How to Set Up a New Company in Vietnam Step by Step: The Definitive 2026 Guide for Business Owners

Reviewed by: Stanley Ho | Last Updated: May 2026

Vietnam is no longer a frontier market. It is a calculated, strategic choice — and in 2026, the numbers make that argument better than any brochure ever could. Foreign Direct Investment surged 15.6% year-on-year in 2025, bringing over USD 31.52 billion into the country. A young, educated workforce. Competitive labor costs. An expanding web of Free Trade Agreements covering the EU, the UK, South Korea, Japan, and the CPTPP bloc. If you are a business owner or entrepreneur looking at Southeast Asia right now, Vietnam is not just on the list — for many industries, it is the top of the list.

But let’s be honest about what setting up a company here actually involves. The regulatory landscape is a genuine maze. Vietnam operates under a civil law system with layers of administrative decrees, sector-specific sub-licenses, and a dual-certificate registration process that surprises first-timers. The Investment Law 2020 and Enterprise Law 2020 dramatically reformed the framework and created clearer pathways for foreign-owned enterprises — but navigating those pathways still requires precision. A wrong entry under your company’s business lines registration, a missing document in your Investment Registration Certificate application, a legal representative who hasn’t arranged a proper residency proxy — any of these can stall your operations for weeks.

This guide walks you through the entire process, step by step, as it stands in 2026. No filler. No vague “consult a lawyer” deferrals where specifics are possible. Just a clear, sequenced roadmap from pre-incorporation decisions to day-one operational readiness.

Step 1: Choose Your Business Structure

Before a single document is prepared, this decision must be made — and made carefully. Your legal structure determines your liability exposure, your corporate governance requirements, your reporting obligations, and in some sectors, your eligibility for 100% foreign ownership.

Limited Liability Company (LLC) is by far the dominant choice for foreign investors. It accounts for over 80% of FDI enterprises registered in Vietnam. The LLC offers streamlined management, strong capital protection, and the flexibility to operate as either a single-member entity (one owner, individual or corporate) or a multi-member entity (up to 50 members). For most SMEs, tech companies, trading firms, and service businesses entering Vietnam, the LLC is the correct structure.

Joint Stock Company (JSC) suits businesses planning to scale significantly, issue shares to multiple shareholders, or eventually pursue a public listing. It requires a minimum of three shareholders, mandates annual general meetings, board resolutions, and audited financial statements. The compliance burden is heavier, but the JSC offers more flexible capital-raising mechanisms.

Representative Office (RO) is not a company in the full legal sense — it cannot generate revenue, sign contracts, or conduct profit-making activities. Its role is strictly to research the market, liaise with partners, and prepare for a future full establishment. If you need to operate and invoice clients from day one, an RO is not your vehicle.

Branch Office carries the liabilities of its parent company directly. It can conduct business and generate revenue, but the parent entity is fully exposed to any legal or financial obligations incurred. It requires a Branch Office License rather than the standard IRC/ERC pathway.

Business Cooperation Contract (BCC) is a contractual arrangement between a foreign investor and a Vietnamese partner, without forming a separate legal entity. It suits specific project-based collaborations but offers limited operational infrastructure.

For the majority of entrepreneurs reading this guide, the decision comes down to LLC vs JSC. Choose LLC for speed, simplicity, and sufficient governance structure for most business models. Choose JSC if your capital structure or investor requirements demand it.

Step 2: Confirm Foreign Ownership Restrictions for Your Business Line

Vietnam does not treat all industries equally when it comes to foreign ownership. Before you commit to a 100% foreign-owned structure, verify whether your intended business line is on the restricted or conditional list.

Sectors commonly subject to foreign ownership caps or special conditions in 2026 include:

• Logistics and transportation — often capped at 49% to 51% foreign ownership
• Telecommunications and advertising — typically requires a joint venture with a Vietnamese partner
• Retail and distribution — subject to an Economic Needs Test (ENT) before opening additional outlets beyond the first
• Real estate development — permitted only for approved project types and structures
• Education, healthcare, and media — conditional, sector-specific licensing applies

If your business line falls outside the prohibited or conditional list — and the majority of service, technology, manufacturing, and trading activities do — you are generally entitled to 100% foreign ownership under the commitments Vietnam made when it acceded to the WTO in 2007. Verify your specific Vietnam Standard Industrial Classification (VSIC) code before proceeding. This is not a step to approximate.

Step 3: Prepare Your Pre-Incorporation Documents

With your structure chosen and ownership eligibility confirmed, the document preparation phase begins. This is where most delays originate — not from regulatory complexity, but from incomplete or improperly notarized paperwork.

For individual foreign investors, you will need:

• Notarized, legalized copy of your passport (issued within the last 3 months from submission)
• Proof of residential address (bank statement, utility bill, or equivalent)
• Signed application forms for the Investment Registration Certificate

For corporate foreign investors (a foreign company investing in Vietnam), you will need:

• Legalized copy of the parent company’s Certificate of Incorporation or equivalent
• Legalized copy of the parent company’s Charter or Articles of Association
• Latest 2 years of audited financial statements of the parent company — or a financial capacity commitment letter from a recognized financial institution
• Board resolution authorizing the Vietnam investment
• Power of Attorney if a local representative is submitting on the company’s behalf

All documents in a foreign language must be translated into Vietnamese by a certified translation firm and notarized. Do not underestimate the time this takes. For documents originating in countries that are not party to the Hague Apostille Convention, full consular legalization will be required — a multi-step process that can add 2 to 4 weeks.

Step 4: Obtain the Investment Registration Certificate (IRC)

The IRC is the first of two mandatory certificates. It is issued by the Department of Planning and Investment (DPI) of the province or city where your company will be headquartered. For companies located within industrial zones, export processing zones, high-tech zones, or economic zones, the application goes to the zone’s management authority rather than the provincial DPI.

Your IRC application dossier must include:

• Written application for the Investment Registration Certificate (government-prescribed form)
• Investment project proposal — covering project objectives, scale, investment capital, capital mobilization plan, location, implementation timeline, labor demand projections, and proposed investment incentives
• Legal status documentation of all founding investors (as described in Step 3)
• Financial capacity evidence — audited financials, bank commitment letter, or investor’s financial capacity statement
• Land use proposal — or if no state land allocation is requested, a copy of the proposed office lease agreement confirming the right of use at the registered address
• Technology explanation — required for projects using technologies classified as restricted from transfer under Vietnam’s technology transfer law

Processing timelines:

• Standard investment projects not subject to investment policy approval: 15–20 working days from receipt of a complete dossier
• Projects subject to investment policy approval (large-scale or strategically sensitive): 5–10 working days after the investment policy decision is issued by the relevant authority

Note: “Investment policy approval” is a separate, prior-stage authorization required for certain project categories — infrastructure, large-scale real estate, projects affecting national security. Most standard FDI business setups do not require this prior stage.

Step 5: Obtain the Enterprise Registration Certificate (ERC)

Once the IRC is issued, you move immediately to the Enterprise Registration Certificate application. The ERC is Vietnam’s equivalent of a business registration certificate — it officially establishes your company as a legal entity and activates your operational rights.

Your ERC dossier must include:

• Written application for the ERC (government-prescribed form)
• Draft Articles of Association (Charter) of the company — signed by the legal representative for a single-member LLC; by all members or their authorized representatives for a multi-member LLC; by all founding shareholders or their representatives for a JSC. The Charter must comply with the content requirements of the Enterprise Law 2020.
• List of members or founding shareholders, including legalized identity documentation
• Proof of registered office address (lease agreement for your Vietnam headquarters)
• Power of Attorney if a representative is submitting on behalf of foreign investors
• The IRC (issued in Step 4) — this is a required attachment for foreign-invested enterprises

Processing time: 3 to 6 working days from receipt of a complete and valid dossier.

The ERC will display your company’s legal name, registered address, charter capital amount, business lines (VSIC codes), and the name of your legal representative. Review every detail carefully before accepting. Errors require a formal amendment process that adds time and cost.

Step 6: Carve Your Company Seal

A company seal is not optional in Vietnam. It is a legal requirement and a practical necessity for executing contracts, opening bank accounts, and interacting with government agencies.

Take your ERC to a licensed seal-carving service. The resulting seal — physical or digital — must then be registered on the National Business Registration Portal (dangkykinhdoanh.gov.vn) to be legally recognized. Keep both physical and digital versions secure. Your seal is as legally significant as your director’s signature.

Step 7: Complete Post-Registration Procedures

The ERC in hand does not mean you are operational. A series of post-registration compliance steps must be completed before your company can legally conduct business, hire staff, and issue invoices.

Open a Direct Investment Capital Account (DICA). Foreign-invested enterprises must channel all incoming investment capital through a DICA at a licensed bank in Vietnam. This is a regulatory requirement, not optional. Your charter capital contribution must flow through this account, and it will be scrutinized in any future audit or repatriation of profits.

Register for tax and obtain a tax code. Your company’s tax code is embedded in your ERC registration number. However, you must complete initial tax registration at your local tax authority, choose your VAT calculation method (credit method or direct method), and register for electronic tax reporting via a certified digital signature service provider.

Publish your company information. Under Article 28 of the Enterprise Law, your company information must be published on the National Business Registration Portal within 30 days of receiving your ERC. Failure to do so carries administrative fines.

Pay Business License Tax. Due annually. In 2026, many newly established SMEs may still qualify for a first-year exemption — confirm this with your tax advisor based on your charter capital level and company type.

Register for invoices. Vietnam’s e-invoice system is now mandatory. Register with the tax authority for an e-invoice template and connect to a government-approved e-invoice service provider before issuing your first invoice.

Obtain sector-specific sub-licenses if required. A restaurant needs a Food Safety Certificate. A construction firm needs a Grade-specific Construction Activity License. An education center needs approval from the Ministry of Education. Identify all sub-licenses applicable to your business lines before commencing operations — operating without required sub-licenses is a compliance risk that regulators actively enforce.

Appoint and register your Legal Representative (LR). Every company in Vietnam must have at least one Legal Representative residing in the country. If the LR departs Vietnam for more than 30 consecutive days, a written proxy appointment must be filed. This is not a formality — it is an active, ongoing compliance obligation.

Step 8: Set Up Operational Infrastructure

With all licenses and registrations in place, the final layer of setup involves your operational foundations:

• Office lease finalization — ensure your registered address and your actual operating address are consistent with what was declared in your ERC
• Bank accounts — in addition to the DICA, open a Vietnamese Dong operating account for day-to-day transactions
• Payroll and labor registration — register with the local labor authority and social insurance agency before hiring your first employee
• Accounting system — Vietnam requires companies to maintain accounting books in Vietnamese Dong, in accordance with Vietnamese Accounting Standards (VAS) or IFRS (for eligible enterprises)

Frequently Asked Questions

How long does it take to set up a company in Vietnam from start to finish? For a straightforward 100% foreign-owned LLC without investment policy approval requirements, the realistic timeline from complete document preparation to receiving the ERC is 4 to 8 weeks. This includes the 15–20 working days for IRC processing and 3–6 working days for ERC processing. Document preparation, translation, and legalization — particularly for corporate investors — can add 2 to 4 weeks before applications are even submitted. Rushed timelines without professional support rarely produce faster results.

Is there a minimum capital requirement for foreign companies in Vietnam? Vietnam does not prescribe a universal minimum charter capital requirement for most business lines. However, your declared charter capital must be sufficient to cover your projected startup costs and must be credibly evidenced in your financial capacity documentation. Certain regulated sectors — banking, finance, real estate, education — carry specific statutory minimum capital requirements. Your charter capital also determines your Business License Tax bracket.

Can a foreigner be the sole owner of a company in Vietnam? Yes, for the vast majority of business lines. A single foreign individual or foreign corporate entity can establish a 100% foreign-owned Single-Member LLC. Restrictions apply only to the conditional and restricted business sectors outlined in Step 2 of this guide.

Do I need a Vietnamese partner or director? No universal requirement exists for a Vietnamese co-founder or partner, provided your business line permits 100% foreign ownership. You do, however, need at least one Legal Representative who resides in Vietnam — this person can be a foreign national holding a valid work permit and residence permit. It does not need to be a Vietnamese citizen.

What is the difference between an IRC and an ERC? The Investment Registration Certificate (IRC) licenses your investment project — it confirms the Vietnamese government has approved your intent to invest, your capital amount, and your proposed business activities. The Enterprise Registration Certificate (ERC) establishes your company as a legal entity under Vietnamese law — it gives the business its legal name, tax code, and operational authorization. Both are mandatory for foreign-invested companies. You cannot obtain the ERC without the IRC.

About the Reviewer: Stanley Ho is the CEO of VisaOnlineVietnam and a recognized expert consultant in the international aviation and travel service industry. With decades of experience navigating complex immigration regulations and business entry procedures across Vietnam, Stanley and his team specialize in providing seamless market entry solutions for global entrepreneurs and investors.