Requirements for Foreigners to Open a Company in Vietnam

Requirements to Set Up a Company in Vietnam

Setting up a company in Vietnam in 2026 requires foreign investors to meet specific legal, financial, and registration requirements. These include choosing an appropriate business structure, confirming foreign ownership eligibility, securing a registered business address, and preparing the necessary incorporation documents.

Depending on your business activities, you may need an Investment Registration Certificate (IRC) before applying for an Enterprise Registration Certificate (ERC). Certain business sectors also require additional licenses before operations can begin.

This article explains the key requirements to set up a company in Vietnam, helping you understand the registration process, capital obligations, and legal conditions before making an investment.

Who can establish a company in Vietnam?

Vietnam allows both foreign individuals and overseas companies to establish businesses, provided they meet the applicable investment and registration requirements. A foreign investor may own 100% of a company in sectors open to full foreign ownership. Other industries impose ownership limits, licensing conditions, or restrictions on market access.

Eligibility depends on the investor’s legal status, intended business activities, and the regulations governing the chosen sector.

Requirements for individual foreign investors

A foreigner can establish a company in Vietnam without holding Vietnamese citizenship or permanent residency. However, the investor must satisfy several conditions:

• Hold a valid passport and have the legal capacity to invest.
• Select business sectors open to foreign investment.
• Demonstrate sufficient financial resources for the proposed investment when required.
• Provide a lawful registered address for the company.
• Obtain necessary investment and enterprise registrations before conducting business.

Foreign investors do not generally need to reside in Vietnam throughout the establishment process. The company must still comply with legal representative residency rules, while foreign nationals working in Vietnam may need immigration and employment authorisation.

Requirements for foreign corporate investors

An overseas company can establish a foreign-owned company in Vietnam by investing in a new legal entity. Corporate investors must provide documents confirming legal existence, authorized representatives, and financial capacity.

• Certificate of incorporation or equivalent corporate registration document.
• Financial statements or other acceptable evidence of investment capacity.
• Corporate decision authorising investment in Vietnam.
• Identification and authorisation documents for the appointed representative.
• Legalised and translated foreign documents where required.

A representative office is an alternative for permitted liaison and market research activities, but it cannot operate as a regular revenue-generating trading company.

Legal requirements for company registration in Vietnam

Foreign investors must select a permitted business structure, confirm ownership conditions, secure a valid registered address, and appoint a legal representative. These choices determine the documents and approvals needed for company registration.

Choosing a legal business structure

An LLC often suits smaller foreign-owned companies. A joint-stock company may suit businesses expecting multiple investors or additional equity fundraising.

Foreign ownership and restricted business sectors

Vietnam permits 100% foreign ownership in many industries. Other business sectors may impose ownership limits, joint venture requirements, minimum financial conditions, professional qualifications, or additional permits. Check the exact business line and relevant market-access rules before registering.

Registered business address and company name

Every company must have a lawful registered head office with an identifiable address. Residential apartments intended solely for accommodation generally cannot be registered as company offices. Some activities require additional facilities or location approvals.

• Include the required company-type designation and a distinguishable proper name.
• Avoid names identical or confusingly similar to existing enterprises.
• Avoid prohibited words, symbols, or misleading references to government organisations.
• Check existing enterprise names through the National Business Registration Portal.

Legal representative and management requirements

A Vietnamese company must appoint at least one legal representative. At least one legal representative must reside in Vietnam, subject to statutory arrangements for absence. The company charter should specify powers and responsibilities, especially when the company has multiple legal representatives.

Minimum capital requirements for setting up a company

Vietnam does not impose a universal minimum capital requirement for every company. The amount depends on the business sector, investment scale, and any statutory financial conditions. Investors should declare realistic funding for planned operations.

Is there a minimum capital requirement in Vietnam?

Ordinary consulting activities may not have a statutory minimum charter capital, while regulated financial and other conditional sectors may require specific thresholds.

Capital contribution deadlines and requirements

Under the Enterprise Law, LLC members and initial subscribing shareholders generally have 90 days from ERC issuance to complete contributions, subject to statutory exceptions. Foreign-invested companies must also observe investment approval schedules and foreign exchange rules.

• Use legally permitted cash or non-cash contributions.
• Use the appropriate investment capital account where required.
• Retain banking, accounting, and ownership records.
• Make required registration adjustments if capital is not contributed on time.

Documents required to set up a company in Vietnam

Document requirements depend on whether the investor is an individual or corporate entity, the company structure, and the intended activities. An IRC and ERC application may require different supporting documents.

Documents for individual investors

Documents for corporate investors

• Certificate of incorporation or equivalent registration record.
• Corporate charter or equivalent documents, where applicable.
• Financial statements or acceptable evidence of investment capacity.
• Corporate resolution or decision authorising the investment.
• Authorised representative identification and appointment documents.
• Investment proposal and Vietnamese company charter.

Translation and legalisation requirements

Foreign-issued documents may require consular legalisation unless an exemption applies. Documents in foreign languages may require Vietnamese translation and appropriate certification. Check document validity, authentication rules, and consistency of names and capital figures before submission.

Company registration and licensing requirements

For many new foreign-invested companies, the process involves an IRC followed by an ERC. Some investments follow different procedures, and regulated activities may need further approvals.

Investment Registration Certificate (IRC)

An IRC records the investment project’s objectives, location, capital, and schedule. Qualifying foreign investment projects generally require it, while some projects need investment policy approval first. Applications usually include investor identification, financial capacity evidence, project details, and location documents.

Enterprise Registration Certificate (ERC)

An ERC confirms the enterprise’s legal registration. The application generally records its name, head office, legal form, capital, owners or shareholders, representative, and charter. Applications may be submitted through the National Business Registration Portal according to applicable procedures.

Additional licenses for conditional business activities

An ERC does not by itself authorise activities requiring separate permits. The precise approvals depend on the company’s actual operations.

Requirements after company incorporation

A newly registered company must establish banking, accounting, tax, and employment arrangements. Foreign-invested enterprises may also have investment reporting obligations.

Corporate bank accounts and investment capital accounts

Companies generally need a corporate account for operating transactions. Some foreign-invested companies must maintain a direct investment capital account (DICA) for qualifying foreign investment transfers. Account requirements depend on ownership, investment arrangements, and foreign exchange regulations.

Tax registration, accounting and electronic invoices

Employment, social insurance and work permits

Employers must follow labour contract, payroll, tax, and applicable compulsory insurance rules. Foreign nationals working in Vietnam may need a work permit unless exempt. Company ownership or legal representative status does not automatically remove every employment authorisation requirement.

How long does it take to set up a company in Vietnam?

A straightforward foreign-invested business may take approximately 4 - 8 weeks to establish, but actual timing depends on document readiness, market-access conditions, and additional licensing.

Missing legalised documents, investment policy approval, unsuitable premises, and sector-specific licenses can extend the process. These figures are planning estimates, not guaranteed completion dates.

Costs of setting up a company in Vietnam

The total cost depends on government charges, document legalisation, translation, professional services, and operating expenses. Charter capital is not a government registration fee.

Budget separately for office rental, accounting, banking, electronic invoicing, payroll, insurance, audits, and industry-specific compliance. Verify the 2026 fee schedule before publication or client quotation.

Legal assistance with company formation in Vietnam

A qualified company formation lawyer can assess foreign investment eligibility, select an appropriate company structure, review capital arrangements, prepare applications, and identify sector-specific permits.

Seek advice before signing long-term leases or transferring substantial funds, particularly for conditional sectors or multi-shareholder projects. Request an itemized legal services quotation tailored to the proposed business.

Frequently asked questions

Q1: Can a foreigner own 100% of a company in Vietnam?

Answer: Yes, in sectors open to full foreign ownership. Other industries may impose caps or additional conditions.

Q2: Can I set up a company without living in Vietnam?

Answer: Generally yes, but the company must meet legal representative residency rules. Working in Vietnam may require separate authorization.

Q3: Do foreign investors need a Vietnamese partner?

Answer: Not always. A local partner is required only where applicable market-access rules or sector conditions demand one.

Q4: Can I use a virtual office address?

Answer: Only if the address arrangement meets legal registration and property-use rules. Some sectors require physical premises.

Q5: Must charter capital be deposited before registration?

Answer: Generally not in full for a standard LLC or joint-stock company, although investment applications may require financial evidence and statutory contribution deadlines apply.

Q6: Can I obtain a visa or work permit after incorporation?

Answer: Company ownership may support certain immigration applications but does not automatically grant a visa, residence permit, or work permit exemption.

Q7: Does every foreign-owned company need an IRC?

Answer: No. Requirements depend on the investment structure; some acquisitions of existing enterprises follow different procedures.

Q8: Can a representative office trade in Vietnam?

Answer: Generally no. It is typically limited to permitted liaison, market research, and promotion activities.

Q9: What if registered capital is not contributed on time?

Answer: Required adjustments, penalties, or other legal consequences may follow, depending on the circumstances.

Q10: Can a company register several business activities?

Answer: Yes, provided each activity is legally permitted and any relevant foreign investment and licensing conditions are met.

Conclusion: Preparing to set up a company in Vietnam

Setting up a company in Vietnam requires careful preparation, particularly for foreign investors entering the market for the first time. Choosing the correct legal structure, confirming ownership conditions, and preparing compliant documents are essential steps.

Before submitting an application, verify the proposed activities, capital commitments, registered office, and additional licenses. Consult a qualified Vietnamese corporate lawyer for advice tailored to your investment. 

For a complete overview of the registration process, read our guide: Set Up a Company in Vietnam.