Setting Up a Company in Vietnam — The Full Procedure
The full path from choosing a company form, through the registration certificate, to the post-incorporation steps. Domestic and foreign investors follow different routes with a fivefold difference in statutory period; this guide separates statutory periods from real-world timings, and statutory fees from agency service fees.
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Key compliance points
- Three working days for domestic investors; 15 days plus three for foreign ones. A domestic investor needs only the Enterprise Registration Certificate. A foreign investor must obtain the Investment Registration Certificate first — the two statutory periods add up.
- Statutory fees total only VND 150,000 — VND 100,000 if filed online. A VND 50,000 registration fee plus a VND 100,000 publication fee; online filing waives the registration fee. Guides often merge agency fees with statutory ones into a single "registration cost", implying the State collects tens of millions of dong. Service fees can be compared; statutory fees cannot.
- The Law on Enterprises 2020 sets no minimum charter capital for any form. But too low a figure can affect market-access approval, visa quotas and bank account opening, while too high must still be paid up within the period undertaken. Conditional business lines have their own rules.
- An enterprise must at all times have at least one legal representative residing in Vietnam. Where only one remains, that person must authorise another Vietnam-resident individual in writing before leaving. The representative need not be Vietnamese, but someone must be present — the most common practical blockage for Chinese-invested companies.
Legal basis
| Instrument | Substance | Effective |
|---|---|---|
| Luật Doanh nghiệp 59/2020/QH14 | Five company forms; LLC of 2–50 members; no minimum charter capital; ERC within 3 working days | — |
| Luật Doanh nghiệp 59/2020/QH14 — Điều 12.3 | At least one legal representative resident in Vietnam; written authorisation required before departure where only one remains | — |
| Luật Đầu tư 61/2020/QH14 — Điều 38 | IRC issued within 15 days of a valid application | — |
| Thông tư 47/2019/TT-BTC | Registration fee VND 50,000 / publication fee VND 100,000; online filing waives the registration fee | — |
| Nghị quyết 198/2025/QH15 — Điều 10 | Business licence fee abolished — this step no longer exists at incorporation | 2026-01-01 |
| Thông tư 06/2019/TT-NHNN | FDI enterprises and foreign investors must open a DICA; foreign currency or VND | — |
Establish these before use
- 1Whether you are a domestic or foreign investor (this decides whether an IRC comes first)
- 2Whether the intended sector is restricted for foreign investors (confirm before choosing premises or signing)
- 3Who will reside in Vietnam as legal representative, who is authorised on departure, and where the authorisation is kept
- 4Complete the initial tax declaration within 10 days of the ERC (the business licence fee is gone — do not look for its filing channel)
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Disclaimer
This document is general reference material and does not constitute legal advice. Rules vary with sector, locality and the specific arrangement; have a Vietnamese-qualified lawyer or tax practitioner review your circumstances before relying on it. Vietnamese law changed frequently across 2025–2026 — confirm the position remains current before use.