Company Formation, Lasted News

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

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

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

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

1. What is a Representative Office in Vietnam?

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

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

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

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

2. Eligibility Requirements for Foreign Companies

To qualify for an RO in Vietnam:

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

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

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

Step 1: Prepare Documents

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

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

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

Step 2: Submit Application

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

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

Step 3: Obtain RO License

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

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

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

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

4. Common Challenges and Tips

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

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

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

5. Ready to Establish Your Representative Office in Vietnam?

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

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

BOOK A FREE CONSULTATION

Business Knowledge, Finance & Accounting Knowledge, Lasted News, Legal News

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

Posted on 30/12/202530/12/2025 by ASS

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.

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

Company Formation, Tax Knowledge

Business Setup Consultant Vietnam: Start Your Small Foreign Business Smoothly

Posted on 09/10/202509/04/2026 by ASS

alt="Foreign investors establish business in Vietnam with professional setup consultant support"

1. Why Small Foreign Investors Choose to Establish Business in Vietnam

Vietnam is becoming an ideal destination for small investors thanks to its low operating costs, young workforce and large consumer market. Compared to many other countries in the region, establishing a business in Vietnam brings clear advantages in terms of rental costs, labor and customer access. In addition, the Vietnamese Government is increasingly issuing many preferential policies to attract FDI capital, especially in the fields of technology, education, trade services and clean agriculture.

Some small business sectors that are attracting the attention of foreign investors include:

International style restaurants and cafes
Foreign language and skills training centers
Small-scale e-commerce startups
Consulting and creative design services
Beauty & wellness services
Fashion and lifestyle boutiques
Cosmetics and personal care retail. These sectors are particularly attractive to investors from Japan, South Korea, the United States, and China, where consumer demand and business expansion opportunities in Vietnam are seen as highly promising.

With strong growth potential, opening a small-scale company is not only suitable for market exploration but also a foundation for future business expansion.

DISCOVER HOW BUSINESS SETUP CONSULTANT VIETNAM CAN HELP YOU

2. Legal Basics for Small-Scale Foreign Businesses

To establish a business in Vietnam, small investors need to understand the basic legal regulations. The good news is that small-scale projects often require low investment capital and simpler procedures than large enterprises.

Some important legal factors include:

Minimum investment capital: depending on the field, many industries do not require high statutory capital, making it easy for investors to start.
Registered industries: need to choose industries that are allowed according to Vietnamese law and the WTO.
Business license: for conditional fields such as education, logistics services, or restaurants – cafes, businesses need to apply for additional specialized licenses.
Business type: the most popular for small investors is a Limited Liability Company (LLC) or Representative Office.

Understanding these conditions will help the business registration process go smoothly and legally from the beginning.

3. Step-by-Step Guide to Setting Up a Small Business

When small foreign investors plan to establish business in Vietnam, understanding the step-by-step process is essential to avoid unnecessary delays and legal risks. Setting up a business may sound complex, but with the right guidance, it can be smooth and straightforward.

Step 1: Prepare the investment documents – This includes drafting the investment proposal, choosing the right business structure (LLC, joint venture, or representative office), and identifying the scope of activities. Investors need to ensure that their chosen industry is open for foreign participation under Vietnamese law.

Step 2: Apply for the Investment Registration Certificate (IRC) – For most foreign-owned companies, this is the first legal approval. It confirms the investor’s right to operate in Vietnam and outlines essential project details such as charter capital, investment scale, location, and business scope. Without the IRC, foreign investors cannot proceed to the next step of enterprise registration.

Documents typically required for IRC application include:

Application for investment project implementation & Project proposal: Stating objectives, scope, scale, investment capital, location, and implementation schedule.
Proof of investor’s financial capacity: Bank statements, audited financial reports, credit contracts, or collateral documents.
Legal documents of the investor:

For individuals: Notarized passport, consular legalization.
For organizations: Business Registration Certificate or equivalent, consular legalization.

Evidence of project location: Office/land lease agreement or land use rights certificate.
Power of attorney/authorization letter (if the investor appoints a third party to handle procedures).

All foreign documents must be consular legalized and officially translated into Vietnamese before submission. This step often prolongs the preparation process, so it is recommended that investors cooperate with a reliable company registration service to ensure accuracy and save time.

Step 3: Obtain the Enterprise Registration Certificate (ERC) – Once the IRC is granted, the next step is to register the business entity officially. This is comparable to a company registration service and provides the legal identity of the enterprise.

Step 4: Open a bank account and contribute charter capital. After receiving the Enterprise Registration Certificate (ERC), investors are required to open a capital account at a licensed commercial bank in Vietnam. This account will be used exclusively for injecting charter capital and handling transactions related to foreign investment.

Capital contribution timeline: The owner/members/shareholders must fully contribute the registered charter capital within 90 days from the issuance date of the ERC. Failure to meet this deadline may result in administrative penalties or forced adjustment of charter capital in the company’s registration.

Contributing capital on time is not only a compliance requirement but also strengthens the company’s credibility when applying for future business licenses, work permits, or expanding operations in Vietnam.

Step 5: Register for tax and post-licensing procedures – This includes obtaining tax codes, registering for VAT, and fulfilling labor and insurance obligations if hiring employees.

Step 6: Apply for additional sector-specific licenses (if required) – For industries such as F&B, education, or e-commerce, further permits may be necessary.

By working with a trusted business setup consultant Vietnam, small investors can streamline the above steps, reduce administrative burdens, and ensure full compliance with local regulations. Firms like Vina TPT company registration provide end-to-end assistance, helping investors save time and resources while minimizing costly mistakes.

I If you want to establish business in Vietnam without unnecessary delays, consider working with a reliable company registration service like Vina TPT. Our business setup consultant Vietnam team is ready to guide you through every step smoothly. With a team of seasoned lawyers and tax experts possessing 10–20 years of experience and having worked with more than 200 FDI enterprises, we are well-equipped to anticipate regulatory hurdles, streamline documentation, and ensure full compliance with local laws.

4. Cost-Saving Tips for Small Investors

For small investors establishing a business in Vietnam, saving costs is an important factor in maintaining capital flow for business operations. One of the most effective ways is to choose a business type that is suitable for the scale and development goals, such as a limited liability company instead of a joint stock company. In addition, optimizing charter capital also helps reduce initial financial pressure while still ensuring compliance with legal requirements. Instead of handling all the complicated procedures themselves, investors should use a professional company registration service. This not only helps minimize the risk of errors, but also saves time and costs arising from delayed procedures or having to supplement them many times.

5. Working with a Business Setup Consultant

Working with a business setup consultant Vietnam brings great advantages to foreign investors, especially small businesses that are new to the market. With a deep understanding of the legal system, licensing conditions and administrative procedures, consultants will help the entire procedure take place quickly and legally. Moreover, they also play the role of strategic advisors, providing cost-optimized solutions, choosing feasible business lines and supporting the handling of problems arising during the business operation process. This helps investors not only shorten the time to set up a business but also focus on core business activities from the very first days.

To turn investment plans into reality quickly and economically, many small investors have chosen to accompany Vina TPT with a complete company registration service, ensuring legal and transparent procedures right from the first step.

6. Vina TPT Company Registration Service for Small Investors

With experience supporting hundreds of foreign investors, Vina TPT company registration service offers a complete solution specifically for small businesses.

Vina TPT’s strengths:

Advising on costs and reasonable capital structures for small startups.
Preparing complete and correct business registration documents.
Representing and monitoring the progress with state agencies.
Supporting post-registration procedures: seal engraving, account opening, tax declaration.

Thanks to professional services and a team of legal experts, Vina TPT helps small investors establish businesses in Vietnam easily, quickly and legally.

Contact Vina TPT now to use the Business setup consultant Vietnam service to start your business journey in Vietnam with optimal costs and transparent procedures.

BOOK A FREE CONSULTATION

Company Formation, HR News, Lasted News

Cost Comparison: In-House HR vs Outsourced Payroll for FDI in Vietnam

Posted on 09/10/202506/04/2026 by ASS

Vina TPT HR outsourcing Vietnam solution for foreign businesses

1. HR Management Challenges for FDI Companies in Vietnam

As FDI companies expand their operations and investments in Vietnam, HR Outsourcing Vietnam becomes an increasingly relevant solution as one of the biggest challenges is hiring employees and building an internal HR department. The labor system in Vietnam has many specific regulations such as social insurance, health insurance, personal income tax law and regulations on labor contracts. For newly established businesses in Vietnam, understanding this entire legal framework often takes a lot of time, resources and is prone to errors.

In addition, cultural differences and language barriers also create additional pressure when businesses want to recruit the right people, manage benefits and set up Human Resources Management Challenges for FDI Companies in Vietnam

As FDI companies expand their operations and investments in Vietnam, HR Outsourcing Vietnam becomes an increasingly relevant solution as one of the biggest challenges is hiring employees and building an internal Human Resources department. The labor system in Vietnam has many specific regulations such as social insurance, health insurance, personal income tax law and regulations on labor contracts. For newly established businesses in Vietnam, understanding this entire legal framework often takes a lot of time, resources and is prone to errors.

In addition, cultural differences and language barriers also create additional pressure when businesses want to recruit the right people, manage benefits and set up Hiring Relation systems. This is the reason why more and more FDI companies choose HR & payroll service as a safer, more economical and effective solution than building an in-house HR team from the beginning.

2. Understanding In-House HR Costs

When maintaining an in-house HR department, FDI enterprises must consider many hidden and fixed costs. First is the recruitment cost, including advertising, headhunter fees, interviews, and training. Next is the salary and benefits for the Human Resources team, which are often higher due to the demand for personnel with legal knowledge and bilingual skills. Moreover, for every in-house employee, enterprises must also pay compulsory social insurance, health insurance, and unemployment insurance, which together amount to approximately 20.5% of the employee’s monthly salary.

In addition, enterprises need to invest in HR & payroll software systems, employee records management, timekeeping, and payroll calculation. Operating costs such as office space, equipment, and the management time required from the board of directors also cannot be overlooked. Particularly for businesses in Vietnam during the early stages, this total cost structure can easily exceed the planned budget, creating financial pressure and reducing operational flexibility.

Therefore, outsourcing or applying HR & payroll service is becoming a more effective alternative, helping FDI enterprises balance finances and focus on business development.

DISCOVER HR OUTSOURCING VIETNAM BENEFITS

3. Breakdown of Outsourced HR & Payroll Service Expenses

When choosing HR & payroll service, businesses only need to pay service fee based on the number of employees, instead of bearing the entire fixed cost of in-house HR. HR outsourcing service usually includes many items: drafting labor contracts, registering for social insurance, managing employee records, processing monthly payroll, declaring and paying personal income tax. Some advanced packages also support legal advice, updating changes in labor laws, and providing periodic human resources reports. Compared to maintaining an entire HR department, outsourcing allows businesses to predict and control costs more clearly. Especially for companies that have just opened a business in Vietnam, Vina TPT Hiring Employees Service brings advantages thanks to its flexible model, all-inclusive services, and transparent costs, ensuring that businesses only pay for what is necessary without incurring unexpected fees.

4. Key Factors Beyond Cost

Although cost is an important factor, when comparing in-house HR and outsourced service, FDI enterprises need to consider more long-term values. One of them is compliance with Vietnamese labor laws, a factor that helps avoid legal risks and protect brand reputation. Next is flexibility, allowing enterprises to easily expand or reduce the size of their staff without having to recruit or fire them complicatedly. In addition, outsourcing also brings operational efficiency, helping the management focus resources on business development strategies in Vietnam instead of handling administrative procedures.

With HR & payroll service, enterprises have access to experts who understand the market, laws and local HR processes. This is a factor that Vina TPT Hiring Employees Service is providing outstandingly, bringing peace of mind to FDI when managing human resources in Vietnam.

5. Cost-Benefit Analysis: In-House vs Outsourcing

If analyzed as a whole, we can see a clear difference between maintaining an in-house HR department and using HR outsourcing combined with HR & payroll service:

HR in-house:

Enterprises have the ability to directly control their human resources and internal processes.
However, the costs of recruitment, training, salaries, benefits and maintaining the management system are very high.
The risk of errors in compliance with labor laws and tax regulations often occurs, especially for FDI enterprises that have just started doing business in Vietnam.

Outsourced HR & payroll service:

Provides a cost-saving solution, easily scalable according to the size of the workforce.
Reduces costs by 30–50% compared to maintaining in-house HR while still ensuring transparency and effective management.
Minimizes legal and administrative risks, while ensuring compliance with labor and tax regulations in Vietnam.
Creating transparent human resource data, supporting businesses in long-term development planning.

Looking at both costs and benefits, outsourcing HR is not only a short-term option but also an optimal strategy for FDI companies that want to develop sustainably in Vietnam.

6. Vina TPT Hiring Employees Service Advantage

Vina TPT Hiring Employees Service is specially designed for FDI enterprises that want to build and operate their business in Vietnam effectively. With a team of experts knowledgeable in labor, insurance and tax laws, Vina TPT provides a complete HR & payroll service solution including: recruitment, contract drafting, salary and bonus management, social insurance, and personal income tax declaration. The big difference of Vina TPT is the ability to advise on human resource strategies in parallel with legal compliance, ensuring that businesses both save costs and operate transparently. Instead of spending months building in-house HR, businesses can quickly deploy an optimal HR system in just a few days. This is the advantage that helps FDI companies confidently expand their scale, flexibly manage human resources and develop sustainably in the Vietnamese market.

Vina TPT’s HR & payroll service helps businesses save costs, reduce risks and focus on business development in Vietnam. Contact now!

BOOK A FREE CONSULTATION

Company Formation, Lasted News

How Singapore Investors Can Smoothly Establish Business in Vietnam

Posted on 03/10/202516/04/2026 by ASS

1. Why Singapore Investors Choose to Establish Business in Vietnam

Vietnam is becoming an attractive investment destination for Singapore investors in Vietnam thanks to its strategic geographical location in Southeast Asia, competitive labor and operating costs, and free trade agreements (FTAs) that facilitate exports and trade.

For small and medium-sized enterprises from Singapore, establishing a business in Vietnam opens up opportunities to access a large consumer market, taking advantage of lower operating costs compared to other saturated markets. In addition, the preferential policies of the Vietnamese Government for a number of industries such as technology, manufacturing, education and renewable energy also increase the attractiveness, helping Singapore investors to expand their scale sustainably.

2. Key Legal Requirements for Singapore Companies

To ensure a smooth business establishment in Vietnam, Singapore investors need to understand the legal requirements. Choosing the type of business such as Limited Liability Company (LLC), Joint Stock Company (JSC) or Representative Office will determine the ownership structure, charter capital and management rights.

Investors need to determine the investment capital, business lines and licensing conditions. Some specific business lines may require additional licenses or pre-investment approval from state agencies. Basic legal documents include the company charter, list of shareholders/members, legal documents of the investor, legal head office address, and capital contribution plan.

For FDI projects, Singapore investors need to apply for an Investment Registration Certificate (IRC) to get investment approval, then apply for an Enterprise Registration Certificate (ERC) – the official business license and tax code of the enterprise. Compliance with these legal requirements is a prerequisite for legal and effective business operations.

3. Prepare Documents and Apply for Business License (IRC & ERC)

For Singapore investors in Vietnam, establishing a business in Vietnam cannot be separated from the steps of preparing documents and applying for licenses. This is an important stage, especially for FDI projects, because complete and accurate documents determine the progress of granting Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) – two mandatory licenses for businesses to operate legally.

3.1 Investment Registration Certificate (IRC) – For FDI

For projects with foreign investment capital, IRC is the first license, allowing investors to implement projects in Vietnam. The documents usually include:

Application for implementing investment projects and Investment Plan, clearly stating the objectives, scale, location, capital and progress of the project.
Evidence of the investor’s financial capacity, such as bank statements, credit contracts or mortgaged assets.
Legal documents of the investor: individuals submit notarized and consularized passports; legal entities submit notarized and consularized business registration certificates.
Project location, including lease contract or land/office use right certificate.

3.2 Enterprise Registration Certificate (ERC) – Operating License

After the IRC is issued (or for 100% domestic-owned enterprises), the investor submits an application for an ERC – which is an official license for the enterprise to operate and also a tax code. The ERC dossier includes:

Business registration application.
Company Charter, which stipulates the organizational structure, member/shareholder rights, capital contribution ratio and management method.
List of shareholders/members and legal representatives, clearly stating information, ownership ratio and voting rights.
Appointment decision and authorization letter (if any).
Capital contribution plan & proof of financial capacity, especially important for large capital projects.

3.3 General requirements and important notes

Notarization, consular legalization & translation into Vietnamese: all documents of foreign investors must be completed before submission. This is a step that often causes delays if the dossier has many shareholders or is complicated.
Legal head office address: do not use apartments or collective houses.
Unified information: company name, address, capital, and business lines must be consistent on all dossiers.
Choosing the right business line: ensure that investment conditions are met to avoid multiple amendments.

3.4 Time to prepare and submit documents

Document preparation: 1-2 weeks, depending on the volume and complexity of legalization.
IRC appraisal: about 20-45 working days.
ERC issuance: 10-20 days after IRC approval.

Due to the complicated process of preparing documents and applying for ERC/IRC, Singapore investors should hire outsourcing with professional services such as Vina TPT start-up business license service. This not only saves time, limits legal errors but also ensures that the licensing process is quick, transparent and safe.

GET EXPERT HELP WITH IRC & ERC REGISTRATION

4. Common Challenges and How to Overcome Them

Singaporean investors often face difficulties due to differences in laws, taxes, and administrative procedures between Vietnam and Singapore. Language barriers and incomplete understanding of regulations also hinder the preparation of documents and communication with authorities.

Common problems include delays in IRC or ERC approval, inconsistent information in documents, and additional licensing requirements for specific industries. Working with a business setup consultant Vietnam helps to minimize these risks through legal advice, accurate document preparation, and direct dealing with government agencies, allowing investors to focus on business planning and strategic operations.

5. Role of a Business Setup Consultant in Vietnam

Using a business setup consultant Vietnam is an important strategy for Singapore investors to optimize the company registration process. Consultants help identify the appropriate type of business, review and prepare all legal documents, and ensure compliance with Vietnamese regulations.

In addition, consultants also provide strategic advice on capital allocation, investment approval, and application for specific industry licenses, helping investors avoid legal errors and shorten the time to complete documents. As a result, Singaporean businesses save costs, time, and feel more secure in long-term development in Vietnam.

6. Vina TPT Company Registration Service for Singapore Investors

Vina TPT company registration offers a complete solution for Singapore investors in Vietnam, with outstanding advantages:

Comprehensive support: From initial consultation, document preparation, document submission, to post-registration support.
Legal compliance: Ensure documents are valid for both IRC and ERC.
Industry expertise: Guidance on applying for additional licenses for regulated fields such as education, fintech, manufacturing.
Multilingual service: Bilingual support in Vietnamese and English, ensuring accurate and easy-to-understand information for investors.
Save time and costs: Help shorten the registration process, limit errors and reduce operating costs.

Singapore investors can rest assured when choosing Vina TPT company registration to establish business in Vietnam quickly, legally and effectively.

Contact Vina TPT today for advice and quick implementation of business registration in Vietnam!

BOOK A FREE CONSULTATION

Company Formation

How to Establish Business in Vietnam: Step-by-Step Company Formation Guide with Vina TPT

Posted on 03/10/202506/04/2026 by SEN

Vietnam is becoming one of the most attractive startup and investment destinations in Southeast Asia thanks to its stable economic growth rate, increasingly open business environment and young, dynamic workforce. However, to successfully establish business in Vietnam, businesses and investors need to prepare a clear roadmap — from choosing the type of company and building the charter, to completing legal documents and applying for an operating license. Many founders turn to a professional company registration service or company formation services to streamline paperwork, ensure compliance and speed up market entry. Using a trusted business license service can simplify obtaining the necessary permits, including the startup business license Vietnam, which is critical for early-stage ventures and foreign-invested enterprises. Each stage requires accuracy and strict compliance with regulations. The following article will guide you step-by-step, helping you visualize the entire process from the idea stage to when the business officially starts operating legally in Vietnam.

1.Step 1: Planning Your Venture to Establish Business in Vietnam

Choosing the right type of business is the foundation for startups or investors to establish a business in Vietnam successfully and develop sustainably. In Vietnam, the three most popular models are:

Limited Liability Company (LLC): suitable for small and medium enterprises, simple management structure, limited liability according to capital contribution.
Joint Stock Company (JSC): suitable for large projects or enterprises with plans to raise capital, list shares.
Representative Office: often used for foreign enterprises that want to survey the market but have not yet directly operated.

Each model carries different regulations on ownership structure, management rights, tax obligations and capital mobilization ability. To make the right decision, investors need to clarify the following factors:

Business lines: Check whether the field of operation is on the list of conditional business lines or not. Some sectors such as education, finance, e-commerce or healthcare may require specialized licenses or limit the percentage of foreign investment.
Charter capital: This is the company’s committed capital and is clearly stated in the business registration dossier. The minimum capital will vary depending on the industry, however, most fields in Vietnam do not require a minimum capital, except for some specific industries such as banking, insurance, securities investment or real estate. This also creates flexible opportunities for investors, especially startups or FDI who want to test the Vietnamese market without having to commit too much capital. The capital stated in the charter also affects the quota for granting work permits to foreigners and future tax obligations.
Target investors: Legal procedures will be clearly different between domestic investors and FDI (foreign direct investment). FDI projects must go through the additional step of applying for an Investment Registration Certificate (IRC) before registering a business.
Pre-investment approval: Some large-scale projects or projects in sensitive sectors (e.g. real estate, energy) may require pre-approval from the Provincial People’s Committee or the Ministry of Planning and Investment before submitting the dossier to the company registration service.

Carefully analyzing these factors from the beginning will help businesses choose the right model, prepare accurate documents and significantly shorten the time to obtain a license.

2. Step 2: Preparing Documents with a Reliable Company Registration Service

Preparing documents for the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) is the most important step in the process of establishing a business in Vietnam, especially for projects with foreign investment capital.

2.1 Investment Registration Certificate (IRC)

If the project has FDI 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.

2.2 Enterprise Registration Certificate (ERC)

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.

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).

2.3 General Requirements and Important Notes

Consular legalization & translation: All documents of foreign investors must be notarized, consular legalized and translated into Vietnamese before submission. This is a factor that often prolongs the preparation time.
Valid head office address: Do not use apartment or collective house address.
Unified information: Company name, address, capital, industry… must be consistent on all documents.
Business line: Should choose a suitable industry and be qualified for investment to avoid being asked to make many changes.

2.4 Estimated time

Document preparation: 1-2 weeks, depending on the volume of documents and the level of complexity.

IRC appraisal: 20-45 working days.
ERC issuance: 10-20 working days after IRC (or similar if the enterprise is a domestic enterprise).

In fact, if the enterprise cooperates with a reputable company registration service, it will help the enterprise quickly handle the consular legalization, translation and submission of documents, shortening the time and increasing the possibility of being licensed the first time.

3. Step 3: Applying for an Enterprise Registration & Business License Service

For FDI projects, the licensing process usually consists of two main steps:

Investment Registration Certificate (IRC): Required for projects with foreign investment capital. Processing time: about 15–30 working days depending on the industry and locality.
Enterprise/Business Registration Certificate (ERC/BRC): Confirmation of business establishment. Processing time: about 10 working days after the application is approved.

The receiving agency is the local Department of Finance or through the National Business Registration Portal. From 2025, enterprises must register for corporate e-ID to submit documents and perform obligations online.

4. Step 4: Post-Registration Essentials for a Startup Business License in Vietnam

After receiving ERC/BRC, the enterprise needs to complete the following steps:

Engrave the legal seal and register the seal sample (if using a physical seal).
Open a bank account and complete capital contribution within the prescribed time limit.
Register for tax and get an electronic tax code.
Register for labor and social insurance.
Register to use electronic invoices for commercial transactions.

If not completed on time, the enterprise may be fined or have its license revoked.

AVOID PENALTIES – LET VINA TPT HANDLE YOUR SETUP

5. Maintaining Compliance with Ongoing Business License Service Support

Depending on the field of operation, enterprises may need to apply for additional specialized licenses after being granted an Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).

For example:

Food safety: Restaurants, cafes, food processing facilities must have a Food Safety Certificate.
Education/Training: Foreign language centers, private schools need an Education Operation License.
Fintech/Financial Services: Some activities such as payment intermediaries, peer-to-peer lending need a License from the State Bank.
Environment/Production: Manufacturing plants or projects with environmental impacts must prepare and obtain an Environmental Impact Assessment (EIA) Report.

In addition to additional licenses, enterprises must also maintain periodic compliance obligations, including:

Annual reporting: Submitting reports on operations and finances to the Department of Finance and tax authorities to ensure transparency.
Maintaining statutory capital: Some conditional industries (e.g. banking, insurance, real estate, logistics) require businesses to maintain a minimum statutory charter capital. If the actual contributed capital falls below the prescribed level, the business may be fined or have its license revoked.
Updating business information: Any changes related to capital structure, shareholders, legal representatives or head office address must be registered and notified to Department of Finance promptly. Delayed notification may result in administrative fines or invalidation of related transactions.

Applying for additional licenses or updating information usually has a specific time limit (usually 10–30 days depending on the type). Businesses should monitor closely to avoid being fined or having their business license revoked.

6. Why Choose Vina TPT Start-up Business License Service for End-to-End Setup

When establishing a business in Vietnam, especially for foreign investors or startups operating for the first time, handling the procedures to establish a business in Vietnam by yourself can be time-consuming, prone to legal errors and prolong the licensing time. This is when Vina TPT start-up business license service becomes the optimal solution, providing a full package of services from initial consultation to post-registration.

Outstanding advantages when cooperating with Vina TPT:

Consulting on international standard business structure: Legal experts analyze investment objectives, business lines and charter capital to propose suitable types (LLC, JSC, Representative Office).
Preparing documents & representing ERC/IRC submission professionally: Vina TPT prepares all documents in Vietnamese and English, ensuring compliance with regulations and increasing the rate of being licensed right the first time.
Support for consular legalization & multilingual translation: A team fluent in English, Japanese and Vietnamese helps shorten the time for legalizing documents for FDI investors.
Fast implementation – Cost savings: Shorten the time to apply for a business license service, limit errors leading to additional costs or administrative fines.
Post-registration & long-term compliance: Support for seal engraving, opening bank accounts, tax registration, labor declaration and guidance on applying for specialized licenses (food safety, education, fintech …).

With Vina TPT company registration service, businesses not only save time and costs but are also guaranteed that the entire process from startup business license Vietnam to actual operation is legal, transparent and safe.

Ready to start your business journey in Vietnam? Contact Vina TPT today to receive detailed advice and the most suitable business plan for your startup.

BOOK A FREE CONSULTATION