Company Registration In Vietnam: Step-by-Step Guide 2025
Registering a company in Vietnam offers foreign investors access to a dynamic market with competitive costs. However, navigating legal procedures requires careful planning. This guide covers key requirements, business structures, and compliance steps to ensure a smooth and efficient company setup.
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Table of Contents
Types of companies in Vietnam
Choosing the right business structure is crucial when setting up a company in Vietnam. Each entity type has specific advantages, limitations, and legal requirements. Below is a comparison of the most common business structures for foreign investors.
| Criteria | Limited Liability Company (LLC) | Joint Stock Company (JSC) | Representative Office (RO) | Branch office (BO) |
| Capital Requirement | No fixed minimum (except in specific sectors) | No fixed minimum (higher capital recommended for credibility) | No capital required | No capital required |
| Management Structure | Simple, managed by members’ council or general director | Complex, requires board of directors, General Meeting | Chief representative appointed by parent company | Branch Manager appointed by parent company |
| Pros | Flexible, simple structure, ideal for SMEs | Suitable for large-scale investments, public listing options | Easy setup, low cost, no taxation | Can generate revenue, direct business transactions |
| Cons | Limited capital raising options, transfer restrictions | More complex governance and compliance requirements | Cannot conduct commercial activities | Limited to parent company’s business scope |
Legal requirements for company registration
Businesses looking to register company in Vietnam must comply with specific legal requirements to ensure proper registration and smooth operations. These regulations govern company structure, ownership, and compliance obligations, helping foreign investors navigate the process while maintaining full legal compliance.
Business structure & ownership regulations
Foreign investors can choose from various entity types, including Limited Liability Company (LLC), Joint Stock Company (JSC), Representative Office (RO), or Branch Office (BO). Each structure comes with specific legal and operational implications.
Some industries may have foreign ownership restrictions, requiring joint ventures with local partners to meet regulatory conditions. Before proceeding, investors should verify whether their business sector allows 100% foreign ownership or requires additional approvals.
Investment & enterprise registration certificates
To register a company in Vietnam, foreign investors must obtain two key certificates:
- Investment Registration Certificate (IRC): Required for foreign-invested enterprises (FIEs) to secure investment approval before company setup. This certificate ensures that the business aligns with Vietnam’s foreign investment policies.
- Enterprise Registration Certificate (ERC): Officially establishes the business as a legal entity in Vietnam, allowing it to operate commercially and engage in business transactions under Vietnam company registration laws.
Charter capital & financial requirements
- No minimum charter capital is required for most businesses, but specific industries such as finance, real estate, and education may have mandatory capital thresholds.
- The full capital contribution must be deposited within 90 days of company registration. Failure to meet this deadline can result in penalties or business suspension.
- The declared charter capital should reflect the company’s operational needs and financial credibility when registering a business.
Registered business address
- A commercial office lease agreement is required as a registered address when applying to register a company in Vietnam.
- Residential addresses are not permitted for business registration, except for certain small-scale businesses under Vietnamese law.
- The registered address must comply with local zoning regulations and must be maintained throughout the company’s operation.
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Legal representative & company management
- Every company must appoint at least one legal representative, who is responsible for corporate governance, taxation, and ensuring legal compliance.
- The legal representative must reside in Vietnam and be available to handle legal matters on behalf of the company.
- Businesses can appoint multiple legal representatives to distribute responsibilities and improve operational flexibility.
Tax registration & compliance
Once the company is legally established, it must register for a Tax Identification Number (TIN) and fulfill tax obligations, including:
- Corporate Income Tax (CIT): Standard rate of 20% on taxable income.
- Value-Added Tax (VAT): Standard rate of 10%, with specific exemptions or reduced rates for certain goods and services.
- Personal Income Tax (PIT): Applicable to employees, calculated progressively based on income levels.
- Annual financial reports and tax declarations must be submitted to tax authorities as per Vietnam business registration regulations.
Licensing & industry-specific permits
- Some industries, such as import/export, food services, education, and e-commerce, require additional business licenses or special permits before operations can begin.
- Businesses must comply with sector-specific laws and obtain necessary operational permits based on their industry.
- Failing to secure the correct licenses can result in legal penalties or business suspension.
By fulfilling these legal requirements, foreign investors can successfully register a company in Vietnam while ensuring compliance with local regulations. Proper planning and legal due diligence will help businesses operate smoothly, minimize risks, and establish a strong foundation in Vietnam’s growing economy.
Step-by-step company registration in Vietnam process
Completing Vietnam company registration requires following a structured process to ensure compliance with local laws. Below is a detailed step-by-step guide to help foreign investors navigate the Vietnam company registry efficiently.
Step 1: Pre-registration – investment preparation
Before officially registering a company in Vietnam, investors must conduct thorough planning and prepare necessary documents:
- Market research & business planning: Understanding the Vietnamese market, legal framework, and industry regulations to determine business feasibility.
- Choosing a suitable legal entity type: Selecting the appropriate business structure, such as Limited Liability Company (LLC), Joint Stock Company (JSC), Representative Office (RO), and Branch Office (BO).
- Preparing required documents for the investment project: Includes notarized passports (for individual investors), corporate registration certificates (for corporate investors), proof of financial capacity, and an investment proposal outlining business activities and capital structure.
Step 2: Choose a business location
A registered business address is required for Vietnam business registration. The address must comply with commercial zoning regulations and be approved for business registration. Key considerations:
- For an LLC or JSC: A commercial office space with a legally binding lease agreement is mandatory.
- For a representative office: The location must be suitable for non-commercial activities (market research, liaison functions).
- For a branch office: Must be consistent with the business activities of the parent company.
Step 3: Compile required documents for business registration
To register a company in Vietnam, investors must submit essential documents including:
- Investment Registration Certificate (IRC): Required for Foreign-Invested Enterprises (FIEs), issued by the Department of Planning and Investment (DPI).
- Enterprise Registration Certificate (ERC): Officially registers the business as a legal entity.
- Company charter: Officially registers the business as a legal entity under the Vietnam company registry.
- List of shareholders or members: Required for JSCs and LLCs.
- Tax registration: Businesses must register for a Tax Identification Number (TIN) and declare tax obligations, including: Corporate Income Tax (CIT), Value-Added Tax (VAT), and Personal Income Tax (PIT).
- Legal representative appointment: At least one legal representative must reside in Vietnam.
Processing time for Vietnam business registration typically takes 15–30 working days, depending on the completeness of documentation and business type.
Step 4: Post-registration procedures
Once the business is officially registered, companies must complete several post-registration steps to operate legally:
- Company seal engraving: Required for official transactions and legal documents.
- Bank account opening: A corporate bank account must be opened at a licensed bank in Vietnam.
- Charter capital contribution: Must be fully deposited within 90 days of receiving the ERC.
- Labor registration & social insurance: Companies hiring employees must register for social insurance and comply with labor laws.
- Business license tax payment: Must be paid within 30 days of company registration.
- Public announcement: Businesses must publish their registration details on the Vietnam company registry portal.
By following this step-by-step company registration process in Vietnam, foreign investors can establish their business smoothly while ensuring full compliance with Vietnam business registration laws. Proper preparation, selecting the right legal structure, and fulfilling post-registration obligations will help create a strong foundation for business success in Vietnam’s growing market.
Essential compliance after company incorporation
Once your company is successfully registered in Vietnam, ensuring full legal compliance is crucial for smooth operations and long-term growth. Below are key compliance obligations that newly established businesses must fulfill, as required by the Vietnam company registry and other regulatory authorities.
Tax compliance
Vietnamese businesses must comply with several tax regulations after incorporation:
- Value-Added Tax (VAT) registration: Companies must register for VAT with the tax authorities and declare VAT on a monthly or quarterly basis, depending on their revenue.
- Corporate Income Tax (CIT) reporting: Companies are required to pay CIT at a standard rate of 20%, with annual tax finalization and quarterly provisional tax payments.
- Personal Income Tax (PIT) compliance: If a company has employees, it must register for PIT, withhold tax from salaries, and file periodic reports.
- Invoice issuance and management: Businesses must issue electronic invoices (e-invoices) according to Vietnam’s latest tax regulations.
Labor compliance
To legally hire employees in Vietnam, companies must adhere to the following labor laws:
- Employment contracts: All employees must have legally binding contracts in compliance with the Vietnamese Labor Code.
- Social Insurance, Health Insurance, and Unemployment Insurance: Employers must register and contribute to the social insurance system for their employees.
- Work permits for foreign employees: Companies hiring foreign workers must apply for work permits and ensure compliance with visa regulations.
Annual financial reporting & auditing requirements
- Financial statements submission: Companies must prepare and submit financial statements to the tax authorities and relevant state agencies at the end of each fiscal year.
- Independent audits: Foreign-invested companies and certain Vietnamese enterprises must undergo annual independent audits to verify financial accuracy.
- Business license tax: Companies must pay an annual business license tax based on their registered capital.
Compliance with tax, labor, and financial regulations is essential for smooth business operations in Vietnam. Adhering to Vietnam company registry requirements helps avoid legal risks and ensures long-term stability. Staying updated with the Vietnam business registry guidelines will keep your business compliant and thriving.
Important considerations for foreign investors
Foreign investors looking to establish a business in Vietnam must navigate various legal and operational challenges. Understanding recent corporate law updates, potential obstacles, and best practices can help ensure a seamless Vietnam company registration process.
Recent changes and updates in Vietnamese Corporate Law
Vietnam frequently updates its legal framework to improve the business environment for foreign investors. Key changes include:
- Investment law and enterprise law revisions: Streamlined procedures for Vietnam company registration and foreign ownership regulations.
- E-invoicing and tax compliance: Mandatory electronic invoicing and enhanced tax reporting requirements.
- Work permit regulations: Stricter requirements for foreign workers, including proof of qualifications and work experience.
Common challenges foreign investors face
Despite Vietnam’s pro-business policies, foreign investors may encounter:
- Complex licensing procedures: Certain industries require special permits, increasing setup time.
- Ownership restrictions: Some sectors impose foreign ownership limits or require local partnerships.
- Cultural and language barriers: Navigating regulatory requirements often requires local expertise.
Practical tips for smooth company incorporation
- Consult a local business consultant: Professional assistance can streamline legal procedures.
- Choose the Right Business Structure: Select between a Limited Liability Company (LLC) or a Joint-Stock Company (JSC) based on your goals.
- Ensure compliance with Vietnam business registry: Keep up with corporate filings, tax obligations, and labor laws to avoid penalties.
By staying informed and planning strategically, foreign investors can successfully complete Vietnam company registration and grow their businesses in Vietnam’s dynamic market.
FAQs on Company Registration in Vietnam
Foreign investors and entrepreneurs often have many questions about the Vietnam company registration process. Below are the most common FAQs to help you navigate the legal and procedural requirements efficiently.
1. What is the minimum capital requirement for Vietnam company registration?
Vietnam does not impose a universal minimum capital requirement, except for regulated industries like banking and education. However, businesses must declare a reasonable capital amount to cover operational needs.
2. Is a physical office required for company registration?
Yes, all companies must have a registered office address in Vietnam. Virtual offices are not accepted for incorporation purposes.
3. Can a foreign company have a foreign director in Vietnam?
Yes, foreign companies can appoint a foreign director. However, at least one legal representative must reside in Vietnam.
Successfully navigating the Vietnam company registration process requires a clear understanding of legal procedures, tax compliance, and labor regulations. By following this step-by-step guide, foreign investors can establish a business smoothly while meeting Vietnam business registration requirements.
→ Looking for the right workspace after registering your company? Read our guide on How to find office in Vietnam: Everything you need to know to make the best choice for your business.
