Set Up a Company in Ha Noi: A Legal Guide for Foreign Investors (2026)

Published by LHD Law Firm | Updated November 2026

Vietnam allows foreign individuals and overseas companies to establish and operate businesses in a wide range of sectors. A limited liability company (LLC) is a common choice for foreign investors, although other structures may be suitable depending on the ownership arrangements and commercial objectives.

The registration process is governed principally by Vietnam's Law on Enterprises and Law on Investment, together with their implementing regulations. The procedures applicable to an individual investor may differ from those required for a foreign corporation, particularly where investment approvals or additional business licences are involved.

Under the Law on Investment No. 143/2025/QH15, which took effect on 1 March 2026, foreign investors have greater flexibility in determining the sequence of company registration and investment registration. This change is relevant when planning the establishment of a foreign-invested enterprise.

This guide explains the principal legal requirements, registration procedures, documents, costs and post-incorporation obligations involved in setting up a company in Vietnam.

1. Can Foreign Investors Establish a Company in Ha Noi?

Foreign individuals and foreign corporate entities may establish companies in Vietnam, subject to the market access conditions and business regulations applicable to their proposed activities.

Foreign investors can hold 100% of the charter capital in many business sectors. However, certain industries remain subject to foreign ownership restrictions, specific licensing requirements or other conditions.

Before proceeding with company registration, an investor should establish:

• The activities the proposed company will undertake.

• Whether foreign investment is permitted in those activities.

• Whether foreign ownership restrictions or other market access conditions apply.

• The proposed ownership and management arrangements.

• Whether an investment project and additional operating licences are required.

The analysis should be based on the actual scope of the business rather than a general industry description.

For example, a company providing software development services may be subject to different legal requirements from an enterprise engaged in importing, distributing and selling goods in Vietnam. Even where both companies are established as LLCs, the investment and licensing procedures may not be identical.

Foreign ownership and market access

Article 8 of the Law on Investment 2025 regulates market access conditions applicable to foreign investors.

The assessment may involve Vietnam's international commitments, domestic investment regulations and requirements specific to the intended business sector.

Foreign investors should also distinguish between the right to establish a company and the right to conduct particular business activities. An Enterprise Registration Certificate does not automatically authorise every activity that a company intends to undertake.

2. Choosing a Business Structure in Vietnam

The choice of legal structure affects liability, corporate governance, capital contributions and the ability to admit additional investors.

The following structures are commonly considered.

Limited Liability Company (LLC)

An LLC is suitable for many foreign-owned businesses, including consulting, technology, trading and manufacturing companies.

Vietnamese law provides for two principal forms:

Single-member LLC

A company owned by one individual or corporate entity. The owner is generally liable for the company's obligations to the extent of its committed charter capital, subject to applicable legal exceptions.

Multi-member LLC

A company with between two and 50 members. Members' liabilities are generally limited to their respective capital contributions, subject to statutory exceptions.

An LLC does not issue shares in the same manner as a joint stock company.

Joint Stock Company (JSC)

A JSC has at least three shareholders and no statutory maximum number of shareholders.

Its shareholding structure may be appropriate for businesses planning to admit multiple investors, raise equity capital or establish more complex ownership arrangements.

A JSC generally involves more extensive corporate governance requirements than a closely held LLC.

Representative Office

A foreign company wishing to conduct permitted liaison, market research or representative activities may consider establishing a representative office.

A representative office is not a Vietnamese operating company and is not generally permitted to conduct direct revenue-generating business activities.

Its establishment and operation are governed by separate legal requirements.

Comparison of business structures

For most foreign investors establishing a wholly owned operating subsidiary, an LLC will be a practical starting point. The final choice should nevertheless reflect the proposed operations and long-term investment plans.

3. Preparing to Set Up a Company in Ha Noi

Proper preparation can reduce requests for supplementary documents and avoid changes to the investment structure after filing.

3.1. Identify the proposed business activities

The investor should describe the intended activities with sufficient precision to determine the relevant business classifications and licensing requirements.

Activities such as consultancy, wholesale distribution, retail trading and logistics may be subject to different legal conditions.

Where the company proposes to carry out several activities, each should be considered separately.

3.2. Determine the ownership structure

The investor should identify the proposed owner or shareholders, their nationalities, the intended ownership percentages and the source of investment funds.

Where an overseas company will own the Vietnamese entity, its corporate structure and authority to invest should be documented.

The investor should also determine whether the proposed structure complies with applicable market access requirements.

3.3. Select a registered office

A Vietnamese company must have a registered head office at a legally identifiable address.

The location should be suitable for the proposed business activities and comply with applicable property-use restrictions.

Depending on the investment project, the licensing authorities may require documents evidencing the right to use the proposed premises.

For manufacturing and other location-sensitive projects, additional land-use, environmental, construction or fire safety requirements may apply.

3.4. Determine charter capital and investment capital

Vietnam does not impose a single statutory minimum charter capital requirement on all companies.

However, particular sectors may be subject to minimum capital conditions or financial capacity requirements.

Investors should distinguish between:

Charter capital: The capital committed by the owner, members or shareholders to the company.

Investment capital: The financial resources required to implement an investment project, which may include charter capital and other lawful funding sources.

The proposed amounts should be consistent with the company's business plan, operating requirements and any applicable sector-specific conditions.

3.5. Appoint the legal representative

A company must have at least one legal representative who is an individual.

The legal representative acts on behalf of the enterprise within the authority prescribed by law and the company's constitutional documents.

Investors should consider the representative's residence, availability, management responsibilities and authority to sign documents.

Where a company has multiple legal representatives, their respective powers and responsibilities should be clearly addressed in its charter.

4. Company Registration Procedures in Vietnam

Company establishment and investment project registration are distinct legal procedures.

The two principal documents that foreign investors may encounter are:

Enterprise Registration Certificate (ERC)

The ERC records the company's principal enterprise registration information and establishes its legal status under Vietnamese enterprise law.

Investment Registration Certificate (IRC)

The IRC records information concerning an investment project where investment registration is required.

The documents serve different legal purposes and should not be treated as interchangeable.

4.1. Changes under the Law on Investment 2025

A significant development in Vietnam's investment legislation is the ability of foreign investors to establish an economic organisation before completing the procedures for obtaining or adjusting an IRC.

Article 19 of Law No. 143/2025/QH15, together with Article 72 of Decree No. 96/2026/ND-CP, provides the legal framework for this arrangement.

Foreign investors may therefore consider two registration sequences, depending on the proposed investment and the applicable requirements.

Option A: Investment registration followed by enterprise registration

Under this approach, the investor completes the applicable investment registration procedures before establishing the company.

After the required investment approval or registration has been obtained, the investor proceeds with enterprise registration.

Option B: Enterprise registration followed by investment registration

Under this approach, the foreign investor establishes the economic organisation before obtaining or adjusting the IRC.

Where this arrangement applies, the investor must comply with the relevant market access conditions and include the required undertaking in the enterprise registration dossier.

Under Article 72 of Decree No. 96/2026/ND-CP, the company must complete the IRC procedures for the relevant investment project within 12 months of its establishment.

The company may implement the investment project only after completing the required IRC procedures. The decree also restricts the addition of business lines before the IRC is issued under this arrangement.

Accordingly, obtaining an ERC before an IRC should not be understood as an exemption from investment registration.

The appropriate procedure should be assessed before the incorporation documents are prepared.

4.2. Enterprise registration application

Depending on the corporate structure, the application generally includes:

• An application for enterprise registration.

• The proposed company charter.

• Information concerning the owner, members or founding shareholders.

• Identification and legal documents of the relevant parties.

• Information concerning the legal representative.

• Details of the registered head office and charter capital.

• Information or declarations concerning beneficial ownership, where required.

• Other documents and undertakings prescribed by the applicable legislation.

The dossier is submitted to the competent business registration authority under the prevailing enterprise registration procedures.

Where the application is valid and the relevant statutory conditions are met, the ERC will be issued.

4.3. Investment registration application

Where an IRC is required, the investor or newly established economic organisation must prepare an investment application appropriate to the project.

Depending on the circumstances, supporting information may concern:

• The investor and proposed investment project.

• Project objectives and implementation location.

• Project capital and proposed financing arrangements.

• Investment schedule and duration.

• Financial capacity.

• Proposed premises and land-use arrangements.

• Other project-specific requirements.

Certain projects may require investment policy approval or additional regulatory procedures.

The competent authority and applicable review period depend on the type and location of the investment project.

5. Documents Required from Foreign Investors

The documentation depends on whether the investor is an individual or a corporate entity, as well as the registration procedure being undertaken.

Individual investors

Common documents may include:

• Passport and identification documents.

• Information about the proposed business activities.

• Evidence of financial capacity, where required.

• Information about the registered office and proposed capital.

• Authorisations and application documents relevant to the registration.

Corporate investors

A foreign corporate investor may need to provide:

• Certificate of incorporation or equivalent registration document.

• Corporate constitutional documents, where required.

• Financial statements or other evidence of financial capacity.

• Corporate resolutions approving the proposed investment.

• Identification documents of authorised representatives.

• Powers of attorney and other supporting documents.

Documents issued outside Vietnam may require authentication, legalisation and Vietnamese translation, depending on their nature and the applicable international agreements or exemptions.

Investors should confirm these requirements before arranging documents overseas.

Errors in company names, corporate details, signatory authority or document certification can result in requests for corrections and delay the registration process.

6. How Long Does It Take to Establish a Company in Vietnam?

The total time required depends on the business activities, investment procedures and completeness of the application.

For planning purposes, the following indicative periods may be considered:

These periods should not be added mechanically. Some tasks can be undertaken concurrently, while others depend on earlier approvals.

Statutory processing periods also differ from the practical time required for document preparation, translation, application revisions and banking arrangements.

A straightforward service company may therefore require a shorter preparation period than a manufacturing project involving land, construction or environmental approvals.

7. How Much Does It Cost to Set Up a Company in Ha Noi?

The cost of establishing a foreign-owned company varies according to its ownership structure, business activities, project location and documentation requirements.

The principal cost categories are outlined below.

Government fees and professional service fees should be stated separately.

The company's charter capital is not generally a government registration fee or a payment to the legal service provider. It represents the capital committed to the company and is subject to the applicable contribution requirements.

An accurate incorporation budget should also take account of expenses that arise after registration, such as accounting, employment administration, office costs and operational licensing.

Professional fees should be quoted according to the agreed scope of services rather than presented as a universal statutory cost.

8. Capital Contribution and Banking Requirements

Following incorporation, investors must arrange the appropriate banking facilities and contribute capital in accordance with the company's legal structure and applicable requirements.

For an LLC, the general statutory period for contributing committed charter capital is 90 days from ERC issuance, subject to the relevant statutory rules and exceptions.

The company must also consider the timing and funding requirements of any registered investment project.

Foreign-invested companies may be required to establish a direct investment capital account under Vietnam's foreign exchange regulations. The applicable account arrangements depend on the investment structure and relevant legal classifications.

Investors should not transfer investment funds through an account merely because it is convenient. The appropriate banking route should be confirmed before remittance.

Where the company is established before obtaining its IRC, the investor should coordinate the capital contribution schedule with the applicable investment registration requirements and the bank's documentation rules.

9. Post-Incorporation Compliance Requirements

Receiving an ERC is an important step, but it does not complete every obligation associated with establishing and operating a company.

The following matters should be considered before the business begins its activities.

Tax and accounting

The company must arrange its tax administration and comply with the accounting, recordkeeping and reporting requirements applicable to its operations.

This may include electronic tax registration, electronic invoicing, appointment of responsible accounting personnel and periodic tax filings.

The specific reporting obligations depend on the company's transactions, tax position and applicable legislation.

Corporate seal and digital signature

A company may arrange a corporate seal for its business and administrative needs.

Vietnamese enterprise law no longer requires the former procedure for notifying the business registration authority of the corporate seal specimen.

A digital signature may be necessary for electronic tax filings and other administrative transactions.

Corporate electronic identification

Companies should assess the requirements for organisational electronic identification and access to government electronic services.

Where the legal representative is a foreign national, the company should confirm the relevant personal identification and electronic registration procedures.

Employment and social insurance

Before employing personnel, the company should establish employment arrangements consistent with Vietnamese labour law.

Obligations may include employment contracts, payroll administration, compulsory insurance contributions and employee-related reporting.

Foreign personnel working in Vietnam may also require work permits or be subject to the relevant exemption procedures.

Sector-specific licences

Additional licences may be necessary before a company conducts regulated activities.

Examples include certain retail operations, educational services, logistics activities, healthcare services and other regulated sectors.

The specific requirements should be assessed under the legislation applicable to each activity.

10. Common Legal Issues to Consider Before Incorporation

Several matters are best addressed before filing a company registration application.

Business activities that are too broadly described

A broad business description may be insufficient to determine foreign ownership conditions or the need for additional licences.

The intended commercial activities should be identified accurately from the outset.

An unsuitable registered office

Not every premises can lawfully be used as a registered company address or for a particular commercial activity.

Signing a long-term lease before reviewing the relevant conditions may expose the investor to unnecessary costs.

Inadequate capital planning

Charter capital should reflect the proposed operations and any applicable regulatory conditions.

A company may face compliance or financing difficulties where the capital structure is inconsistent with its business requirements.

Incorrect registration sequence

Under the 2025 investment framework, the appropriate sequence of ERC and IRC procedures should be determined according to the project.

An incorrect assumption about the registration process can create delays or affect the intended commencement of operations.

Overlooking post-registration obligations

Companies sometimes focus on the issuance of incorporation certificates without planning the banking, tax, accounting and licensing arrangements required for actual operations.

These obligations should form part of the initial establishment plan.

11. How LHD Law Firm Assists Foreign Investors

LHD Law Firm advises foreign individuals and corporate investors on the legal requirements for establishing and operating businesses in Vietnam.

Our company formation services cover the principal stages of the incorporation process, including assessment of foreign ownership conditions, selection of the legal structure, preparation of registration documents and assistance with relevant investment and enterprise registration procedures.

Where necessary, we also advise on post-incorporation matters, including capital contribution, corporate governance and sector-specific licensing.

Our approach is to identify the legal requirements applicable to the investor's proposed activities before preparing the registration dossier.

This allows the investor to consider the appropriate corporate structure, documentation requirements and registration sequence at an early stage.

Planning to set up a company in Vietnam?

Foreign investors may contact LHD Law Firm for an initial assessment of their proposed business activities, ownership structure, investment capital and intended operating location.

Contact LHD Law Firm

12. Frequently Asked Questions

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

Yes. Full foreign ownership is permitted in many business sectors. However, foreign ownership restrictions and other market access conditions may apply to particular activities.

Is an Investment Registration Certificate required before company registration?

Not in every case. Under Article 19 of the Law on Investment 2025 and Article 72 of Decree No. 96/2026/ND-CP, eligible foreign investors may establish an economic organisation before completing the applicable IRC procedures.

Where this sequence is used, the relevant registration conditions, 12-month requirement and restrictions on implementing the investment project must be observed.

Is there a minimum capital requirement?

There is no single minimum charter capital amount applicable to every company in Vietnam. Certain regulated sectors may impose specific financial or minimum capital conditions.

The proposed capital should be appropriate to the company's intended business activities.

Can a foreign investor establish a company without living in Vietnam?

Foreign investors are not generally required to reside permanently in Vietnam solely because they own a company. However, the company must comply with the legal requirements concerning its legal representative, management and other applicable obligations.

How long does company formation take?

The time varies according to the investment structure, documentation and procedures required. Straightforward applications may be completed more quickly than projects involving investment policy approval or specialised operating licences.

Does an ERC allow the company to begin business immediately?

Not necessarily. The company may still need an IRC, investment approvals or additional operating licences before implementing its investment project or conducting certain business activities.

Can an existing foreign company establish a subsidiary in Vietnam?

Yes, subject to the applicable market access and investment conditions. The foreign parent company will generally need to provide corporate registration documents, investment authorisations and other prescribed supporting materials.

Legal References

This guide is based principally on the following legislation, as applicable in November 2026:

1. Law on Enterprises No. 59/2020/QH14, as amended, including Law No. 76/2025/QH15.

2. Law on Investment No. 143/2025/QH15, effective from 1 March 2026.

3. Decree No. 96/2026/ND-CP, guiding the implementation of the Law on Investment.

4. Decree No. 168/2025/ND-CP on enterprise registration.

5. Applicable legislation governing foreign exchange, taxation, labour, accounting and sector-specific business conditions.

Legal note: This publication provides general information on company establishment in Vietnam. Registration requirements and applicable procedures should be assessed according to the investor's circumstances and the legislation in force at the time of filing.