Company Formation in Vietnam: Complete Guide for Foreigner

Foreigners can register a company in Vietnam, and in most industries, 100% foreign ownership is allowed without needing a Vietnamese partner. Vietnam company formation for foreigners generally involves two government certificates — an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) — now issued by the provincial Department of Finance rather than the former Department of Planning and Investment. Since Vietnam’s Investment Law 2025 took effect on 1 March 2026, foreign investors can also choose to establish the company first and complete the IRC within 12 months, a flexible option most English-language guides have not yet reflected. This article walks through the business structures available to foreigners, current capital and documentation requirements, the accurate step-by-step registration process for 2026, restricted sectors, realistic costs and timelines, and what to handle once your company is registered. For guidance tailored to your specific business plan, Nam Sơn Law is available by phone or Zalo throughout the process.

What Is Company Formation in Vietnam and Can Foreigners Register a Company Here?

Company formation in Vietnam is the legal process of creating a business entity recognized under Vietnamese law — one that can sign contracts, hire staff, open bank accounts, and issue invoices in its own name. Yes, foreigners can register a company in Vietnam, and current law does not require a local co-owner for most business lines; a foreign individual or a foreign parent company can hold 100% of the charter capital.

The legal foundation for foreign investment has changed significantly over the past year. Vietnam’s Investment Law 2025 (Law No. 143/2025/QH15) took effect on 1 March 2026, replacing the 2020 framework that most existing English-language guides still describe. Together with the law amending the Enterprise Law (Law No. 76/2025/QH15, effective 1 July 2025) and Decree 96/2026/NĐ-CP (effective 31 March 2026), these changes reshaped who reviews your application, in what order the paperwork can happen, and what must now be disclosed.

This guide reflects the process as it currently stands — including the parts that have already changed but that most competitor content, including some written by Vietnamese firms, has not caught up with yet.

What Types of Business Entities Can Foreign Investors Set Up in Vietnam?

Foreign investors most commonly choose between four structures: a Limited Liability Company (LLC), a Joint-Stock Company (JSC), a Representative Office (RO), or a Branch. The right choice depends on whether you plan to generate revenue in Vietnam, how many owners are involved, and whether you intend to raise capital from outside investors later.

Should You Choose a Single-Member or Multi-Member LLC?

A Limited Liability Company is the default choice for most foreign-owned small and medium businesses in Vietnam, largely because it is simple to manage and shields owners from liability beyond their capital contribution. A single-member LLC suits one individual or one corporate investor who wants full control. A multi-member LLC allows between 2 and 50 members and works well for partnerships or joint ventures. Neither type sets a fixed minimum charter capital for most business lines.

When Does a Joint-Stock Company (JSC) Make More Sense?

A JSC requires at least three shareholders and a more layered management structure, but it is the only structure that can issue shares — making it the right choice if you plan to raise capital from multiple investors or eventually list on a stock exchange. Most foreign entrepreneurs running a straightforward service, trading, or manufacturing business find an LLC simpler to manage; JSCs tend to suit larger-scale or fundraising-driven ventures.

What’s the Difference Between a Representative Office and a Branch?

A Representative Office (RO) is not a separate legal entity and cannot generate revenue — it can only conduct market research, promote the parent company’s business, and liaise with partners. It is a low-cost way to test the Vietnamese market, but the foreign parent company generally must have been operating for at least one year before opening one. A Branch can generate revenue, but Vietnamese law only permits branches in a narrow range of sectors, such as banking, insurance, and law, and requires the parent company to have operated for at least five years. Most foreign investors who want to trade, manufacture, or provide services broadly will need a fully registered company (LLC or JSC) rather than an RO or Branch.

What Are the Legal Requirements to Register a Company in Vietnam as a Foreigner?

Before filing, foreign investors need to satisfy four main requirements: a proposed capital amount, a registered address, a legal representative, and — since mid-2025 — a disclosure of the company’s beneficial owner.

Is There a Minimum Capital Requirement?

For most business lines, Vietnamese law does not set a fixed minimum charter capital. Instead, you propose an amount the authorities consider reasonable for your business plan, and you must actually contribute that capital — transferred through a Direct Investment Capital Account (DICA) — within 90 days of receiving your Enterprise Registration Certificate. A small number of conditional sectors do set specific minimums; for example, International Travel Business generally requires at least VND 250.000.000 in legal capital, while banking and insurance carry much higher, sector-specific thresholds.

Do You Need a Vietnam Address and a Local Legal Representative?

Yes. Every company needs a registered office address in Vietnam — a signed lease agreement is standard, and a compliant virtual office is often acceptable for service businesses without a physical storefront or factory. You also need at least one legal representative who resides in Vietnam; this can be a foreigner holding a valid visa or work permit, or a Vietnamese citizen.

What Is the New Beneficial Owner Disclosure Requirement?

Since 1 July 2025, under Law No. 76/2025/QH15 amending the Enterprise Law, companies must identify their “beneficial owner” — the individual who actually owns or controls the company, even if that ownership sits behind a holding company or nominee structure — and include this information (name, date of birth, nationality, and ownership or control ratio) in the registration dossier. Companies must also keep this information updated and report any change to the business registration authority. This anti-money-laundering requirement is new enough that many foreign investors, and even some advisors, are not yet factoring it into their document preparation.

What Is the Step-by-Step Process to Register a Company in Vietnam in 2026?

This is the part of the process that has changed the most — and where outdated information causes the most confusion. Two certificates are still required for most foreign-invested projects, but since March 2026, investors can choose the order in which they obtain them, and a different government authority now reviews the applications.

Can You Register the Company Before Getting the Investment Certificate?

Under the previous Investment Law 2020, foreign investors always had to obtain the IRC first, then use it to apply for the ERC — with no exceptions. Under the Investment Law 2025 and Decree 96/2026/NĐ-CP (Article 72), investors can now choose between two paths.

Path A — Register first, then invest (new): Establish the enterprise and receive the ERC first, provided the ERC application includes a commitment to meet market access conditions for foreign investors. You then have 12 months from the date of establishment to complete the IRC application. During this window, the company cannot yet officially launch the investment project or freely add new business lines.

Path B — Invest first, then register (traditional): Apply for the IRC first, then use it to register the enterprise and receive the ERC — the process most guides still describe as the only option.

Path A can get your legal entity up and running in a matter of weeks, which is useful if you need to sign a lease, open a bank account, or hire staff early. Path B suits investors who want investment approval locked in before setting up the corporate structure. Because the right choice depends on your sector and project size, this is worth discussing with a Vietnamese legal advisor before filing.

Which Government Authority Now Handles Company Registration?

Business registration is now handled by the provincial Department of Finance (Sở Tài chính), which absorbed this function from the former Department of Planning and Investment under Decree 168/2025/NĐ-CP. If a guide you’re reading still refers to the “Department of Planning and Investment” as the registration authority, it has not been updated for the current framework.

How Long Does Each Step Take?

Which Business Sectors Are Restricted or Conditional for Foreign Investors?

Most industries are fully open to foreign ownership, but a smaller list of “conditional” sectors carries extra requirements — from ownership caps to mandatory joint ventures.

Which Sectors Allow 100% Foreign Ownership?

Sectors including IT and software development, management consulting, export-oriented manufacturing, and most professional and trading services are generally open to full foreign ownership, with no requirement for a Vietnamese partner.

Which Sectors Require a Local Partner or Special Approval?

Banking, insurance, telecommunications, broadcasting, publishing, and certain education and logistics sub-sectors are treated as conditional, often capping foreign ownership or requiring a joint venture with a Vietnamese partner. Vietnam’s Investment Law 2025 also reorganized and narrowed this conditional list, with the updated sector list taking effect from 1 July 2026 — so it is worth confirming your specific business line against the current list before filing rather than relying on an older summary.

How Much Does It Cost and How Long Does It Take to Register a Company in Vietnam?

Government fees for company registration are modest; the larger cost is professional and administrative support.

What Are the Government Fees?

Official state fees for issuing the IRC, ERC, and company seal are relatively small — typically a combined total in the low hundreds of US dollars, though exact fees can vary by locality and business line.

What Legal and Advisory Costs Should You Budget For?

The bulk of your setup budget usually goes toward legal and advisory support: preparing and reviewing the application dossier, translating and notarizing foreign documents, and liaising with the Department of Finance on your behalf. It is also worth budgeting for your registered address (physical or virtual office) and initial accounting setup beyond the government fees themselves.

What’s a Realistic Overall Timeline?

What Should Foreign Investors Do After Company Registration?

Receiving your ERC is a milestone, not the finish line. A handful of post-registration steps keep your company compliant from day one.

• Open your Direct Investment Capital Account (DICA) and contribute your registered capital within 90 days of the ERC.
• Activate your tax code, register for e-invoicing, and set up a digital signature for tax filing.
• Keep your beneficial owner information current, and notify the business registration authority if it changes.
• Register employees for social, health, and unemployment insurance.
• Budget for corporate income tax at the standard 20% rate — preferential rates of 10%, 15%, or 17% apply to qualifying sectors such as high-tech, R&D, and certain SME-support activities — and check whether your goods or services fall under the temporary 8% VAT rate, in effect through 31 December 2026 for most sectors (finance, insurance, telecoms, and real estate are excluded and remain at 10%).
• One piece of good news: the annual business license fee has been abolished since 1 January 2026, so this is one recurring cost you no longer need to budget for.
• If your business involves a foreign parent company, keep an eye on 11 September 2026, when Vietnam’s accession to the Apostille Convention takes effect. From that date, documents like your parent company’s certificate of incorporation or a power of attorney will generally need only a single apostille stamp from the country of origin, instead of the current multi-step consular legalization process.

What Are the Most Common Mistakes Foreign Investors Make When Registering a Company in Vietnam?

Most delays and rejections trace back to a handful of avoidable mistakes.

• Misclassifying the business line or industry code, which can trigger rejections or hidden ownership restrictions later.
• Assuming the pre-2026 process is still the only option — either missing the new “register first” pathway when it would help, or using it without understanding the 12-month deadline to complete the IRC.
• Relying on informal nominee arrangements to work around foreign ownership rules; these arrangements are not enforceable under Vietnamese law and can put your ownership at risk.
• Underestimating post-registration compliance — missing the 90-day capital contribution deadline or the beneficial owner disclosure requirement.
• Choosing an entity type that doesn’t match the real business goal, such as setting up a Representative Office when the business actually needs to generate revenue from day one.

Frequently Asked Questions

Conclusion: Is Vietnam Company Formation Right for You?

Vietnam remains one of the more open markets in the region for foreign business owners, with full foreign ownership available in most sectors and a registration process that keeps getting faster on paper. The catch is that the rules changed meaningfully in 2025 and 2026 — the registration order, the licensing authority, and the disclosure requirements are all different from what older guides describe. Getting these details right the first time helps you avoid delays, rejected applications, and compliance issues down the road.