How to Start a Business in Vietnam
To understand how to start a business in Vietnam, separate company registration from legal readiness to operate. A foreign investor may receive an Enterprise Registration Certificate and still be unable to launch because the investment project, capital account, premises, tax setup or operating license is incomplete.
Management should settle these matters before documents are drafted: the activities that generate revenue, the proposed owners, the operating location, the funding plan and the licenses needed before launch. The sequence must follow the business model.
To decide how to start a business in Vietnam, first classify the real activities and test foreign-investor market access. Then choose the company form, owners, governance, capital and location. Prepare the investor and enterprise documents and obtain the Enterprise Registration Certificate (ERC). Under the Investment Law 2025, the company may be established before the Investment Registration Certificate (IRC) procedure. A project that requires an IRC must still obtain it before project operation. The investor must then fund the company through the correct accounts and complete tax, accounting, beneficial-owner, labour and sector-licensing work. The critical path depends on the activity, project and location.
The ERC creates the Vietnamese legal entity. It records core enterprise information such as the company name, enterprise code, registered office, charter capital, owners or founding shareholders and legal representative. It gives the company a legal identity, but it does not settle every investment or operating condition.
The distinction matters. A company may exist while its foreign-invested project is still awaiting an IRC, its capital has not been contributed, or a sector license remains outstanding. Management should define readiness to operate by reference to the first customer transaction, not by the date shown on the ERC.
Start with the wider Vietnam Market Entry Strategy. For the strategic choice between a company, representative office and branch, consider the options of Company, Representative Office or Branch in Vietnam.
Start with the transaction. Identify what the Vietnam entity will sell, who signs with the customer, who owns goods or intellectual property, how payment is collected and whether staff will perform regulated work. Broad descriptions such as consulting, technology or trading are rarely enough for a reliable market-access analysis.
Management must also decide whether the Vietnamese company will be wholly foreign owned or have a local partner, whether it will operate from one or several sites, and whether it needs employees or expatriate managers from launch. A decision left open at filing stage often returns as an amendment, banking problem or license delay.
The usual choices are a limited liability company (LLC) or a joint stock company (JSC). An LLC is often suitable for a closely held subsidiary or joint venture. A JSC may be more appropriate where several shareholders, future fundraising or share-based investment is expected. The right answer depends on control and funding, not on which form looks more familiar.
The investor file normally includes evidence of legal existence for a corporate investor, constitutional and authority documents, the decision approving the investment, authorized signatory evidence and identity documents. Foreign-issued documents may require consular legalization, certification and Vietnamese translation unless an exemption applies. The charter and appointment documents should reflect the actual approval matrix of the parent, rather than leaving the local legal representative with accidental authority.
The registered office must be suitable for the declared use. A convenient address can still fail if the building is residential-only, the landlord lacks authority, the project requires industrial premises, or a sector regulator expects particular facilities.
Before signing a long lease, verify ownership or lawful subletting, permitted use, access to documents, handover timing and the ability to obtain any fire, construction, environmental or sector approvals. Where the project needs an IRC, the site evidence and project location must also support the investment file. A conditional lease or staged commitment is often safer than paying a large deposit before the licensing route is confirmed.
The Investment Law 2025 changed the familiar sequence. A foreign investor may establish the economic organization before completing the IRC procedure, while still satisfying applicable market-access conditions. This is commonly described as ERC first.
It is a change of order, not a removal of investment control. If the project is within an IRC-required category, the IRC must still be obtained before the project begins. Company and project records must use consistent objectives, capital, location, owners and schedule.
An ERC business line is not an operating permit. Trading, retail, e-commerce platforms, travel services, education, logistics, payment-related services and other regulated activities may require additional approvals or continuing conditions. Some conditions concern ownership. Others concern capital, deposits, personnel, professional certificates, equipment or premises.
Build a license matrix before filing: activity, authority, legal condition, evidence, earliest filing date and launch restriction. This prevents commercial teams from treating a broad registration entry as permission to invoice. It also reveals whether one planned revenue stream will hold up the entire launch.
Charter capital should be commercially credible. It must support setup costs, payroll, premises, stock, professional fees and the period before revenue becomes dependable. A figure selected only because it appears easy to register may leave the company underfunded or make the project evidence unconvincing.
After establishment, the company must open the accounts required for its structure and foreign-investment transactions. The investor should confirm the contribution account, currency, remitter name, payment reference and contribution deadline before transferring funds. Capital, loans and ordinary operating receipts are not interchangeable.
The company needs an accounting and tax operating file, invoice readiness, bank authority, corporate records and an approval process for contracts and payments. It should also complete applicable beneficial-owner information and maintain the required internal registers under the current enterprise framework.
Hiring adds a separate work stream: labour contracts, payroll, personal income tax, social insurance and, for foreign staff, work-authorization and immigration planning. The legal representative and accounting provider should know who owns each action.
There is no reliable universal total timeline. The enterprise filing may be only one segment. Document legalization, market-access clarification, lease evidence, IRC procedure, policy approval, sector licensing and bank onboarding can sit on the critical path.
Prepare the schedule backwards from the first lawful transaction. Separate statutory processing periods from time needed to prepare, correct and translate evidence. Do not promise a launch date until the authority, dependencies and sequencing are identified. The Company Registration Timeline in Vietnam should be used as a project-management guide, not a guarantee.
The most common structural risk is inconsistency: the charter says one thing, the IRC another, the bank file a third and the commercial contract something broader. The second is premature operation after the ERC. The third is underestimating premises or professional conditions. The fourth is funding through the wrong route or after the permitted period.
These errors can delay banking, licenses, remittance, inspection responses and future transactions. Management should keep one approved fact sheet for ownership, capital, objectives, location, authority and launch conditions across every filing.
Q1: Can a foreigner own 100% of a Vietnamese company?
Yes, in many activities. A foreign investor deciding how to start a business in Vietnam should test ownership activity by activity against the market-access framework, specialised law and applicable treaty commitments.
Q2: Is an IRC always required?
No. The IRC question depends on the project and investment route. Foreign-invested projects that fall within an IRC-required category must complete that procedure before project operation. Acquisitions and other routes may follow a different approval or notification path.
Q3: Is the ERC now obtained before the IRC?
The Investment Law 2025 permits the foreign investor to establish the company before the IRC procedure. This does not abolish the IRC or allow an IRC-required project to start early.
Q4: How long does it take to set up a company in Vietnam?
The answer depends on document readiness, activity, ownership, location, IRC or policy approval, and sector licenses. A short enterprise-registration period should not be presented as the time required to reach lawful operation.
Q5: Is there a general minimum capital?
There is no single minimum that applies to every business. Some sectors impose legal capital, deposit or financial-capacity conditions. In other cases, the proposed capital must still be credible for the project and operating budget.
Q6: Can the company operate immediately after the ERC?
Not necessarily. It must first complete any IRC, capital, tax, invoice, sector-licence and other launch conditions applicable to its activities.
Tuan Nguyen is a lawyer at ANT Lawyers advising foreign investors and foreign-invested companies in Vietnam on market entry, foreign investment, company formation, licensing, and regulatory compliance. He works with clients to assess market access conditions, structure their Vietnam presence, prepare licensing strategy, and manage legal risks during establishment and operation.
We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest protection, risk mitigation and regulatory compliance. ANT Lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.
This article is for general informational purposes only and does not constitute legal advice for any specific situation. Laws and practice may change, and the position is stated as of the publication date. For advice on your matter, please consult qualified counsel.
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You could reach ANT Lawyers for advice via email ant@antlawyers.vn or call our office at (+84) 24 730 86 529
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