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

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

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

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

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

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

5. Required Documents and Legalization for Small Business Foreign Investors

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

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

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

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

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

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

The basic cost groups are structured as follows:

One-time setup costs

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

Ongoing compliance and operating costs

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

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

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

No. Main step

Step details

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

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

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

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

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

BOOK A FREE CONSULTATION

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

Decree No. 253/2026/ND-CP: Guidance on the Implementation of the Law on Personal Income Tax 2026

decree-no-253-2026-nd-cp-guidance-on-the-implementation-of-the-law-on-personal-income-tax-2026

decree-no-253-2026-nd-cp-guidance-on-the-implementation-of-the-law-on-personal-income-tax-2026

On 30 June 2026, the Government issued Decree 253/2026/ND-CP detailing a number of articles and measures to organize the implementation of the Law on Personal Income Tax 2025. The Decree officially takes effect from 1 July 2026, replacing Decree 65/2013/ND-CP and introducing many important provisions on family circumstance deductions, tax-exempt income, withholding, and personal income tax (PIT) finalization.

This is the most detailed guiding document on the Law on Personal Income Tax 2026, directly affecting enterprises, accountants, HR teams, and employees. The article below summarizes the 7 most notable new points that income-paying organizations need to update immediately to ensure full compliance.

1. Family Circumstance Deductions under the Law on Personal Income Tax 2026

Pursuant to Resolution 110/2025/UBTVQH15 and the detailed guidance in Decree 253/2026/ND-CP, the family circumstance deduction levels for taxpayers have been significantly increased to raise disposable income for employees:

  • Deduction for the taxpayer themselves: Raised to VND 15.5 million per month (equivalent to VND 186 million per year).
  • Deduction for each dependent: Raised to VND 6.2 million per month.

In addition to the fixed deduction amounts, the new regulations under the Law on Personal Income Tax 2026 allow taxpayers to claim additional actual expenses:

  • Medical expenses: For medical examination and treatment covered under the health insurance list, with a maximum deduction of VND 23 million per year.
  • Education and training expenses: For the taxpayer or their dependents, with a maximum deduction of VND 24 million per year.

Practical calculation: An individual with one dependent will receive a total fixed deduction of up to VND 307.4 million per year (excluding mandatory insurance contributions and medical/education expenses). Therefore, after deducting mandatory insurance contributions, employees with an average monthly income of approximately VND 28.6 million or less will not yet be subject to personal income tax (PIT).

2. Expansion and Clarification of Dependents Eligible for Family Circumstance Deductions

Pursuant to Clause 2, Article 47 of Decree 253/2026/ND-CP, the scope of determining dependents has been expanded and clarified compared with the previous regulations under Decree 65/2013/ND-CP, ensuring greater humanity for vulnerable cases:

  • Children: Children under 18 years of age (including biological children, legally adopted children, and stepchildren); children aged 18 years or older who have lost civil act capacity, are disabled, or have no working capacity; children currently studying at educational levels (general education, university, college, vocational training) with no income or average monthly income not exceeding the prescribed threshold.
  • Family dependents: Spouses, biological parents, adoptive parents, and parents-in-law who have reached the end of working age or have no working capacity.
  • Individuals without means of support: Biological siblings; paternal/maternal grandparents; biological aunts, uncles, and great-uncles/aunts; biological grandchildren whom the taxpayer is directly raising and supporting in accordance with the law.

3. Meal Allowance Exemption under the Law on Personal Income Tax 2026

To support enterprises in improving employee welfare, Point g, Clause 2, Article 8 of Decree 253/2026/ND-CP adjusts the preferential policy for mid-shift and lunch meal allowances:

  • Cash payment: The mid-shift / lunch meal allowance is exempt from personal income tax (PIT) up to a maximum of VND 1.2 million per person per month (officially applicable from 1 July 2026). Any amount exceeding the VND 1.2 million threshold must be included in the employee’s taxable income for PIT purposes.
  • In-kind payment: If the enterprise directly organizes meal preparation, purchases industrial meal portions, or issues meal vouchers to employees, the entire value of the meals is exempt from PIT, regardless of the payment limit.

decree-no-253-2026-nd-cp-guidance-on-the-implementation-of-the-law-on-personal-income-tax-2026

4. Overtime and Night-Shift Tax Exemption under the Law on Personal Income Tax 2026

Article 26 of Decree 253/2026/ND-CP introduces a major advance in tax policy for income from overtime work, effective from 1 July 2026:

  • Full tax exemption policy: Personal income tax (PIT) is fully exempted on the entire amount of overtime pay and night-shift pay, provided the conditions under the Labor Code are fully met. (Previously, the old policy only exempted the differential portion between overtime pay and standard working-hour pay.)
  • Documentation requirements: The paying enterprise must maintain complete timesheets, overtime payroll calculations, and work assignment documents as the basis for explanation. Any overtime payments exceeding the hours prescribed by the Labor Code must still be included in taxable income.

5. Tax Exemption on Severance Allowance and Job-Loss Allowance (Including Amounts Exceeding the Statutory Level)

Pursuant to Point h, Clause 3, Article 8 of Decree 253/2026/ND-CP, the tax treatment of allowances paid upon termination of labor contracts has been clarified and many previous difficulties have been resolved:

  • Statutory payments: Severance allowances and job-loss allowances paid in accordance with the Labor Code are completely excluded from taxable income for PIT purposes.
  • Voluntary excess payments: Additional allowances paid to employees beyond the statutory level – based on the company’s internal Financial Regulations, Collective Labor Agreement, or Labor Contract – are also eligible for PIT exemption.
  • Effective date: Generally applicable from 1 July 2026; specifically for salary and wage income of resident individuals, it applies according to the 2026 tax period.

6. Increase of the 10% PIT Withholding Threshold to VND 5 Million per Payment

According to Clause 2, Article 50 of Decree 253/2026/ND-CP, the minimum threshold for withholding personal income tax (PIT) on payments to workers without labor contracts or with short-term contracts has been increased:

  • New withholding threshold: From 1 July 2026, income-paying organizations are required to withhold 10% PIT only when the payment reaches VND 5 million or more per time for individuals who have not signed a labor contract or have signed a labor contract of less than 3 months (the previous threshold was VND 2 million per payment).
  • Payments below VND 5 million per time: The enterprise is not required to withhold the 10% tax, unless the individual specifically requests it.
  • Commitment mechanism: Individuals who estimate that their total income after family circumstance deductions has not yet reached the taxable threshold may still submit a Commitment Letter to the paying organization to temporarily avoid the 10% withholding.

Explore Vina TPT’s Payroll Services

7. Additional Cases Exempt from PIT Finalization

Clause 1, Article 51 of Decree 253/2026/ND-CP simplifies administrative procedures related to tax finalization for individuals with simple income:

  • Individuals whose additional PIT payable after finalization is smaller than the tax already provisionally paid or withheld during the year and who have no request for tax refund or offset against the following period.
  • Individuals who have signed a labor contract of 3 months or longer at one place and simultaneously have additional casual income from other places averaging no more than VND 15 million per month during the year, and for which the paying units have already fully withheld 10% PIT at source.

View the Full Text of Decree No. 253/2026/ND-CP

To continuously receive in-depth analyses of the Law on Personal Income Tax 2026 and the latest changes in Vietnam’s tax and accounting policies, please follow the Insight & News section of Vina TPT.

BOOK A FREE CONSULTATION

decree-no-253-2026-nd-cp-guidance-on-the-implementation-of-the-law-on-personal-income-tax-2026

Business Licenses for Trading Company in Vietnam

business-licenses-for-trading-company-in-vietnam

business-licenses-for-trading-company-in-vietnam

When establishing a trading company in Vietnam, many foreign investors often have an incomplete understanding, believing that obtaining the Enterprise Registration Certificate (ERC) is sufficient to legally commence all commercial activities. However, from a practical legal perspective in Vietnam, the ERC is only the first step in granting legal entity status. To actually circulate goods legally in the market, an FDI company must obtain additional sub-licenses or specialized Business Licenses, depending on the distribution method and target customer base.

Vietnam’s specialized management system clearly separates legal obligations based on the operating model: from retail, wholesale, import-export, to business on e-commerce platforms. Correctly identifying, preparing, and obtaining the necessary business licenses for a trading company in time not only completely eliminates the risk of administrative penalties and operational suspension but also protects the investment project from the risk of losing legal entity status.

This article from Vina TPT provides a detailed handbook on the licensing requirements for the four most common types of trading activities today.

1. Common Sub-Licenses for Trading Companies

In principle, immediately after receiving the Enterprise Registration Certificate (ERC), a trading company must carefully review the registered Vietnam Standard Industrial Classification (VSIC) codes to cross-check against the list of conditional business sectors. The need for sub-licenses depends entirely on the distribution channels and target customer groups the company will serve.

Some common sub-licenses, categorized by product type and infrastructure requirements, include:

  • Certificate of Eligibility for Food Safety: Mandatory for trading companies dealing in food products, beverages, functional foods, or deeply processed raw materials.
  • License for Restricted or Conditional Goods: Required when trading items under special state management, such as industrial chemicals, cosmetics, pharmaceuticals, alcohol, or tobacco.
  • Environmental License and Fire Prevention & Fighting Approval: Mandatory for companies operating physical warehouses to ensure compliance with technical safety standards.

Note: Not every trading company requires sub-licenses. If your business only distributes ordinary consumer goods through wholesale channels, having accurate VSIC codes and complying with periodic reporting requirements is usually sufficient to operate legally.

business-licenses-for-trading-company-in-vietnam

2. Sub-Licenses for Retail Business

The retail model (retail stores or direct distribution channels) – legally defined as the activity of selling goods directly to individual end consumers – is the form of commerce subject to the strictest legal regulations for foreign investors.

According to Decree 09/2018/ND-CP, the core requirements include:

  • Business License: This is a mandatory license issued by the Department of Industry and Trade for foreign-invested economic organizations to exercise retail rights to end consumers.
  • Retail Outlet Establishment License: If an FDI company wishes to open additional retail outlets, the system will trigger the local Economic Needs Test (ENT) process, except for stores with an area of less than 500m² located in shopping centers.
  • Location Infrastructure Standards: The retail establishment must fully comply with the urban planning of the province or city and meet strict standards for fire prevention and fighting as well as food safety and hygiene.

3. Sub-Licenses for Wholesale Business

Wholesale business – the activity of selling goods to merchants, economic organizations, or other enterprises for further production or distribution – has a much more open and less restrictive legal framework compared to retail.

The key legal characteristics include:

  • Exemption from Sub-Licenses: According to the Law on Commerce and Decree 09/2018/ND-CP, FDI companies are permitted to engage in wholesale activities for ordinary goods (not in the list of lubricants, rice, sugar, industrial explosives, etc.) immediately after obtaining the Investment Registration Certificate (IRC) with the appropriate wholesale business codes and the Enterprise Registration Certificate (ERC). In this case, the company does not need to apply for an additional Business License from the Department of Industry and Trade.
  • Warehouse System Management: In case the company establishes a large-scale goods storage warehouse system, it must complete environmental protection commitments and obtain fire prevention and fighting system approval for the warehouse.
  • Tax Documentation Management: The company must strictly comply with the process of issuing synchronized electronic Value-Added Tax (VAT) invoices for each wholesale transaction.

Contact Vina TPT for a Free Consultation on Sub-Licenses

4. Sub-Licenses for Export Activities

Export activities are one of the sectors prioritized by the Vietnamese Government for simplified procedures to attract international capital and promote global trade balance.

  • Legal Basis: According to the Law on Foreign Trade Management and Decree 69/2018/ND-CP, foreign-invested enterprises that have registered export rights in their Enterprise Registration Certificate (ERC) have the full right to purchase goods in Vietnam for export without needing a separate Business License for this trading activity.
  • Customs Clearance Procedures: The company only needs to register a customs tax code and prepare standard export documents, including: Commercial Invoice, Packing List, Bill of Lading, and Certificate of Origin (C/O) to enjoy preferential tax rates.
  • Exceptions: For certain special goods under specialized management or subject to quotas (such as minerals, natural timber, rare agricultural products, or precursor chemicals), the company must still apply for an export license for each shipment or annually from the relevant specialized ministries (Ministry of Industry and Trade, Ministry of Agriculture and Rural Development).

business-licenses-for-trading-company-in-vietnam

5. Sub-Licenses for E-Commerce Business

The rapid growth of online business models and the establishment of official stores on major e-commerce platforms in Vietnam (such as Shopee, Lazada, Tiki, and TikTok Shop) has created specific legal compliance requirements for business licenses for online business.

The mandatory obligations include:

  • Notification/Registration with the Ministry of Industry and Trade: Whether operating a proprietary e-commerce website or setting up large-scale trading platforms, businesses must complete the online notification/registration procedure on the Ministry of Industry and Trade’s portal as required by Decree 52/2013/ND-CP (as amended by Decree 85/2021/ND-CP).
  • Legal Entity Verification on Platforms: In 2026, major e-commerce platforms in Vietnam apply strict control mechanisms, requiring businesses to provide their Enterprise Registration Certificate (ERC), tax code, and any necessary sub-licenses for goods before activating a business (Mall) storefront.
  • Compliance with the Cybersecurity Law and Consumer Protection Law: Businesses must establish mechanisms to protect customer information, publicly disclose data privacy policies, return policies, and transparent complaint resolution mechanisms in the digital environment.
  • Business License for selling to end consumers: If the e-commerce business model is considered retail (selling directly to end consumers), the company must obtain a Retail Business License from the Department of Industry and Trade as required by regulations.

6. How Vina TPT Supports Sub-Licenses for Trading Companies

Handling sub-license applications independently in a developing market like Vietnam often presents many challenges for FDI executives due to language barriers, complex online filing procedures, and frequent changes in local Economic Needs Test (ENT) decisions. With over 20 years of specialized experience in FDI legal support, Vina TPT offers a comprehensive and professional sub-license support solution:

  • License Mapping and Structuring: We analyze your actual business model to accurately identify the required sub-licenses, avoiding unnecessary applications or missing critical ones that could waste budget.
  • Legal Document Preparation and Optimization: On behalf of the company, we draft business proposals, explain financial capacity, submit applications, and directly liaise with relevant authorities (Department of Industry and Trade, Ministry of Industry and Trade, Food Safety Authority) to obtain approvals.
  • Compliance Infrastructure Setup: We support site surveys and preparation of retail outlets or warehouses to fully meet on-site inspection standards for fire prevention and food safety.
  • End-to-End Service Ecosystem: Vina TPT provides integrated solutions from company establishment and sub-license applications to full accounting, tax, and payroll management services, helping your trading company commence commercial operations in the shortest possible time.

Are you planning to launch a trading company in Vietnam? Contact Vina TPT today for a free, in-depth consultation and receive a complete licensing roadmap tailored to your business model.

BOOK A FREE CONSULTATION

business-licenses-for-trading-company-in-vietnam

[Hiring] SENIOR HUMAN RESOURCES CONSULTANT

1. ABOUT VINA TPT

Vina TPT is an Accounting – Tax – HR – Business Advisory services company. We focus on providing value-added financial consulting services which aim at creating a strong competitive advantage for our clients in a rapidly changing environment. 

2. Recruitment position

We are currently seeking a Senior Human Resource Consultant to join our team. This role offers an excellent opportunity for experienced HR professionals to work closely with FDI companies in Vietnam and deliver comprehensive HR solutions in a dynamic, international business environment.

As a Senior Human Resource Consultant, you will be involved in end-to-end HR service delivery, including recruitment support, labor contract management, payroll and benefits administration, and handling employee relations matters. You will also play a key role in ensuring compliance with Vietnamese labor regulations while supporting clients in their day-to-day HR operations.

This position is ideal for candidates who are detail-oriented, proactive, and eager to further develop their expertise in HR consulting, while building long-term career growth in a professional services setting.

3. Working location: 

Vina TPT office – 83B Hoang Sa, Tan Dinh Ward, HCMC 

4. Job description / Main responsibility: 

As a Senior Human Resources Consultant, you will be able to participate in providing HR services for FDI companies in Vietnam. You will have the opportunity to gain critical skills that are essential to advance career paths in the field of HR services. 

  • Receive and process recruitment-related documents, including posting job openings, screening candidates, scheduling interviews, and tracking results; 
  • Perform procedures related to labor contracts, including drafting contracts, managing employee records, and monitoring contract expiration dates; 
  • Manage the salary and benefits system, including calculating salaries, bonuses, allowances, and insurance benefits; 
  • Resolve labor relations issues, including disciplinary actions, handling complaints, and advising employees on labor law-related matters; 
  • Perform other HR administrative tasks, including managing employee records, tracking leave days, and updating employee information; 
  • Other tasks/duties as requested by clients/service team leaders, etc. 

5. Requirements: 

Educational Background: 

– Bachelor’s degree in Human Resource Management, Law, Economics, or related fields; 

– Professional certifications such as SHRM-CP, SHRM-SCP, or equivalent are preferred. 

Work Experience: 

– At least 03 years of experience in Human Resources, including at least 02 years in a similar position; 

– Experience working in a multinational corporation or FDI company is preferred; 

– Experience working in HR consulting firms, global management consulting firms, or specialized consulting firms, or internal experience in large-scale projects is a plus. 

Skills and Knowledge: 

– Proficient in English (both speaking and writing); 

– Excellent communication, presentation, and negotiation skills; 

– Knowledge of Vietnam Labor Law and regulations related to FDI companies; 

– Comprehensive HR management skills, including recruitment, training, performance management, compensation and benefits, and labor relations; 

– Problem-solving, critical thinking, and effective teamwork skills; 

– Ability to work independently and under high pressure; 

– Proficient in HR management software and office productivity tools; 

– Experience in change management and HR transformation is a plus; 

– Demonstrated success in current role and experience in one or more of the company’s core capabilities. 

 

6. Benefits: 

Salary and Bonuses: 

  • Gross Salary: Basic Salary + Allowances à NEGOTIABLE 

+ Basic Salary: From 60% or more of Gross Salary (social insurance contributions based on the Basic Salary) 

+ Allowances: about 40% 

  • Bonuses: 13th-month salary + performance-based bonus (based on individual KPI evaluation and company business performance). 

Evaluation: 

  • Performance evaluation: one per year; 
  • Salary review: one per year (based on evaluation results and company business performance). 

Other Benefits: 

  • Insurance:
    • Social insurance, health insurance, unemployment insurance in accordance with the law; 
    • Supplementary health insurance (private insurance) for employees and their families (depending on position and seniority). 
  • Leave: 12 annual leave days. 
  • Health check-up: Annual health check-up. 
  • Training and Development:
    • Opportunities to participate in professional training courses to improve skills; 
    • Training cost support (depending on the program and company regulations); 
    • Career development and promotion opportunities within the company. 
  • Working Environment:
    • Professional, dynamic, and friendly working environment; 
    • Opportunities to work with leading experts in the industry; 
    • Participation in team-building activities and company events. 
  • Other Benefits:
    • Travel and business trip allowance (if applicable); 
    • Other employee benefits policies. 

How to Apply

If you are passionate about content creation and want to start your marketing career with real-world experience, please send your CV and a short cover letter (if available) to:

📩 Email: trunghieunhi@vinatpt.com (CC email: infor@vinatpt.com)
📌 Email Subject: [Senior HR Consultant] – Full Name

For any questions, please contact our hotline/Zalo: 0984 980 069

Contact VINA TPT for Support

📞 (+84) 984 980 069
📧 infor@vinatpt.com
🌐 www.vinatpt.com
🏢 5th Floor, More Building, 83B Hoang Sa, Da Kao Ward, District 1, HCMC 

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

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

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

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

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

 

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

Labor law and social insurance regulations are frequently updated

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

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

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

Language barriers and differences in the legal environment

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

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

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

2.1. What is payroll outsourcing?

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

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

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

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

2.2. Payroll outsourcing service implementation process

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

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

Step 1: Collecting and verifying payroll data

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

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

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

Step 2: Preparing and calculating payroll

Based on the verified data, the payroll provider will:

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

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

Step 3: Issuing payslips and supporting salary payment

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

Step 4: Handling tax and insurance obligations

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

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

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

Step 5: Labor reporting and legal compliance

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

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

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

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

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

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

3.1. Focusing on core business activities

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

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

3.2. Saving costs and improving operational efficiency

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

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

3.3. Strengthening compliance and minimizing legal risks

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

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

3.4. Improving employee experience and retaining talent

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

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

EXPLORE OUR SERVICES

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

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

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

4.1. Experience and professional capability

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

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

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

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

4.2. Transparent and reasonable service fees

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

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

4.3. Data confidentiality policy

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

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

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

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

4.4. A comprehensive HR service ecosystem

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

Additional services commonly provided alongside payroll outsourcing services may include:

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

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

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

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

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

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

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

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

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

BOOK A FREE CONSULTATION

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

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

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

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

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

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

Legal eligibility of investment business lines

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

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

No.

Category Definition

Typical Examples

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

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

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

Meeting investment capital and financial capacity requirements

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

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

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

Having a lawful company head office in Vietnam

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

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

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

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

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

International legalization of the investor’s legal documents

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

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

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

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

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

Explore Our Services

Other specific requirements

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

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

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

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

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

Step 1: Prepare the investment dossier

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

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

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

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

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

Required documents include:

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

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

Step 3: Obtain the Enterprise Registration Certificate (ERC)

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

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

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

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

Step 5: Complete tax registration and post-licensing procedures

Before officially commencing operations, the enterprise must:

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

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

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

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

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

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

3. Frequently Asked Questions when doing business in Vietnam

Can Americans own 100% of a company in Vietnam?

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

How long does the process take?

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

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

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

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

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

How can a foreigner start doing business in Vietnam?

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

In general, the process includes:

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

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

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

4. Vina TPT solutions for doing business in Vietnam

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

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

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

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

BOOK A FREE CONSULTATION

FDI Company Setup in Vietnam: Business License & Complete 2026 Guide

setting up company in Vietnam

setting up company in Vietnam

Why Setting up Company in Vietnam is the Strategic Choice for 2026?

The year 2026 marks a pivotal turning point for foreign investors in Vietnam. With significant reforms in the Law on Investment and a roadmap to reduce conditional business lines, the process for setting up a company in Vietnam is becoming more transparent and streamlined than ever.

However, to operate legally in specialized sectors such as retail, distribution, or logistics, investors must follow a structured path from obtaining an IRC and ERC to securing a specific business license.

1. Why Foreign Investors Need a Clear Roadmap in 2026

Starting a business in Vietnam as a foreigner offers immense potential, but understanding the 2026 regulatory landscape is crucial to avoiding delays or rejected applications.

a. FDI Opportunities in 2026

Vietnam maintains its position as Southeast Asia’s “global factory” based on four key pillars:

  • Extensive FTA Network: Leverage tariff incentives from the CPTPP, EVFTA, and RCEP.
  • New Incentive Policies: Strong focus on high-tech projects, circular economy, and renewable energy.
  • Flexible Ownership Structures: 100% foreign ownership is permitted in most sectors, including manufacturing, IT, consulting, and trading.
  • Digitalized Procedures: Significant reduction in waiting times through the National Business Registration Portal.

b. When is a Business License (Trading License) Mandatory?

While many sectors are open, a Business License (Trading License or Retail Distribution License) is still mandatory for foreign investors in “conditional” sectors under WTO commitments and Vietnamese Law.

Even with eased regulations, a separate Business License is required after company formation for:

  • Retail Sales: Directly providing goods to end consumers.
  • Distribution & Import: Applied to restricted or specialized commodity groups.
  • Specialized Services: Logistics, education, healthcare, and F&B.
  • Important Note: By July 1, 2026, sectors like accounting and insurance brokerage will see further liberalization. However, for Retail & Distribution, investors must still seek approval from the Ministry/Department of Industry and Trade.

c. Distinguishing IRC vs. ERC vs. Business License

Understanding these three acronyms is vital for any foreigner setting up a company in Vietnam:

Permit Type Issuing Authority Primary Role
IRC (Investment Registration Certificate) Department of Planning and Investment (DPI) Approves the investment project (capital, objectives, location).
ERC (Enterprise Registration Certificate) Business Registration Office Creates the legal entity and issues the Tax ID.
Business License Relevant Ministry or Department Grants permission to operate in conditional sectors (Retail, etc.).

The Standard Sequence: IRC (Project Approval) → ERC (Company Formation) → Business License (For specific sectors).

2. 5-Step Process for Setting Up Company in Vietnam in 2026

The average timeline for completion ranges from 1 to 2 months, depending on the complexity of your business lines.

Step 1: Choose a Legal Structure & Check Ownership Limits

The most common choice is a Limited Liability Company (LLC) due to its flexibility and limited liability protection. Foreigners must verify if their specific sector requires a Joint Venture (JV) with a Vietnamese partner.

Step 2: Obtain the Investment Registration Certificate (IRC)

Investors submit the application to the DPI. Key documents include:

  • Detailed Investment Project Proposal.
  • Proof of Financial Capacity (Bank statements or audited reports).
  • Office Lease Agreement or Memorandum of Understanding (MOU).
  • Timeline: 15 – 35 working days.

Step 3: Obtain the Enterprise Registration Certificate (ERC)

Once the IRC is issued, the ERC application is typically processed within 3 – 7 working days. This step officially grants your business its legal status.

Step 4: Post-Registration Procedures (Operational Compliance)

Obtaining the ERC is only the beginning. Within 90 days, investors must fulfill these mandatory obligations:

  • Open a Direct Investment Capital Account (DICA): This is the most critical step. All capital contributions, profit repatriations, and share transfers must flow through this account.
  • Capital Contribution: Ensure the total committed capital is transferred into the DICA within 90 days of ERC issuance.
  • Online Investment Reporting: Businesses must report project progress quarterly and annually on the National Investment Information System. Missing these deadlines can lead to heavy administrative fines.
  • Initial Tax & Accounting Setup: Register digital signatures, set up e-invoice templates, and pay Business License Tax (License Fees). Appointing a Chief Accountant or an outsourced accounting representative is a legal requirement for signing financial statements.

Step 5: Specialized Business License (If applicable)

For retail and distribution entities, authorities will assess the application based on local planning and socio-economic impact. Note the Economic Needs Test (ENT) requirement if you plan to open a second retail outlet or more.

setting up company in Vietnam

Get a free 30-minutes consultation

3. Required Documents & Checklist

All foreign documents must be Consularly Legalized, translated into Vietnamese, and notarized.

  • Individual Investors: Notarized passport + Bank balance confirmation.
  • Corporate Investors: Parent company’s Certificate of Incorporation + Audited financial statements (last 2 years) + Resolution appointing the authorized representative.
  • Project Documents: Detailed Business Plan and proof of right to use the business location.

4. Vina TPT: Your Trusted Partner for FDI Success in Vietnam

Establishing a legal entity is just the start. To thrive in the Vietnamese market, businesses need a solid foundation in Accounting, Tax, and HR from day one.

Vina TPT is proud to be a strategic partner, helping foreign investors remove language barriers and navigate local legal complexities:

  • Expert Consulting: From initial setup to tax structure optimization. We keep you updated on the latest regulations, including Global Minimum Tax and 2026 tax incentives.
  • Payroll & HR Management: We handle labor contracts, Social Health & Unemployment Insurance (SHUI), and Personal Income Tax (PIT) finalization for both expats and locals, ensuring absolute confidentiality.
  • Lifecycle Partnership: With over 20 years of experience, Vina TPT provides an “All-in-one” ecosystem. You focus on growth; we handle the administration.
  • No Language Barrier: Our trilingual team (English – Japanese – Vietnamese) ensures transparent communication and seamless management reporting.

Optimize your resources and minimize legal risks with Vina TPT. Contact us today for a 1-on-1 specialized consultation for your 2026 project.

Start your journey in vietnam

setting up company in Vietnam

Top 10 | Ideas for small business in Vietnam for Foreign Investors

1. Overview of Business Opportunities for Foreigners

If you’re exploring ideas for small business in emerging markets, Vietnam stands out as one of the fastest-growing economies in Southeast Asia, backed by a young population, a dynamic workforce and rising consumer demand. Foreign investors can tap into numerous developing sectors.

The Vietnamese market is particularly attractive due to the growth of the middle class, new consumer habits and high demand for quality services. Large cities such as Hanoi, Ho Chi Minh City, Da Nang are ideal destinations to test small business models and implement innovative ideas.

2. Profitable Ideas for Small Business

Below are ideas for small business suitable for foreign investors in Vietnam, detailed implementation so that customers can evaluate the potential:

F&B (Food & Beverage):

  • Coffee shops, restaurants, milk tea stalls with creative concepts.
  • Delivery services, processing organic food, healthy food.
  • Business in foreign specialties or combining local culinary culture.

Education services:

  • Foreign language centers, skills training, teaching STEM or coding for children.
  • Online classes, edu-tech models combined with offline.

E-commerce:

  • Online retail, dropshipping, or specialized sales platforms.
  • Providing unique imported products, targeting middle-class customers.

Light Manufacturing:

  • Processing agricultural products, packaged foods, manufacturing handmade products.
  • Producing small consumer products, souvenirs or fashion accessories.

Support and logistics:

  • Transportation, warehousing, fulfillment for e-commerce.
  • Business consulting, marketing, or office rental services.

Tourism & Travel:

  • Boutique travel agencies, guided tours, eco-tourism, and adventure trips.
  • Services combining local culture, culinary experiences, and foreign-language support.

Health & Wellness:

  • Fitness studios, yoga centers, spas, wellness retreats.
  • Health coaching, organic/natural product shops, or dietary consultation services.

Tech & Digital Solutions

  • App or software development for small businesses, fintech solutions.
  • Digital marketing agencies, social media management, or website development.

Creative & Arts Services

  • Photography studios, interior design, handmade crafts, or art workshops.
  • Event planning, wedding services, or cultural experience workshops for foreigners.

Green & Sustainable Businesses

  • Eco-friendly products, recycling services, sustainable packaging, or zero-waste shops.
  • Solar energy solutions or small-scale environmental consulting for local businesses.

These ideas for small business are suitable for small and medium investment capital, flexible in implementation and can be tested in big cities or niche markets.

4. Key Considerations for Compliance and Operations

When planning to implement ideas for small business in Vietnam, foreign investors need to understand some basic factors about operations and legal compliance. Although you do not need to go into the details of the law, understanding these points will help avoid future risks and ensure the company operates smoothly.

4.1 Tax compliance and financial reporting

Every business in Vietnam must declare value-added tax (VAT), corporate income tax (CIT) and personal income tax (if it has employees). Preparing accounting books from the beginning will help businesses easily prepare monthly, quarterly and year-end financial reports, and avoid tax arrears or administrative fines.

4.2 Social insurance and employee benefits

If a business hires local workers, paying social insurance, health insurance and unemployment insurance is mandatory. This is an important factor to ensure employee benefits and compliance with Vietnamese labor laws.

4.3 Compliance with basic industry and legal regulations

Some industries, such as F&B, education or logistics, require specific business licenses or sub-licenses. A basic understanding of these requirements will help investors choose the right business model and avoid legal risks.

GET LEGAL SUPPORT

4.4 Manage operations and administrative records

Preparing basic procedures such as registering for a tax code, opening a corporate bank account and keeping complete records will help businesses operate effectively right from the start.

In short, understanding the above notes helps investors plan in advance, minimize risks and focus on implementing business ideas, without having to go too deep into detailed regulations on laws and taxes.

5. How Vina TPT Supports Foreign Investors

Vina TPT provides comprehensive services for foreign investors, including:

  • Company setup & registration at state agencies and corporate bank account opening.
  • Accounting & tax compliance: bookkeeping, financial reports, tax registration, declarations, and handling tax inquiries.
  • Payroll & social insurance: payroll calculation, insurance registration, and labor report submissions.
  • Work permit & visa support for foreign employees.
  • Ongoing legal compliance to ensure smooth operations.

With more than 20 years of experience supporting startups and FDI enterprises in Vietnam, Vina TPT commits to providing fast, transparent and legally compliant services, helping investors feel secure from the company setup step to initial operation, optimizing time and costs, while ensuring the business operates effectively and safely.

Explore business opportunities in Vietnam and start your investment journey with Vina TPT

BOOK A FREE CONSULTATION

Top-20-Sectors-for-Business-Opportunities-in-Vietnam-VTPT

[HCM] Hiring | Human Resources Consultant Assistant

Human Resources Consultant Assistant at Vina TPT – a great choice for those looking for jobs in Vietnam. This role offers the opportunity to work with FDI companies, gain hands-on experience in accounting and tax, HR advisory, and build your career in a professional, dynamic environment.

About Vina TPT

Vina TPT is a reputable and professional Accounting, Tax, HR, and Business Advisory Services company in Vietnam. Our mission is to deliver value-added financial consulting services that help clients achieve a strong competitive advantage in a rapidly changing business environment. We specialize in providing tailored solutions for FDI companies in Vietnam, helping them navigate complex tax regulations, streamline accounting processes, and ensure compliance with local laws.

By joining Vina TPT, you will become part of a dynamic and professional team, working alongside industry experts and gaining experience across multiple sectors.

Job description / Main responsibility:

As a Human Resources Consultant Assistant, you will be able to participate in providing HR services for FDI companies in Vietnam. You will have the opportunity to gain critical skills that are essential to advance career paths in the field of HR consulting.

  • Support the salary and benefits system for Clients, including calculating salaries, bonuses, allowances, insurance benefits, Personal Income Tax (PIT) declarations;
  • Support performing procedures related to labor contracts for Clients, including drafting contracts, managing employee records, and monitoring contract expiration dates;
  • Support receiving and processing recruitment-related documents for Clients, including posting job openings, screening candidates, scheduling interviews, and tracking results;
  • Support resolving labor relations issues for Clients, including disciplinary actions, handling complaints, and advising employees on labor law-related matters;
  • Perform other HR administrative tasks for Clients, including managing employee records, tracking leave days, and updating employee information;
  • Other tasks/duties as requested by Clients/HR team leaders, etc.

Working location: Company Office – 83B Hoang Sa, Tan Dinh Ward, Ho Chi Minh City

Requirements:

Educational Background:

– Bachelor’s degree in Human Resource Management, Law, Economics, Accounting or related fields;

Work Experience:

– At least 02 years of experience in Human Resources, specifically Compensation and Benefits (C&B);

– Experience working in the field of HR consulting is preferred.

Skills and Knowledge:

– Proficient in English (both speaking and writing);

– Good communication skills;

– Knowledge of Compensation and benefits and regulations related Vietnam Labor Law;

– Problem-solving, critical thinking, and effective teamwork skills;

– Ability to work independently and under high pressure;

– Proficient in office productivity tools.

Benefits:

Salary and Bonuses:

  • Gross Salary: Basic Salary + Allowances => NEGOTIABLE

+ Basic Salary: 70% of Gross Salary (social insurance contributions based on 70% of Gross Salary)

+ Allowances: 30%

  • Bonuses: 13th-month salary + performance-based bonus (based on individual KPI evaluation and company business performance).

Evaluation:

  • Performance evaluation: one per year;
  • Salary review: one per year (based on evaluation results and company business performance).

Other Benefits:

Insurance:

  • Social insurance, health insurance, unemployment insurance in accordance with the law;
  • Supplementary health insurance (private insurance) for employees and their families (depending on position and seniority).
  • Leave: 12 annual leave days.
  • Health check-up: Annual health check-up.

Training and Development:

  • Opportunities to participate in professional training courses to improve skills;
  • Training cost support (depending on the program and company regulations);
  • Career development and promotion opportunities within the company.

Working Environment:

  • Professional, dynamic, and friendly working environment;
  • Opportunities to work with leading experts in the industry;
  • Participation in team-building activities and company events.

Other Benefits:

  • Travel and business trip allowance (if applicable);
  • Other employee benefits policies.

How to Apply

If you are a motivated and experienced professional seeking a challenging yet rewarding career, send your CV to join Vina TPT as a Human Resource Consultant Assistant in Ho Chi Minh City.

📩 Email: adm@vinatpt.com
📌 Email Subject: [HR Assistant] – Full Name

For any questions, please contact our hotline/Zalo: 0984 980 069

Apply Now

Company registration service for Japanese mechanical manufacturing

Company-registration-service-for-Japanese-mechanical-manufacturing

register-a-company-service-for-japanese

1. Vietnam – A Strategic Base for Japanese Mechanical Manufacturers

Register a company in Vietnam has become increasingly appealing, as the country has emerged over the past decade as a new manufacturing hub in Asia, particularly attractive to Japanese mechanical engineering companies. The reasons come from reasonable operating costs, highly skilled technical human resources and a favorable geographical location for connecting the regional supply chain. In addition, the Vietnamese government has also implemented many tax incentives and infrastructure support policies to attract FDI, especially in the field of mechanical engineering and supporting industries.

For Japanese enterprises, setting up a business in Vietnam not only helps reduce costs but also expands access to the ASEAN market, while maintaining production quality according to Japanese standards. This is the reason why more and more mechanical corporations choose Vietnam as a strategic production base in Southeast Asia.

2. Legal Requirements to Register a Mechanical Manufacturing Company

To register a mechanical manufacturing company in Vietnam, businesses need to carry out some important legal procedures:

2.1 Investment Registration Certificate (IRC) if there is foreign capital.

IRC is the first license allowing the investor to implement the project in Vietnam.

The required documents usually include:

  • Application for investment project implementation and Project proposal: stating the objectives, scale, location, investment capital, progress.
  • Proof of the investor’s financial capacity: bank statement, credit contract or collateral.
  • Legal documents of the investor:
    • Individual: Notarized passport, consular legalization.
    • Organization: Business registration certificate or equivalent document, consular legalization.
  • Project location: lease contract or land/office use rights certificate.

After the IRC is granted (or for 100% domestic-owned enterprises), the investor applies for an ERC – an official license for the enterprise to operate, and also the tax code of the company.

2.2 Enterprise Registration Certificate (ERC) at the Department of Finance.

The ERC dossier usually includes:

  • Application for enterprise registration.
  • Company Charter: stipulates the organizational structure, powers of members/shareholders, capital ratio and management method.
  • List of members/shareholders and legal representatives: clearly state information, ownership ratio, voting rights.
  • Appointment decision and authorization letter (if any).
  • Capital contribution plan & financial evidence: bank statement or credit contract (especially important for large capital projects).

For the mechanical industry, some activities such as heavy metal processing, precision mechanical equipment manufacturing or industrial machinery assembly may require additional specialized licenses or technical safety certificates.

Using a professional service to register a company helps investors avoid legal errors and ensures that documents are processed in accordance with the regulations of Vietnamese authorities.

REGISTER YOUR COMPANY IN VIETNAM NOW

3. Site Selection and Industrial Licensing for Manufacturing Facilities

Choosing a factory location is one of the most important strategic decisions when Japanese mechanical enterprises register a company in Vietnam. A suitable location not only affects the initial investment cost but also determines production efficiency and future expansion.

In terms of location, northern regions such as Bac Ninh, Hai Phong, Hung Yen have the advantage of being close to seaports, convenient for exporting to Japan and ASEAN. Meanwhile, southern regions such as Binh Duong, Dong Nai, Long An have good industrial infrastructure and support services, suitable for domestic supply chains. In addition to land rental costs, businesses also need to consider the ability to recruit technical workers – industrial parks near training centers in Hanoi or Ho Chi Minh City help reduce personnel costs.

register-a-company-service-for-japanese

Investment incentives are also a factor worth considering: corporate income tax exemption for the first 2-4 years, 50% reduction in the following years, support for infrastructure costs or land rental. Many localities also have their own promotion programs for Japanese investors.

After selecting a location, businesses must complete the factory operation licenses, including:

  • Construction license according to the approved industrial park planning.
  • Environmental impact assessment (EIA) report according to regulations of the Ministry of Natural Resources and Environment.
  • Certificate of safety of machinery and equipment, especially for imported mechanical lines.
  • Fire safety certification, ensuring safety systems and labor standards.

Completing all these procedures helps businesses operate legally, avoid interruptions in the production process and facilitate future expansion or investment incentives.

4. Understanding Vietnam’s Regulatory Standards for Mechanical Production to Register a Company 

For Japanese mechanical enterprises, establishing a factory in Vietnam involves not only investment and location but also compliance with local technical, safety, and quality standards, a key factor to maintain reputation and meet global requirements.

4.1. Technical Standards System

Vietnam applies two main groups of standards:

  • TCVN (Vietnam National Standards): Recommended standards based on ISO and JIS, used to control quality and production processes.
  • QCVN (Technical Regulations): Mandatory standards on safety, emissions, and energy use. Non-compliance can lead to fines or suspension.

For export-oriented firms, applying ISO 9001, ISO 14001, ISO 45001, and JIS standards ensures product quality equivalent to factories in Japan.

4.2. Equipment Inspection and Product Certification

All imported machinery are CNCs, lathes, welding, or lifting equipment, and must pass technical safety inspections before operation. Products supplied to FDI projects or exports require CR/CQ certificates, and some industries also need IATF 16949 certification.

Proactive inspection and certification reduce technical risks and enhance global competitiveness.

4.3. Environmental and Workplace Safety

Mechanical factories must install air, wastewater, and waste treatment systems meeting national standards. Enterprises also need regular safety training, inspection of lifting equipment and electrical systems, and proper protective gear.

Strict compliance not only fulfills legal requirements but reflects the Japanese values of safety, discipline, and quality.

4.4. Advantages of Japanese Enterprises

By maintaining JIS or Kaizen-5S management models, Japanese enterprises can:

  • Transfer technology easily
  • Build trust with authorities and partners
  • Access programs from JETRO, JBIC, and Vietnam-Japan cooperation projects

This foundation supports stable, long-term investment with optimized costs and minimal legal risk.

5. How Vina TPT Company Registration Service Simplifies the Setup Process

In the context of the increasingly complex Vietnamese legal system, register a company for foreign enterprises, especially in the mechanical field, requires in-depth knowledge of investment, accounting, tax and technical standards. Vina TPT company registration service was established with the mission of supporting foreign investors, especially Japanese enterprises, to set up business operations in Vietnam quickly, legally and effectively.

Vina TPT provides comprehensive solutions for the process of setting up a business in Vietnam, including:

  • Consulting on investment strategies and choosing a business model suitable for the scale of mechanical production.
  • Preparing documents and applying for an Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) according to the provisions of the Investment Law and the Enterprise Law.
  • Consulting on construction permits, environmental permits, equipment safety certificates and mechanical factory operation procedures.

register-a-company-service-for-japanese

Thanks to a closed service system, Vina TPT helps Japanese enterprises save maximum time, reduce legal risks and ensure the factory launch progress on schedule.

The biggest difference of Vina TPT company registration lies in the team of experts with over 20 years of practical experience in the field of corporate law, accounting, tax in Vietnam.

How Vina TPT Supports Japanese Manufacturing Enterprises: 

  • .Proven FDI Experience: Advised many Japanese projects in mechanics, electronics, and supporting industries, fully understanding local licensing and compliance.
  • Cultural Alignment: Operates with Japanese-style precision, transparency, and discipline in all documentation and processes.
  • End-to-End Support: A strategic partner from setup to operation and expansion.
  • Bilingual Team: Fluent Japanese communication ensures smooth coordination and minimized barriers.
  • Focused on Results: Ensures legal compliance, cost efficiency, and sustainable growth for every project.

Contact Vina TPT today for free consultation on the process register a company and setting up a mechanical factory in Vietnam.

CONTACT US NOW

register-a-company-service-for-japanese