Foreign founders can set up a company in Vietnam, but the process runs on two certificates, not one. This guide walks the corrected 2026 path from entity choice to compliance.
Why incorporate in Vietnam?
Incorporate in Vietnam to reach a fast-growing consumer market, tap steady foreign direct investment (FDI) inflows, and trade under major agreements. Vietnam is party to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the Regional Comprehensive Economic Partnership (RCEP), and the EU-Vietnam Free Trade Agreement (EVFTA). Those agreements give a Vietnam business setup tariff access across Asia-Pacific and Europe.
Vietnam is also cutting red tape. The amended Investment Law reduced conditional business lines to 198 from March 1, 2026, with a further cut to 142 planned from July 1, 2026, per Vietnam’s Government Portal. For the broader picture, see our Vietnam business setup guide.
What business structures can foreigners register in Vietnam?
Foreigners can register six main structures in Vietnam: a single-member LLC, a multi-member LLC, a joint-stock company, a partnership, a representative office, or a branch office. Most wholly foreign-owned subsidiaries use a single-member limited liability company (LLC). The table compares each under Vietnam’s Law on Enterprises (Law 59/2020/QH14).
| Entity | Min owners | Liability | Can issue shares | Best for | Source |
|---|---|---|---|---|---|
| Single-member LLC | 1 owner | Limited to charter capital | No | Wholly foreign-owned subsidiaries | Law 59/2020/QH14, Art. 74.1 |
| Multi-member LLC | 2–50 members | Limited to contributed capital | No | Small groups of investors | Law 59/2020/QH14, Art. 46.1 |
| Joint-stock company (JSC) | Min 3 shareholders, no max | Limited to shares | Yes | Raising equity, public listing | Law 59/2020/QH14, Art. 111.1(b) |
| Partnership (công ty hợp danh) | ≥2 general partners | Unlimited personal liability | No | Professional services, rare for foreigners | Law 59/2020/QH14, Art. 177.1 |
| Representative office | Parent company | Parent liable | No | Market research, liaison (no revenue) | Decree 07/2016/ND-CP |
| Branch office | Parent company | Parent liable | No | Limited commercial activity in permitted sectors | Decree 07/2016/ND-CP |
A public-private partnership (PPP) is not a company type. It is an infrastructure investment contract under the PPP Law (Law 64/2020/QH14), limited to five sectors such as transport and power. A Business Cooperation Contract (BCC) is also a contract, not an entity, and gets its own answer in the FAQ.
Vietnam LLC vs JSC: which entity is best for foreign investors?
Choose a single-member LLC for a wholly owned subsidiary and most foreign founders. Choose a joint-stock company (JSC) only if you need three or more shareholders, share issuance, or a public listing path. An LLC has simpler governance and cannot issue shares. A JSC requires a General Meeting of Shareholders and a Board of Management, and it is the only structure that can list publicly.
A subsidiary is a single-member LLC owned by the parent company. For the deep dive, read our guide on how to start a limited liability company in Vietnam.
Should you set up a representative office in Vietnam instead?
Set up a representative office (RO) only for market research and liaison work, because an RO cannot earn revenue in Vietnam. An RO is licensed for market research, trade promotion, and monitoring contract performance for its parent. Its licence typically runs five years and is renewable, needs no IRC, and is cheaper and faster than an LLC.
An RO is licensed by the Department of Planning and Investment or the Department of Industry and Trade, depending on the activity.
What are the IRC and ERC, and which one is the certificate of incorporation?
Foreign investors need two certificates in sequence. The Investment Registration Certificate (IRC) authorizes the foreign investment and issues within 15 days of a valid request under the Law on Investment. The Enterprise Registration Certificate (ERC) then creates the legal entity within 3 working days under the Law on Enterprises. Vietnam has no document called a “certificate of incorporation”; the ERC, also called the business registration certificate, is the equivalent.
The enterprise code printed on the ERC doubles as the company’s tax code. Both certificates come from the Department of Planning and Investment’s offices, per the UNCTAD record of Vietnam’s Law on Investment. Note that Vietnam’s 2025 provincial reorganization merged some Departments of Planning and Investment into Department of Finance structures, so confirm the current issuing body in your province before you file.
Can foreign investors own 100% of a company in Vietnam?
Yes, foreign investors can own 100% of a company in most sectors of Vietnam. Conditional business lines under Vietnam’s Law on Investment (Law 61/2020/QH14) impose ownership caps, joint-venture requirements, or extra licensing. Sectors not listed as prohibited or conditional are open to full foreign ownership. The table shows common conditional examples.
| Sector | Restriction type | Legal basis | Source |
|---|---|---|---|
| Advertising | Joint venture with a Vietnamese partner required | WTO service commitments | Decree 31/2021/ND-CP, Appendix I(B) |
| Logistics and transport sub-sectors | Foreign equity caps | WTO service commitments | Decree 31/2021/ND-CP, Appendix I(B) |
| Travel and tourism services | Joint venture for inbound travel | WTO service commitments | Decree 31/2021/ND-CP, Appendix I(B) |
| Distribution and retail | Additional business licence required | WTO service commitments | Decree 31/2021/ND-CP, Appendix I(B) |
Foreign investors in conditional sectors must meet both the general conditions and the extra market-access conditions in Appendix I, Part B of Decree 31/2021/ND-CP. The conditional list held 227 lines under the 2020 Law on Investment and drops to 198 from March 1, 2026, per Vietnam’s Government Portal.
What is the minimum charter capital to start a company in Vietnam?
Vietnam sets no general statutory minimum charter capital, but the licensing authority assesses whether your declared capital is feasible for your business lines. Certain conditional sectors carry statutory minimums, such as the real estate business under the Law on Real Estate Business. Service firms commonly advise at least USD 10,000 to make an IRC application credible. Charter capital must be fully contributed within 90 days of the ERC date under the Law on Enterprises (Law 59/2020/QH14).
Missing that 90-day deadline has consequences, covered in the FAQ.
What documents are needed to incorporate in Vietnam?
You need corporate or personal identity documents, proof of funds, and a registered address, all legalized and translated into Vietnamese. A corporate investor submits the parent’s certificate of incorporation, audited financial statements or bank balance proof, charter, board authorization, and the legal representative’s passport. An individual investor submits a passport, a bank statement proving funds, and lease or registered-address proof.
Corporate investor documents
- Parent’s certificate of incorporation
- Audited financial statements or bank balance proof
- Company charter
- Board resolution authorizing the subsidiary
- Legal representative’s passport
Individual investor documents
- Passport
- Bank statement proving funds
- Lease or registered-address proof
All foreign-issued documents must be notarized in the home country, authenticated, legalized at a Vietnamese embassy or consulate, then translated into Vietnamese by a certified translator. Vietnam is not a member of the Hague Apostille Convention, so foreign documents require full consular legalization, not an apostille. This applies to corporate documents, board resolutions, and personal identity documents.
How to incorporate in Vietnam: the step-by-step company registration process
1. Choose your entity type and business lines
Most foreign founders register a single-member LLC. Confirm whether your business lines are conditional before you file, because conditional sectors add ownership caps or extra licences.
2. Secure a registered address and reserve a company name
Lease a registered address, then check availability on Vietnam’s National Business Registration Portal. Your company name must be unique. Virtual offices are acceptable for many business lines, but manufacturing needs real premises.
3. Apply for the Investment Registration Certificate (IRC)
Foreign investors file for the IRC first. The statutory turnaround is 15 days from a valid request under the Law on Investment (Article 38.1(b)). Conditional sectors needing ministry approval take longer.
4. Apply for the Enterprise Registration Certificate (ERC)
File for the ERC after the IRC issues. The statutory turnaround is 3 working days under the Law on Enterprises (Article 26.5). The enterprise code on the ERC is also your tax code.
5. Make the company seal and hang the signboard
Make the company seal (dấu công ty); it is mandatory for executing documents. Under Law 59/2020/QH14 the company decides the seal’s form and quantity, and the old seal-specimen notification requirement is abolished. A seal takes about a day. A signboard at the registered address is a legal requirement and is checked by tax officers.
6. Complete tax registration and initial declarations
Register with the tax authority, appoint a chief accountant or an accounting service, and pay the annual business license fee (lệ phí môn bài) under Decree 139/2016/ND-CP. Register for e-invoicing before issuing any invoice.
7. Open bank accounts and contribute charter capital within 90 days
Open a Direct Investment Capital Account (DICA) at a licensed Vietnamese bank and wire charter capital into it within 90 days of the ERC date. Operating funds then move to a VND current account.
8. Obtain sublicenses if your sector requires them
Conditional sectors such as retail, education, and logistics need extra licences after the ERC. Retail and wholesale traders need a separate Vietnam business license before selling.
How long does it take to incorporate a company in Vietnam?
A domestic Vietnamese company needs only the ERC and registers in about 3 working days statutory. A foreign-invested company needs the IRC first (15 days statutory, often 20–30+ days in practice), so the realistic end-to-end timeline for foreign founders is 30–60+ days, including document legalization, bank account opening, and sublicenses.
| Step | Applies to | Statutory time | Realistic time | Source |
|---|---|---|---|---|
| Document legalization | Foreign investors | n/a | 1–3 weeks | Consular process |
| IRC | Foreign investors | 15 days | 3–6 weeks | Law on Investment, Art. 38.1(b) |
| ERC | All companies | 3 working days | 3–7 days | Law on Enterprises, Art. 26.5 |
| Company seal | All companies | none | ~1 day | Law 59/2020/QH14 |
| Tax registration | All companies | n/a | 1–2 weeks | Tax administration rules |
| DICA opening | Foreign investors | n/a | 1–2 weeks | State Bank of Vietnam rules |
| Capital contribution window | All companies | 90 days | within 90 days | Law 59/2020/QH14 |
| Sublicenses | Conditional sectors | varies | 1–3+ months | Sector rules |
How much does it cost to incorporate in Vietnam for foreigners?
Realistic all-in setup for a foreign-owned LLC runs about USD 1,500–5,000, plus your charter capital, which is your own money and not a fee. Government registration fees are small. The real costs are professional services, legalization, translation, and a registered office. The table breaks down typical costs.
| Item | Typical cost (USD; VND where official) | Source |
|---|---|---|
| Government registration and portal publication fee | USD 5–20 (VND 100,000–300,000) | National Business Registration Portal |
| Professional service package (IRC + ERC + post-licensing) | USD 1,000–3,000+ | Service provider benchmarks |
| Notarization and consular legalization (per document) | Several hundred USD | Consular fee schedules |
| Certified Vietnamese translation | USD 10–30 per document | Translation market rates |
| Company seal | USD 20–50 | Vendor rates |
| Registered or virtual office (annual) | USD 360–2,400 (USD 30–200/month) | Market rates |
| Annual business license fee | VND 1–3 million/year by charter capital | Decree 139/2016/ND-CP |
| Charter capital | Your own funds, funded within 90 days | Law 59/2020/QH14 |
The cheapest legitimate route is a single-member LLC with modest charter capital, a virtual office, and non-conditional business lines.
How do foreign founders open a corporate bank account and contribute charter capital?
After the ERC, the company opens a Direct Investment Capital Account (DICA) at a licensed bank in Vietnam under State Bank of Vietnam Circular 06/2019/TT-NHNN. The foreign investor wires charter capital from an overseas account in its own name into the DICA within 90 days of the ERC date. The bank’s credit confirmation serves as proof of contribution. Funds then move to a VND current account for operations.
Banks require the ERC, the company charter, the legal representative’s passport, and the company seal. Most banks require the legal representative to appear in person or act through a notarized power of attorney, so confirm remote-opening limits per bank. Our guide on opening a business bank account as a foreigner covers the details.
What taxes does a company in Vietnam pay?
A company in Vietnam pays 20% standard corporate income tax (CIT) and 10% standard value-added tax (VAT). Smaller enterprises may qualify for reduced CIT rates of 15% or 17% under the 2025 amended CIT law. A temporary reduced 8% VAT rate has applied to many goods and services under successive National Assembly resolutions.
| Tax | Rate | Notes | Source |
|---|---|---|---|
| Corporate income tax (CIT) | 20% standard; 15%/17% for small enterprises | Encouraged sectors and zones may get 10% | 2025 amended CIT law |
| Value-added tax (VAT) | 10% standard; 8% temporary; 5% and 0% for some goods | 8% reduction extended by resolution | National Assembly resolutions |
| Business license fee | VND 1–3 million/year by charter capital | Annual | Decree 139/2016/ND-CP |
| Personal income tax (PIT) | Progressive up to 35% for residents | Withheld from employees | Law on Personal Income Tax |
| Foreign contractor tax (FCT) | Withheld on payments to overseas suppliers | Rate varies by activity | Circular 103/2014/TT-BTC |
Priority sectors, high-tech projects, and certain zones qualify for tax incentives under the CIT law.
What is the post-incorporation compliance checklist for Vietnam?
Incorporation is the easy half; recurring filings are where foreign-owned companies get fined. After setup you must issue e-invoices, file VAT and CIT periodically, submit annual audited statements, report investment activity, and disclose beneficial owners. A foreign-invested enterprise (FIE) carries every row below.
| Obligation | Deadline / frequency | Legal basis | Source |
|---|---|---|---|
| Company seal made and in use | Before signing documents | Law 59/2020/QH14 | Law on Enterprises |
| Signboard at registered address | Continuous | Tax administration rules | Tax authority |
| E-invoice registration | Before issuing any invoice; mandatory since 1 July 2022 | Decree 123/2020/ND-CP, Circular 78/2021/TT-BTC | Updated by Decree 70/2025/ND-CP (eff. 1 June 2025) |
| Business license fee payment | Annually | Decree 139/2016/ND-CP | Tax authority |
| VAT and CIT declarations | Quarterly and annually | Tax administration law | Tax authority |
| Annual audited financial statements (FIE) | ~90 days after fiscal year end | Law on Accounting | Ministry of Finance |
| Annual investment activity report | Annually for IRC holders | Law on Investment | Department of Planning and Investment |
| Work permits and social insurance | On hiring | Labor Code; Law on Social Insurance | Labor authority |
| Beneficial ownership disclosure | At next registration filing; changes within 10 days | Law 76/2025/QH15; Decree 168/2025/ND-CP | Vietnam Government Portal |
A beneficial owner is an individual who directly or indirectly owns at least 25% of charter capital or voting shares, or otherwise controls the company, under Law 76/2025/QH15, effective 1 July 2025, and Decree 168/2025/ND-CP. Track every deadline with the Commenda compliance calendar.
How Commenda Helps You Incorporate in Vietnam
Incorporating in Vietnam means the IRC first, then the ERC, over a realistic 30–60+ days, with compliance starting immediately. Commenda’s incorporation service handles entity setup end to end, from choosing the structure to the IRC and ERC filings. After formation, Commenda’s entity management keeps your Vietnam entity compliant with e-invoicing, tax filings, audited statements, and beneficial ownership reporting.
Compare structures in our Vietnam business setup guide, test a name with the company name checker, and if you are expanding across the region, see our Cambodia LLC guide. Book a demo to get a country-specific incorporation plan and timeline for your Vietnam entity: book a demo.
