Vietnam Company Setup Checklist 2025: Before and After Incorporation

Overview

Incorporating a company in Vietnam is a two-stage process. The first stage is getting your Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) from the Department of Planning and Investment (DPI). The second stage is post-incorporation compliance - a set of steps that must be completed within specific deadlines or face penalties.

This checklist covers both stages.

Part 1: Pre-Incorporation Checklist

Complete these decisions and preparations before submitting your application to the DPI.

Business Structure

• Decide on company type: Limited Liability Company (LLC) is most common for small foreign-invested companies; Joint Stock Company (JSC) required if you plan to issue shares or have more than 50 shareholders
• Confirm whether you need 100% foreign-owned entity or a joint venture with a Vietnamese partner (some business lines require local partnership)
• Decide on number of legal representatives - most small LLCs designate one

Business Lines (Conditional)

• Identify your Vietnam Standard Industrial Classification (VSIC) codes for all intended business activities
• Check whether any of your business lines are restricted for foreign investment (requires Ministry of Industry and Trade or sector-specific ministry approval)
• Confirm whether your business lines require a sub-license after incorporation (e.g., food safety, education, logistics, fintech)

Capital and Ownership

• Determine charter capital amount - this is the registered investment amount and must be contributed within 90 days of ERC issuance for LLCs (or per schedule for JSCs)
• Confirm ownership percentages for each foreign and local investor
• Prepare evidence of capital source if required (bank statements or capital commitment letter)

Name and Address

• Choose a Vietnamese company name (must include company type abbreviation, e.g., "Co., Ltd." or "JSC") - check availability with the DPI's national business registration portal
• Secure a registered office address in Vietnam - must be a real physical address (virtual office addresses are accepted in most provinces)

Documents to Prepare

• Notarized and apostilled passport copies for all foreign investors and legal representatives
• Completed application forms (Form 01, investment proposal, and supporting forms as required)
• Draft company charter (articles of association)
• Power of attorney if an agent is filing on your behalf

Part 2: Post-Incorporation Checklist (First 90 Days)

After receiving your ERC, there are mandatory steps with strict deadlines.

Immediate (Within 30 Days of ERC)

• Engrave and register your company seal (con dau) - required for signing contracts and official documents
• Open a corporate bank account at a Vietnamese bank - required to receive charter capital contributions
• Transfer charter capital into the corporate bank account (must be completed within 90 days of ERC issuance)
• Display company name and tax ID at registered office address

Tax and Accounting (Within 30 Days)

• Register for Value Added Tax (VAT) with the local Tax Department - choose invoice method (credit method standard for most companies with revenue over VND 1 billion/year)
• Register for corporate income tax (CIT) - standard rate is 20%; preferential rates apply to qualifying sectors
• Obtain digital tax signature (token) for electronic tax filing - required to file returns and issue e-invoices
• Register for e-invoice issuance (Hoa don dien tu) - mandatory since July 2022; coordinate with a licensed e-invoice provider

Labor and Social Insurance (Within 30 Days of First Hire)

• Register employees with the Vietnam Social Security (VSS) for social insurance, health insurance, and unemployment insurance
• File initial labor report with the Department of Labor, Invalids and Social Affairs (DOLISA)
• Register internal labor regulations (noi quy lao dong) with DOLISA if you have 10 or more employees

Licenses and Sub-Licenses (Timeline Varies)

• Apply for any sector-specific operating licenses required by your business lines (food safety certificate, business license for trading, education license, etc.)
• If hiring foreign employees, start work permit applications - allow 6-8 weeks

Government Fee Reference

| Step | Typical Government Fee | |

|

| | Investment Registration Certificate (IRC) | No fee for domestic DPI; ~VND 3-15 million for economic zone projects | | Enterprise Registration Certificate (ERC) | ~VND 200,000 | | Company seal registration | ~VND 50,000-100,000 | | Sub-licenses (varies widely) | VND 500,000 - 5,000,000+ |

Note: Professional service fees (legal/consultant) are separate and vary by provider and complexity.

Common Mistakes to Avoid

Choosing the wrong business lines. Selecting VSIC codes that are restricted for foreign ownership, or missing a code you need later, causes delays and requires expensive amendments.

Underestimating charter capital timelines. Charter capital must be contributed within 90 days. Missing this deadline triggers administrative penalties and can jeopardize your company's legal standing.

Skipping the e-invoice setup. E-invoice registration is mandatory before you can legally issue invoices to customers. Delays here block revenue collection.

Not registering the company seal promptly. Many contracts, banking transactions, and government submissions require the company seal. Delays here bottleneck everything else.

Missing the social insurance registration window. Failing to register employees within 30 days of hire attracts fines and back-payment obligations for both employer and employee contributions.

Last updated April 2026. Requirements and fees change periodically. Confirm current requirements with the Department of Planning and Investment in your target province before filing.