How to Register a Company in Vietnam (2026) — Foreign Investor Guide
Setting up a company in Vietnam as a foreign investor follows a two-certificate path — the Investment Registration Certificate (IRC) then the Enterprise Registration Certificate (ERC) — plus capital, licensing, and compliance steps. This guide walks through entity types, the registration sequence, charter capital, and ongoing obligations. It's an orientation, not legal advice — engage Vietnamese counsel before incorporating.
Step-by-step
- 1
Choose an entity type
The common vehicle for foreign investors is a limited liability company (LLC) — single- or multi-member — or a joint-stock company (JSC) if you need shares/many investors. A representative office is an option for non-revenue market research.
- 2
Confirm the business line and ownership limits
Check whether your industry allows 100% foreign ownership or is subject to a foreign ownership limit or conditions. The applicable line determines licensing, capital, and whether a local partner is required.
- 3
Obtain the Investment Registration Certificate (IRC)
Foreign-invested projects first apply for an IRC from the provincial Department of Planning and Investment (or the relevant authority), describing the project, capital, and location.
- 4
Obtain the Enterprise Registration Certificate (ERC)
After the IRC, apply for the ERC, which legally establishes the company and issues its tax code. This is the equivalent of incorporating the business entity.
- 5
Set charter capital and open accounts
Register charter (registered) capital appropriate to your business line, open a capital account and operating bank account, and contribute capital within the statutory deadline.
- 6
Complete post-licensing steps
Register the company seal, tax declarations, e-invoicing, social insurance for employees, and any sector-specific sub-licenses (e.g. e-commerce, payments, education) before operating.
- 7
Stay compliant
Maintain accounting per Vietnamese standards, file taxes (VAT, CIT) and reports on schedule, renew sub-licenses, and observe labor and foreign-exchange rules. Most foreign investors use a local accounting/legal firm.
Ownership rules shape everything
Before choosing a structure, confirm your sector's foreign ownership limit. Many lines allow 100% foreign-owned FDI entities; others require a local partner or extra approvals. Trade agreements like CPTPP and EVFTA have progressively opened sectors, but the rule that matters is the one for your exact business line.
The registration sequence, with the gate at each step
-
Check market access for your business line
CounselOpen, conditional or prohibited decides everything that follows: licences, capital and whether a local partner is required.
Gate: The rule is checked against the current conditional-lines list — it is being revised in 2026–27.
-
Investment Registration Certificate (IRC)
Provincial investment authorityDescribes the project, capital and location. Practitioner summaries put the statutory review at about 15 working days from a complete dossier, with each clarification round adding roughly 5–10 working days.
Gate: Dossier complete and consistent: investor documents legalised, address and capital match across forms.
-
Enterprise Registration Certificate (ERC)
Provincial business registration officeCreates the company and issues its tax code. Under the 2025 investment-law reforms, some foreign investors may establish the company before the IRC if market-access conditions are met — confirm that route applies to your project.
Gate: The company can now open its capital account.
-
Contribute charter capital
InvestorCapital is generally summarised as due in full within 90 days of the enterprise certificate, through the capital bank account (how this works while an investment certificate is pending is unresolved; confirm with your adviser). Delays for imported assets are treated separately.
Gate: Capital paid on time; otherwise the registered capital must be adjusted. Check how the 90-day clock interacts with a pending IRC.
-
Post-licensing set-up
CompanySeal, tax registration and e-invoicing, social-insurance registration for employees, and sector sub-licences.
Gate: No trading before the licences your sector requires are in place.
Timings are statutory or practitioner estimates and vary by province and sector. We could not source a reliable all-in cost; get quotes from advisers.
Choosing the entity
| Entity | Can earn revenue | Best when | Watch-outs |
|---|---|---|---|
| Limited liability company (LLC) | Yes | Most foreign-owned operating businesses; one or several owners. | Owner liability is limited to contributed capital; transfers of ownership need registration. |
| Joint-stock company (JSC) | Yes | Many investors, a share structure, or plans to raise capital. | More governance formality than an LLC. |
| Representative office | No | Market research and liaison before committing capital. | Cannot invoice or earn revenue; not a path to selling. |
A summary of the entity types described above; confirm current requirements with Vietnamese counsel.
Deadlines to put in your calendar
| Item | Deadline or timing | Basis |
|---|---|---|
| IRC review | About 15 working days from a complete dossier | Practitioner summaries of the statutory time; clarification rounds add time |
| Charter capital contribution | Generally within 90 days of the enterprise certificate (unresolved for ordinary projects with a pending investment certificate) | Enterprise Law, as summarised by Vietnam Briefing and others |
| ERC review | Not confirmed — ask your adviser | We could not source a reliable figure |
Decree 96/2026/ND-CP and the 2025 investment-law reforms left open how the 90-day capital deadline works when an investment certificate is still pending; advisers flag this as unresolved for ordinary projects.
Registration readiness checklist
Before filing
- Business line and ownership rule confirmed in writing
- Entity type and charter capital agreed with counsel
- Premises address secured for the registered office
- Investor documents legalised and translated
After the certificates
- Capital account opened and capital contributed within the deadline your adviser confirms (generally 90 days)
- Tax registration, e-invoicing and seal completed
- Social-insurance registration ready before the first hire
- Sector sub-licences obtained before trading
Ongoing
- Compliance calendar for tax, insurance and licence renewals
- Legal representative resident in Vietnam appointed
- Accounting to Vietnamese standards in place
Frequently Asked Questions
Can a foreigner own 100% of a company in Vietnam?
In many sectors, yes — a foreign investor can establish a 100% foreign-owned limited liability company. However, certain industries are restricted, capped by a foreign ownership limit, or require a joint venture with a local partner. The exact rule depends on your specific business line under Vietnam's WTO commitments and trade agreements, so confirm it before choosing a structure.
What are the steps to register a company in Vietnam?
For a foreign-invested company: (1) choose an entity type (usually an LLC), (2) confirm the business line and ownership rules, (3) obtain the Investment Registration Certificate (IRC), (4) obtain the Enterprise Registration Certificate (ERC) and tax code, (5) register charter capital and open bank accounts, (6) complete post-licensing steps (seal, tax, insurance, sub-licenses), and (7) maintain ongoing compliance.
How long does it take to set up a company in Vietnam?
Timelines vary by sector and locality, but a straightforward foreign-invested LLC commonly takes several weeks to a few months end to end — the IRC and ERC stages each take a few weeks, plus time for bank accounts, capital contribution, and any sub-licenses. Conditional business lines that need extra approvals take longer.
How much charter capital is needed to register a company in Vietnam?
There is no universal minimum for most business lines — charter capital should be realistic for your operations and is assessed by the licensing authority. Certain regulated sectors (e.g. finance, real estate, education) have specific minimum capital requirements. Set capital you can actually contribute within the statutory deadline, since it signals credibility and funds operations.
Do I need a local partner or local director in Vietnam?
A local partner is only required where the business line restricts foreign ownership. A company must have a legal representative resident in Vietnam, but that person can be a foreigner with the appropriate work permit and residence. Many foreign investors appoint a resident director or use professional services to satisfy the requirement.
Sources
- IRC and capital-contribution timing: Vietnam Briefing, EmerHub and DFDL summaries (including DFDL on Decree 96/2026/ND-CP); Enterprise Registration: Decree 168/2025/ND-CP as summarised by practitioners
- Law on Investment 143/2025/QH15: Forvis Mazars, DFDL, Invest Vietnam
- Entity-type descriptions: this guide's steps and standard practitioner guidance
Secondary summaries, not the gazette text. Not legal advice.