How to Set Up a Company in Vietnam: The Complete Foreign Investor Guide (2026)

Can Foreigners Own 100% of a Company in Vietnam?

Yes - in most sectors. Vietnam's Law on Investment (amended 2020) allows full foreign ownership (100%) in the majority of business sectors. Restrictions apply in a limited number of sensitive industries: media, publishing, certain types of education, specific agricultural activities, and industries reserved for state ownership.

For the vast majority of businesses that expats want to establish - consulting, technology, e-commerce, services, trading, manufacturing, food and beverage, hospitality - 100% foreign ownership is available.

Before registering, you should confirm your specific business activity code (VSIC code) is open to full foreign ownership. This is one of the first steps in the process.

Business Structure Options for Foreign Investors

1. Limited Liability Company (LLC) - Most Common

The LLC (Cong ty TNHH) is the most common structure for foreign investors setting up operations in Vietnam.

Key features:

• 1 member (single owner) or up to 50 members (multi-owner)
• Separate legal entity - liability limited to charter capital
• Can employ Vietnamese and foreign staff
• Can invoice and collect revenue in Vietnam
• Can repatriate profits (subject to tax obligations being met)

Best for: Consulting firms, service businesses, trading companies, technology companies, any business planning to operate commercially in Vietnam.

Minimum charter capital: No statutory minimum in most sectors - but must be sufficient to cover initial operating costs. Common practice is $10,000-50,000 USD equivalent. Some regulated sectors (banking, insurance, education) have prescribed minimums.

2. Joint Stock Company (JSC)

The JSC (Cong ty Co phan) is similar to an LLC but can have an unlimited number of shareholders and can eventually list on a stock exchange.

Key features:

• Minimum 3 shareholders
• Can issue shares
• More complex governance requirements (Board of Directors, General Meeting of Shareholders)
• Required for companies planning an IPO

Best for: Larger operations planning to raise capital from multiple investors or eventually list publicly.

Not typically appropriate for a single foreign entrepreneur starting a business.

3. Representative Office (RO)

A Representative Office is not a company - it is a presence, not a legal trading entity.

Key features:

• Cannot generate revenue or issue invoices in Vietnam
• Cannot sign commercial contracts (can only sign on behalf of the parent company abroad)
• Can conduct market research, promote the parent company's products/services, liaise with clients
• Simpler to establish than an LLC
• Must be renewed annually (or every 5 years depending on application)

Best for: Companies headquartered abroad that want a legitimate office presence in Vietnam for liaison, market research, or sales support - without committing to full incorporation.

Not appropriate if: You plan to generate any revenue, employ local staff commercially, or sign contracts as a Vietnamese entity.

4. Branch Office

A Branch of a foreign company can conduct commercial activities - unlike a Representative Office. However, it is rarely used in practice because:

• Approval is harder to obtain (sector-specific)
• The parent company bears full liability for the branch's activities
• An LLC typically offers a cleaner structure with the same capabilities

Best for: Specific sectors where branch structures are common (banking, legal services). Generally not recommended for most foreign investors.

The Company Registration Process Step by Step

Setting up a foreign-owned LLC involves two parallel registration tracks in Vietnam.

Step 1: Investment Registration Certificate (IRC)

Before incorporating, foreign investors must obtain an Investment Registration Certificate from the Department of Planning and Investment (DPI) of the province where the company will operate (typically HCMC or Hanoi).

What you need:

• Passport copies of all investors
• Draft charter capital amount and business activities (VSIC codes)
• Proposed business address in Vietnam (a lease agreement or letter of commitment)
• Investment proposal documentation
• Bank statement showing funds (amount varies by sector and capital level)

Timeline: 15 business days standard. Can be faster with a registered agent.

Cost: Official government fee is approximately VND 1 million (under $50). Agent fees for preparation: $500-1,500.

Step 2: Business Registration Certificate (BRC)

With the IRC approved, you then apply for the Business Registration Certificate - the formal company incorporation document.

What you need:

• Approved IRC
• Company charter (articles of association)
• Investor and director information
• Registered business address

Timeline: 3-5 business days.

Cost: Official fee approximately VND 100,000 (minimal). Agent fees typically bundled with overall registration service.

Step 3: Post-Registration Steps

After receiving both certificates, several additional steps are required before the company can operate:

| Step | Timeline | Notes | |

|

|

| | Company seal (chop) production | 1-2 days | Required for all official documents | | Tax registration and tax code | 5-10 days | Automatic in most cases but requires activation | | Business bank account opening | 1-2 weeks | Bring both certificates + passports | | Charter capital contribution | 90 days from BRC | Must transfer from abroad into company bank account | | VAT registration | Within 10 days of first operation | If expecting taxable turnover | | Social insurance registration | Before hiring first employee | Required by law |

Total Timeline

| Phase | Duration | |

|

| | Preparation and document gathering | 1-2 weeks | | IRC application and approval | 3-4 weeks | | BRC registration | 1 week | | Post-registration setup (seal, bank, tax) | 2-3 weeks | | Total from start to operational | 6-10 weeks |

With a professional agent handling the process, the timeline typically runs 6-8 weeks. DIY attempts without Vietnamese language capability can take significantly longer or run into procedural delays.

Realistic Costs

Government Fees

Official government fees are minimal - under $100 total for most registrations.

Agent / Professional Fees

| Service | Typical Cost | |

|

| | Full company registration service (IRC + BRC) | $800-1,500 | | Accounting setup and initial tax compliance | $200-500 | | Business address / registered office (if needed) | $100-300/month | | Legal advice (if complex structure) | $500-2,000 |

Ongoing Costs Once Operational

| Item | Approximate Cost | |

|

| | Monthly accounting and bookkeeping | $200-500/month | | Annual audit (required above certain revenue thresholds) | $500-2,000/year | | Corporate tax filing | Included in accounting fee or $300-500 separately | | Business license tax (annual) | VND 3 million (~$120) for most companies |

Minimum Capital Requirements by Sector

Most sectors have no prescribed minimum capital. However, some regulated activities require minimum charter capital:

| Sector | Minimum Capital | |

|

| | General trading / consulting / services | None prescribed (practical minimum $10,000) | | Education (training centers) | VND 300 million ($12,000) | | Financial leasing | VND 150 billion (~$6 million) | | Insurance | USD 2 million | | Banking | Large prescribed amounts |

For a standard service, consulting, tech, or trading company, there is no legal minimum - but your charter capital should realistically reflect your initial operating costs.

Conditional Business Lines: What Requires Approval

Some business activities require additional licenses or conditional approval beyond the standard IRC/BRC process:

• Food and Beverage: Food safety certification required
• Education and Training: Ministry of Education approval for regulated courses
• Healthcare services: Ministry of Health licensing
• Travel agency / tourism: Vietnam National Administration of Tourism license
• Employment agency / HR staffing: Ministry of Labor approval
• Real estate brokerage: Real estate license required

If your business line appears on the conditional list (Appendix IV of the Law on Investment), factor in additional approval time (typically 30-90 additional days) and cost.

The Work Permit Question

Registering a company in Vietnam does not automatically give you the right to work in it as a foreigner. To work legally in your Vietnamese company, you need a work permit.

Exceptions to work permit requirement:

• You are a capital-contributing member (investor) in an LLC with charter capital of at least VND 3 billion (~$120,000)
• You are a legal representative (director) of an enterprise registered in Vietnam

Most founders register themselves as both investor and legal representative, which satisfies the work permit exemption condition. Confirm the specific current rules with your registration agent, as these thresholds are periodically adjusted.

For most practical purposes: if you are the owner/director and have sufficient charter capital, you will not need a separate work permit.

Legal Representative: What You Need to Know

Every Vietnamese company must have a Legal Representative (Nguoi Dai Dien Phap Luat). This is the person authorized to sign documents on behalf of the company.

Key points:

• Must be permanently resident in Vietnam (or have a proxy arrangement)
• Personally liable for the company's compliance obligations in certain situations
• If the Legal Representative plans to leave Vietnam for more than 30 consecutive days, must appoint an authorized representative
• Foreign nationals can be Legal Representatives - but must have a valid residence permit

Most foreign entrepreneurs appoint themselves as Legal Representative. This is practical and gives direct control. However, it requires that you maintain valid residency status in Vietnam throughout.

Common Mistakes Foreign Investors Make

1. Choosing the wrong VSIC business codes - too narrow and you cannot do adjacent activities; incorrect codes cause compliance problems
2. Charter capital set too low - making it hard to demonstrate viable operations or meet banking requirements
3. Not registering the business address correctly - using a virtual address that does not comply with local requirements
4. Forgetting the 90-day charter capital contribution deadline - a violation that can result in penalties
5. Not setting up accounting from day one - Vietnam's bookkeeping requirements are strict and retroactive compliance is painful
6. Not understanding the work permit implication - assuming company ownership automatically grants the right to work

FAQ: Company Setup Vietnam

Can I set up a company in Vietnam without being physically present? Yes, with a power of attorney. Your agent can handle the entire registration process with notarized/apostilled documents from abroad. You will need to be present to open the bank account in most cases, though some banks allow remote account opening for existing customers.

Can I register a company in Vietnam as a tourist? Technically you can file the application while on a tourist visa, but as Legal Representative you will need a long-stay visa or residence permit before operations begin. Plan your visa situation before starting the registration.

How long does a Vietnamese company last? The IRC specifies an investment duration - typically 10-50 years, with renewal possible. This is different from Western companies which have indefinite life by default. Specify an appropriately long duration in your initial application.

Can I have a Vietnamese partner? Yes. A joint venture (Vietnamese + foreign investor) is also possible. Some sectors require Vietnamese participation. Joint ventures add complexity but can provide local knowledge, networks, and in some sectors access to land use rights that pure foreign-owned companies cannot get.