Open a Company in Nha Trang: 2026 Foreigner’s Guide

Last updated: 16/06/2026 · Reviewed by Lawyer Tran Hieu, Nam Son Law Firm

Nha Trang has become one of Vietnam’s most active places for foreign founders — from beachfront restaurants and cafés to consulting, IT, and tourism companies. This guide explains, in plain English, how a foreigner can open a company in Nha Trang (and the wider Khanh Hoa province) after the major July 2025 administrative reform. You will see who can own a business, the IRC and ERC steps, how much capital you really need, the licences for a restaurant, realistic timelines and costs, and the taxes that follow. Each section starts with a short, direct answer so you can scan quickly.

Can a foreigner open a company in Nha Trang (Khanh Hoa)?

Foreign nationals and foreign companies are allowed to invest and form a legal entity in Vietnam. The two common structures are the single-member or multi-member limited liability company (LLC) and the joint-stock company (JSC). For most first-time founders — restaurants, cafés, consulting, IT, trading, marketing — a 100% foreign-owned LLC is the simplest fit.

You do not need a local partner or a “nominee” in open sectors. Vietnam’s market-access rules follow its WTO commitments: many service lines are fully open, some are conditional (for example certain tourism, advertising, logistics, and education services carry caps or joint-venture conditions), and a short list is closed to foreign capital. Confirming where your business line sits is the first legal question to settle.

A useful 2025 change: the Law on Investment 2025 lets some foreign investors establish the enterprise (obtain the ERC) first and complete IRC formalities afterwards — a reversal of the old IRC-first sequence — which can shorten the path for straightforward projects.

Nha Trang is a logical base for this. According to data published by the Khanh Hoa Department of Finance, the province had accumulated 173 foreign-invested projects worth roughly USD 6.342 billion in registered capital. Tourism demand underpins the F&B and service economy here: the province recorded more than 14.8 million visitor stays in the first ten months of 2025, including over 4.6 million international stays (Khanh Hoa Department of Culture, Sports and Tourism).

What is the difference between an IRC and an ERC?

Think of it as two layers. The IRC answers “is this foreign investment approved?” and the ERC answers “does the company legally exist and what is it allowed to do?” Local Vietnamese-owned companies usually need only the ERC; foreign-invested companies generally need the IRC first (or alongside), then the ERC. After the ERC, certain regulated activities — food service, alcohol, hotels — may still require their own sub-licences before you open the doors.

One practical note since the Enterprise Law was amended by Law 76/2025/QH15 (in force from 1 July 2025): the company must now disclose its beneficial owner (the individual who ultimately owns or controls 25% or more). Getting the ownership chart right at the IRC/ERC stage avoids amendments later.

How do you open a company in Nha Trang, step by step?

The path below is the standard route for a 100% foreign-owned LLC in Nha Trang. Document legalisation from your home country usually runs in parallel with the early stages.

1. Confirm the business line and secure a registered address. Check whether your sector is open, conditional, or closed, then sign a lease for a legitimate commercial address (a residential or “virtual-only” address is often rejected for foreign-invested companies).
2. Apply for the IRC. File the investment project file with the competent authority in Khanh Hoa. Passports of foreign investors and corporate documents of any company investor must be consularised/apostilled and translated into Vietnamese.
3. Apply for the ERC. Once the IRC is granted, register the company to receive the ERC — issued within 3 working days under Decree 168/2025/ND-CP. The ERC also becomes your tax code.
4. Make the company seal and open a capital account. Produce the corporate seal and open a Direct Investment Capital Account (DICA) at a licensed bank in Vietnam — all foreign capital must flow through this account.
5. Contribute charter capital within 90 days. Transfer the registered charter capital into the DICA within 90 days of ERC issuance, as committed in your file.
6. Obtain sub-licences and post-setup registrations. Complete tax registration, e-invoice and e-signature setup, and any activity sub-licences (for restaurants: food safety, fire safety — see the restaurant section below).

Our team at Nam Son Law Firm’s business registration support typically prepares the IRC and ERC files together with the lease review, so the project does not stall between steps. For founders who will also need staff or their own residence status, this is usually combined with a work permit for foreigners in Khanh Hoa and a temporary residence card for investors in Nha Trang.

Who issues the IRC and business licence in Khanh Hoa now?

This is where most outdated guides get it wrong. On 1 July 2025, Vietnam carried out a sweeping administrative reform: the district level was abolished, the country moved to a two-tier (province and commune) system, and provinces were merged. Khanh Hoa and Ninh Thuan merged into a single province keeping the name Khanh Hoa, with Nha Trang as its administrative centre.

As part of the same reform, the old Department of Planning and Investment (So Ke hoach va Dau tu) was merged into the Department of Finance (So Tai chinh). So the authority you deal with for company and investment registration in Khanh Hoa today is the Department of Finance, not the former DPI mentioned in older articles. Its business-registration division performs the IRC and ERC functions for projects located outside special zones.

If your project sits inside the Van Phong Economic Zone, the Suoi Dau Industrial Park, or another industrial park, the IRC is issued by the Khanh Hoa Economic Zone and Industrial Parks Management Board (Ban Quan ly Khu kinh te va Khu cong nghiep tinh Khanh Hoa) instead. In May 2026, that board handed investment certificates to a batch of 13 projects in the zone, signalling active processing for larger FDI.

The registration counter’s exact street address should be confirmed before filing, as authority seats were relocated during the merger. A current address check via the National Business Registration Portal (dangkykinhdoanh.gov.vn) takes a minute and avoids a wasted trip.

How much capital do you need, and how does capital contribution work?

There is a common myth that Vietnam sets a high minimum capital for foreigners. For most ordinary sectors, the law does not fix a minimum charter capital. What matters is that the capital is credible for what you propose: the registration authority will assess whether the declared capital is enough to run the project you describe (a few conditional sectors — such as some finance, real estate, or education activities — do carry legal minimums).

In practice, service businesses commonly register charter capital in the range of USD 3,000–10,000, while a restaurant is usually expected at a higher level given fit-out and operating costs. If you also want your investment to support residence, note that a higher charter capital generally improves the investor-visa and residence-card category you qualify for — this is worth planning at the capital-declaration stage rather than fixing later.

Mechanically, capital moves through the Direct Investment Capital Account (DICA) opened at a licensed bank after the ERC. You must contribute the registered charter capital within 90 days of ERC issuance. Under-contributing or missing the window forces a capital-reduction filing and can affect the project’s standing, so the figure you commit to should be a figure you can actually transfer.

How do you open a restaurant or café in Nha Trang as a foreigner?

F&B is one of the most popular sectors for foreigners in Nha Trang, and the good news is that restaurant, café, and beverage services are open to full foreign ownership. After your IRC and ERC are issued with the correct food-service and beverage business lines, the licences that actually gate your opening are:

Two of those rows reflect very recent deregulation: the separate retail-alcohol licence is being removed under a 2026 government resolution applicable across a defined window, and the separate tobacco-retail licence has been cut as part of the Ministry of Industry and Trade’s simplification programme. Because these are new and time-bound, check the live position when you are about to open rather than relying on older checklists.

For the underlying sub-licences, see our pages on the food safety certificate and fire-safety (PCCC) approval. If your concept is a hotel restaurant or a guesthouse with dining, the hotel business licence may also apply, and tour-linked venues sometimes pair with an international travel licence in Khanh Hoa. A Vietnamese-language walkthrough is on our restaurant business registration in Khanh Hoa page.

How long does it take and what does it cost?

The official processing windows are short, but the real-world timeline is driven by preparation, not the counter. Here is how the pieces add up.

On cost, expect three layers: government fees (modest), professional/advisory fees (depending on complexity), and operating set-up costs such as office or premises deposits, the seal, and bank account setup. We quote a fixed scope after seeing your sector and address, so there are no surprises mid-project. Always confirm the current IRC processing time for your specific project type, as the 10-vs-15-working-day figure depends on whether your project needs an in-principle approval decision.

What taxes and ongoing obligations apply?

Once trading, the main recurring obligations are tax compliance and good standing. The headline taxes are corporate income tax (CIT) at the standard rate of 20% (incentive rates apply in specific encouraged sectors or zones), value-added tax (VAT) typically at 8–10% depending on the goods or services, and personal income tax (PIT) withheld on employee salaries. Companies must register for tax, issue compliant e-invoices, and file periodic returns.

Beyond tax, you must keep your charter capital contributed on time, renew activity sub-licences (for example the Food Safety Certificate), keep beneficial-owner information current under Law 76/2025/QH15, and maintain a valid registered address and legal representative in Vietnam. These are routine, but lapses are the usual trigger for penalties.

Why use a licensed local lawyer rather than a generic agent? Khanh Hoa’s authorities, addresses, and procedures changed materially in 2025, and the 2026 deregulation of some sub-licences is still settling. A Khanh Hoa-based lawyer can confirm the current authority and licence position for your specific case. Nam Son Law Firm advises foreign founders through company formation and the related enterprise advisory services that follow setup.

Frequently asked questions

Do I need a Vietnamese partner to open a company in Nha Trang?

No, not for open sectors. A foreigner can own 100% of an LLC or JSC in most lines of business, including restaurants and cafés. A local partner is only needed where a specific conditional sector imposes a joint-venture requirement or an ownership cap.

Is there a minimum capital to register?

For most sectors there is no fixed legal minimum, but the authority checks that your capital is realistic for the project. A few conditional sectors do set minimums. Capital must be paid through a Direct Investment Capital Account within 90 days of the ERC.

Can my company sponsor my visa or residence card?

Yes. A foreign investor in a Vietnamese company can generally obtain an investor visa and a temporary residence card, with the category often linked to the charter capital invested. It is best to plan the capital level with this in mind from the start.

Can I buy an existing company or restaurant instead of starting new?

Yes. Acquiring shares or capital in an existing Vietnamese company is a recognised route for foreign investors and can be faster, but it requires a separate foreign-investment approval (M&A approval) and careful due diligence on the target’s licences and liabilities.

Which documents from my home country must be legalised?

Typically your passport copy and, for corporate investors, the parent company’s incorporation documents and financial statements. These usually need consular legalisation or apostille and a certified Vietnamese translation before the IRC can be filed.

Conclusion

Opening a company in Nha Trang as a foreigner is realistic and, in open sectors, allows 100% ownership. The route runs through an IRC and an ERC, with capital paid via a DICA within 90 days, and — for restaurants — a food safety certificate and fire-safety approval. The key is using current 2025–2026 rules and the right Khanh Hoa authority. If you would like your specific case mapped before you commit, the team below can help.

Lawyer Tran Hieu

Member lawyer, Nam Son Law Firm · Bar card No. 17468/TP/LS-CCHN

Advises foreign investors on company formation (IRC & ERC), foreign-investment compliance, and restaurant and hospitality licensing in Khanh Hoa. Read the full profile.