How do I set up a company in Vietnam? Foreign investors set up a company in Vietnam by choosing a business structure, confirming their business lines are open to foreign investment, obtaining an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) from the Department of Planning and Investment, and then completing post-incorporation steps such as tax registration, a corporate bank account, and any sector sub-licenses. For most foreign-owned projects the process takes 4 to 8 weeks from a complete file, depending on the business activity, capital, and location.
This is a full walkthrough of how to start a business in Vietnam: company setup and formation, step by step. It covers the documents, realistic costs, timelines, and the mistakes that most often cause delays. If you would rather hand the process to a team that does it daily, our company setup advisory service manages it end to end.
What you need to set up a company in Vietnam: at a glance
- Structure: usually a limited liability company (LLC) or joint stock company (JSC); some investors use a representative office or branch. How to choose the right structure.
- Business lines: confirm your activities are open to foreign investment and match the correct CPC/VSIC codes before you file.
- Core documents: Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC); certain projects also need Investment Policy Approval first.
- Capital: a registered charter capital, plus any sector-specific minimums.
- Address: a legal registered address in Vietnam with a valid lease.
- Typical timeline: 4 to 8 weeks; typical cost varies by activity, capital, and location.
- After setup: tax registration, corporate bank account, sub-licenses, labor and social insurance. What to do after registering.
Can a foreigner own a company in Vietnam?
Yes. In most sectors a foreign investor can own 100% of a Vietnamese company, with the same basic rights and obligations as a domestic one. Whether you set up a company in Vietnam as a solo founder or with partners, the government publishes ongoing foreign investment policy updates as the rules evolve. The exceptions matter, though. Vietnam organises business lines into three buckets:
- Open – no foreign ownership cap; the majority of sectors.
- Conditional – open to foreign investment, but with a cap, a partner requirement, or extra approvals (finance, education, healthcare, logistics, and others).
- Closed – not open to foreign investment at all (a small list).
Before you register, confirm which bucket your activity falls into and whether an ownership cap applies. This single check prevents the most expensive kind of delay: discovering the limit after you have signed a lease and prepared documents.
- Closed or conditional? Vietnam’s market-access list explained
- Vietnam’s conditional business lines
- What Appendix IV does (and does not) mean
Step 1: Choose your business structure
When you set up a company in Vietnam, your structure determines your liability, ownership rules, governance, and tax treatment. Choosing well at this stage avoids costly restructuring later. The main options for foreign investors are:
- Single-member LLC – one owner, simple governance, limited liability. The default for a solo founder or a foreign corporate parent.
- Multi-member LLC – two to fifty members; suits joint ventures between a foreign and a local partner.
- Joint stock company (JSC) – three or more shareholders; suited to larger ventures or those planning to raise capital or list shares.
- Representative office – market research and liaison only; no revenue-generating activity, no invoicing.
- Branch office – an extension of a foreign parent company; permitted only in certain sectors.
For most foreign founders establishing an operating company, a single or multi-member LLC is the right starting point. The choice between LLC and JSC usually comes down to whether you need multiple shareholders and external capital. A guide to company structures in Vietnam compares these in detail.
Step 2: Confirm your business lines
When you set up a company in Vietnam, your registered business lines (activities) define what you can legally do. Vietnam classifies them by CPC and VSIC codes, and the codes you register must match what you will actually carry out. A mismatch between the registered code and your real activity is one of the most common causes of rejection, and of problems later when you apply for sub-licenses or renewals.
- CPC vs VSIC codes: the mismatch that derails registrations
- How to verify a business line with the regulators
Step 3: Your project documents (Investment Policy Approval, IRC, ERC)
For a foreign-invested project, registration produces two core certificates, and some projects need an approval first:
- Investment Policy Approval – required for larger or sensitive projects (for example, projects in coastal areas, large land use, or on the conditional list). Not every project needs it.
- Investment Registration Certificate (IRC) – confirms your status as an investor and your approved business activities. You apply to the Department of Planning and Investment (DPI) where the business will be located.
- Enterprise Registration Certificate (ERC) – registers the company itself and doubles as your tax registration number. This is usually issued within a few business days once the file is complete.
This reflects the current framework, in which Investment Policy Approval and the IRC are the documents that create a project before the ERC establishes the enterprise. The exact order and whether Investment Policy Approval applies depend on your activity and location, so confirm them for your specific case. The two documents that create a project in Vietnam and what changed in the Investment Law explain the details.
Step 4: Prepare your documents and capital
Before you set up a company in Vietnam and file, you will typically need to assemble and legalise the following:
- Investor documents: passport (for individuals) or incorporation documents (for companies), notarised and legalised to Vietnamese standards, often with a consular legalisation or apostille.
- Registered address: a lease agreement or proof of the right to use the premises. A residential-only address is generally not acceptable for a company.
- Financial capacity: proof you can fund the project, matching the charter capital you declare.
- Project description: your activities, capital, location, staffing, and timeline.
- Charter capital: the amount you register. Some sectors impose a minimum; for others it should reflect your real scale and the financial capacity you can show.
Improperly legalised or incomplete documents are the single most common cause of delay. Build in time for notarisation and consular legalisation before you expect to file.
Step 5: Register with the DPI and get your certificates
To set up a company in Vietnam, submit your file to the DPI. If Investment Policy Approval applies to your project, secure that first. The DPI then reviews the IRC application and issues it, and afterwards reviews and issues the ERC. When both certificates are in hand, your company legally exists. To set up a company in Vietnam efficiently, you can also complete business registration online through Vietnam’s national business registration portal.
Expect the DPI to raise questions if your business lines, capital, or address look inconsistent. Responding quickly and precisely keeps the file moving; vague or changing answers are what stretch a four-week process into three months.
Step 6: After incorporation
Registering the company is not the finish line. Within the first weeks and months you will need to:
- Tax registration – your tax code normally issues with the ERC; set up e-invoicing and filing.
- Corporate bank account – open the account and inject your charter capital on the declared schedule.
- Sub-licenses and permits – many activities (food, education, logistics, healthcare, trading) need sector permits after registration. Vietnam’s sub-licenses (giấy phép con).
- Labor and social insurance – register employees, contracts, and social insurance within the legal deadlines.
- Accounting – put a compliant accounting system in place from day one. Tax and accounting for foreign businesses covers this in full.
Company setup costs in Vietnam: what to budget
When you set up a company in Vietnam, two questions dominate every conversation: how much, and how long. The honest answer is that both depend on your activity, charter capital, and location. As a planning guide, budget for these components:
- State fees – registration and certificate issuance.
- Document legalisation – notarisation, translation, and consular legalisation of investor documents.
- Charter capital – not a fee, but capital you must be ready to show and inject.
- Professional service fees – legal and advisory support for the file and the follow-up steps.
- Location costs – lease, deposit, and any fit-out; manufacturing or warehouse projects add significant site costs. Factory setup costs near HCMC breaks those down.
We provide a tailored estimate once we understand your activity, capital, and location.
Company setup timeline in Vietnam: what to expect
When you set up a company in Vietnam, a straightforward foreign-owned project runs about 4 to 8 weeks from a complete, well-prepared file to receiving the IRC and ERC. That breaks down roughly into: document preparation and legalisation (1-3 weeks), DPI review and IRC (2-4 weeks), and ERC issuance (a few business days). Projects needing Investment Policy Approval, a sector sub-licence, or a large capital review take longer. The most effective way to stay near the fast end is a complete, consistent file from the start.
Common mistakes to avoid
When you set up a company in Vietnam, watch out for these pitfalls:
- Registering business lines that do not match what you will actually do, or using the wrong code.
- Underestimating the time and cost of legalising investor documents.
- Choosing a structure that does not fit your ownership, liability, or capital plans.
- Declaring charter capital you cannot show or inject.
- Missing post-incorporation deadlines (tax, capital injection, sub-licenses, labor).
- Assuming the company can operate before the sector sub-licenses are in place.
Common mistakes when setting up in Vietnam (and how to avoid them) covers these in full.
Staying compliant (and knowing your exit)
Once you set up a company in Vietnam and are running, the company has ongoing obligations: monthly and quarterly tax filings, annual financial reports, licence renewals, and social insurance. Keeping these current avoids penalties and protects your standing. And if circumstances change, there is a proper way to pause or close: how to close or suspend a company in Vietnam explains the options and the steps.
Frequently asked questions
Can a foreigner own 100% of a company in Vietnam?
Yes, in most sectors. Some business lines are conditional (with ownership caps or extra approvals) and a few are closed to foreign investment, so confirm your activity before you register.
How long does it take to set up a company in Vietnam?
Most foreign-owned projects take about 4 to 8 weeks from a complete file to receiving the IRC and ERC. Projects needing Investment Policy Approval or special sub-licenses take longer.
How much does it cost to set up a company in Vietnam?
Costs combine state fees, document legalisation, charter capital, and professional service fees, and vary by activity and location. Manufacturing or location-heavy projects add site costs. We provide a tailored quote.
Do I need a physical office in Vietnam?
Yes, a registered address in Vietnam is required to incorporate, and a lease agreement is normally part of the application file. A residential-only address is generally not acceptable.
What is the difference between an IRC and an ERC?
The Investment Registration Certificate (IRC) approves your investment project and business activities. The Enterprise Registration Certificate (ERC) registers the company itself and acts as your tax registration. Most foreign-invested projects need both.
Can I set up a company in Vietnam without visiting?
Much of the process can be handled remotely with a properly legalised power of attorney, but some steps (banking, certain filings) often need a local presence or an authorised representative.
What capital do I need?
You register charter capital appropriate to your business. Some sectors impose a minimum; for others, it should reflect your real scale and the financial capacity you can show. Certain services (immigration, education, finance) carry specific minimums.
Ready to set up a company in Vietnam?
If you want a clear plan, an accurate file, and one team from first filing to opening day, our company setup advisory service handles the whole process. Talk to our team about your project.
