Vietnam Company Registration

 

Hanoi City / Ho Chi Minh City

Đăng ký công ty Việt Nam
(Hà Nội / Thành phố Hồ Chí Minh)

Southeast Asia Company

Vietnam Company
Registration

 

Đăng ký công ty Việt Nam (Hà Nội / Thành phố Hồ Chí Minh)

Since Vietnam’s accession to the World Trade Organization (WTO), restrictions on foreign investment have been progressively relaxed, allowing foreign investors to establish 100% wholly-owned companies in Vietnam.

With a population of nearly 100 million, Vietnam offers an abundant labor force and a rapidly expanding middle class that signals strong domestic market potential. Combined with steady economic growth (with a GDP growth rate of 7.09% in 2024), a wide range of government incentives to attract foreign investment, and the advantages of ASEAN free trade agreements, Vietnam has become one of the most strategic locations for global enterprises to expand into the Asian market.

I.Vietnam's Investment Environment Introduction and Advantages

Vietnam's Investment Environment Introduction and Advantages

Vietnam is one of the most attractive destinations for foreign investment in Southeast Asia, offering three major advantages: political stability, an open market, and tax incentives. The government actively promotes foreign investment policies, safeguards investor rights, and provides legal support and tax reductions, making Vietnam a top choice for multinational corporations—such as Samsung and Foxconn—to establish regional manufacturing hubs.

The National Assembly of Vietnam has announced a GDP growth target of at least 8% for 2025, reflecting strong confidence in the country’s economic momentum. The inflation target has also been adjusted to 4.5%–5%, providing more flexibility for monetary and fiscal policies. These policy shifts highlight Vietnam’s growing confidence in attracting foreign capital while maintaining economic stability.

Location

Vietnam is located in Southeast Asia, bordering China, Cambodia, and the Philippines, and lies along major international shipping and trade routes.

Economic Growth

Vietnam has consistently maintained a GDP growth rate higher than the regional average, making it one of the most promising emerging markets in Southeast Asia.

FTA Network

Vietnam has signed over 18 free trade agreements (FTAs) with economic blocs across the Asia-Pacific, ASEAN, and Europe, providing tariff incentives and broader market .

International law

As a member of the World Trade Organization (WTO), Vietnam participates in various global intellectual property conventions and agreements.

Brief Introduction of Major Cities in Vietnam

Hanoi City Hà Nội, miền Bắc Việt Nam:
Hanoi is the capital of Vietnam and the country’s second-largest city. It holds dual significance as both the political and economic center of the nation.
As the largest economy within the Northern Key Economic Region (KER), Hanoi continues to develop comprehensively across infrastructure, services, technology, and transportation, maintaining a steady momentum of economic growth.

Ho Chi Minh City Thành phố Hồ Chí Minh, miền Nam Việt Nam:
Ho Chi Minh City, formerly known as Saigon, is the largest city in Vietnam and one of the country’s five centrally governed municipalities.
It serves as the core of Vietnam’s economy, trade, transportation, and culture. When multinational corporations enter the Vietnamese market, Ho Chi Minh City is often their top choice for establishing operations. As one of the most developed cities in the country, it has long been recognized as Vietnam’s economic powerhouse.

II.Main Types of Foreign Investment Companies in Vietnam

Main Types of Foreign Investment Companies in Vietnam

During the investment process in Vietnam, one of the key considerations for investors is choosing the appropriate business entity. According to the regulations of the Investment Law, there is no distinction between domestic and foreign investors in the choice of company types. Foreign investors can choose from the following company types:

A limited liability company (LLC) has a relatively simple management structure and is the most common type of company in Vietnam.。It is well-suited for small and medium-sized enterprises (SMEs). This type of company has a straightforward structure and can be established by a single investor. The maximum number of members is 50, and each member can contribute a different capital amount, with rights and responsibilities similar to those of shareholders. Unlike joint-stock companies in Vietnam, both single-member and multi-member LLCs are not allowed to issue shares. Functions and Benefits of Setting Up a LLC in Vietnam:
A.Most industries in Vietnam now allow 100% foreign ownership, enabling foreign investors to fully own a company without needing to form a joint venture with a local partner.

B. A local company account can be opened in Vietnam to receive and make payments in Vietnamese Dong (VND).
C.The company is eligible to conduct independent import and export activities, and may apply for export tax refunds if qualified.
D.The company is permitted to sell products locally, issue Vietnamese VAT invoices, and expand into the domestic market.
E.The company can directly hire both local and foreign employees and is required to enroll them in the local social insurance system to protect the rights of both employer and employee.

Establishing a representative office in Vietnam is a common and ideal option for foreign enterprises before fully entering the local market. It is especially suitable for investors who wish to first observe the market and gradually gain market share. A representative office in Vietnam is not allowed to engage in any profit-generating activities. It cannot sign commercial contracts or generate income. Its main functions include conducting market research, maintaining business liaison, and promoting the parent company’s marketing activities. Functions and Benefits of Setting Up a Representative Office in Vietnam:
A.The representative office can conduct market research to help the enterprise understand Vietnamese consumer preferences, the competitive landscape, and regulatory environment, thereby providing data and insights for future business decisions.
B.The representative office can represent the parent company in marketing and promotional activities in Vietnam, helping to increase brand awareness and influence in the local market.
C.The representative office can oversee contracts signed between the parent company and local partners in Vietnam, ensuring the implementation and execution of contract terms.
D.Although it cannot engage in commercial activities, the representative office is allowed to hire local employees to support administrative and communication tasks.
The representative office license in Vietnam is valid for 5 years. However, if the parent company’s business license or certificate of incorporation is valid for less than 5 years, the license will expire on the same date as the parent company’s document. An extension application must be submitted at least 30 days before expiration; otherwise, the license will be automatically terminated.

Vietnam has attracted numerous international enterprises to establish production factories thanks to its stable political environment and foreign investment-friendly policies. Whether in textile manufacturing, electronic assembly, or food processing, Vietnam’s increasingly developed industrial infrastructure makes it a top choice for companies aiming to set up manufacturing centers in Southeast Asia. What types of industries are suitable for setting up factories in Vietnam?
A.Labor-intensive industries: Garments, footwear, furniture, packaging.
B.Electronics and assembly: Mobile phone components, home appliance assembly.
C.Machinery and metal processing: Precision parts, mold manufacturing.
D.Food processing: Agricultural packaging, canned food.
E.Light industry and daily goods: Cleaning products, stationery.
When establishing a production factory in Vietnam, enterprises should prioritize site selection and industrial zone evaluation. In addition, complying with regulatory requirements is crucial — including environmental reviews, construction permits, and waste discharge management. Businesses must also consider regional characteristics to plan logistics and workforce allocation properly, ensuring long-term and stable operations.

III.Basic requirements for registration of foreign companies in Vietnam

Basic requirements for registration of foreign companies in Vietnam

  • Regulations on Foreign Ownership Ratios.
    Foreign investors are permitted to hold 100% ownership in most industries, including trade, IT, manufacturing, and education. However, certain sectors are subject to restrictions on equity ownership, such as::
    A.Fully restricted industries – e.g., military-related sectors, certain types of printing, etc.
    B.Partially restricted industries – require joint ventures with Vietnamese partners, such as tourism, advertising, logistics, and others.
    C.Special requirements and restrictions: Additional personnel certification conditions such as licenses: real estate brokerage, accounting services, etc.
    Note:World Trade Organization (WTO) agreements govern foreign ownership of most businesses. However, some projects are not regulated by WTO agreements or local laws. In this case, approval from the relevant authorities of the industry is still required.
  • Minimum Capital Requirements
    Most projects in Vietnam have no minimum capital requirements. However, the amount of capital must be sufficient to cover the initial expenses of the company. The Department of Planning and Investment will assess whether your contribution is in line with your business. Generally speaking, it is recommended to register the capital of foreign service or trading companies at least 80,000 US dollars, and if it is a production factory, it is recommended to register at least 100,000 to 150,000 US dollars. In addition, certain licensed industries—such as language centers, real estate, finance, and fintech—may be subject to minimum capital requirements.
  • Registered Address
    You must have a business address to set up a company in Vietnam. Service-based businesses such as consulting or trading companies can use the Business Center anchor address. However, for physical business types—such as manufacturing, food & beverage, and retail—a registered physical office address is required..
  • Legal Representative
    All companies in Vietnam must have at least one legal representative (director). It can be held by foreigners and does not need to have resident status.

IV.Documents required for company registration in Vietnam

Documents required for company registration in Vietnam

For foreign investors to register a company in Vietnam, the required registration documents, procedures, conditions, and regulations for business projects are mainly handled in accordance with the provisions of the Vietnam Investment Law. The documents to be prepared for the Vietnam company registration application are as follows:

  • A.Legal documents of foreign investors. (subject to local verification).
  • B.Bank letter from the foreign investor.(The balance must be equal to or greater than the charter capital value of the new company).
  • C.The English name of the company registered in Vietnam.
  • D.The address, telephone number, fax number, and e-mail address of the company’s head office.
  • E.Register the specific business items of the Vietnamese company.
  • F.The legal capital of an enterprise operating an industry that requires legal capital design.
  • G.The share capital and shareholding ratio of each shareholder member of the company.
  • H.Name, signature, household registration address, nationality, national ID number or passport number, or other legal personal documents of the person in charge of the company.
  • I.Contents of Articles of Association.
  • J.Office lease agreement.

V.Basic process of setting up a company in Vietnam

Basic process of setting up a company in Vietnam

Step 1 : Verification of Investment Information
Includes company name, registered capital of the Vietnam entity, business activities, shareholder information, and documents of the legal representative.e.

Step 2 : Apply for Investment Registration Certificate (IRC)
✓Foreign-invested companies in Vietnam must submit an investment application to the Department of Planning and Investment (DPI).

✓Approval timeline: approximately 25 working days.

Step 3 : Apply for Enterprise Registration Certificate (ERC/BRC)
✓After obtaining the IRC, the company must also apply for the Enterprise Registration Certificate (ERC), also known as the Business Registration Certificate (BRC) , with the Department of Planning and Investment.

✓Approval timeline: approximately 7 working days.

Step 4 : Tax registration.
After receiving your license, you can apply for tax registration. Remember, you must submit this application within 30 days; late submission will result in penalties.

Step 5 : Bank account opening
It is necessary to open a Vietnamese Dong basic account, a foreign currency capital account, and a foreign currency general account. You may choose either a foreign-owned bank or a local Vietnamese bank. Foreign banks are generally more convenient for international communication, coordination, and lending. However, local banks may pose language and communication challenges but tend to be more convenient for local employee salary disbursements and corporate tax withholdings. It is recommended to consider local banks that are friendly to foreign investors, such as BIDV or Vietcombank (VCB).

Step 6 : Capital investment
The registered capital must be remitted within 90 days of obtaining the license. If the remittance cannot be made in time, a separate application for extension is required, and the capital injection must be completed within one year at the latest.

Step 7 : Registration of Vietnam Electronic Authentication Account (VNeID)
Starting from July 1, 2025, the Vietnamese government will officially implement the VNeID electronic authentication account system under Decree No. 69/2024/NĐ-CP. Both individuals and organizations are required to complete electronic identity verification. Existing National Public Service Portal accounts will remain valid only until June 30, 2025, after which they will be completely deactivated.

For enterprises, registering a VNeID organizational account will be an indispensable requirement for operations. Without VNeID registration, companies will be unable to conduct tax filings, issue electronic invoices, complete customs declarations, pay social insurance, or submit administrative documents via the public service portal—leading to significant operational disruptions. Although no explicit penalties for unregistered companies have been stipulated yet, in practice, enterprises without VNeID will face administrative obstacles and compliance risks.

Required documents include a passport, residence permit, Vietnam-registered phone number, email address, and Form TK01. Processing time is approximately 7 working days. Once approved, account details will be sent to the registered email, and companies may access the system via the official VNeID application. Early registration ensures legal compliance while minimizing the risk of interruptions and losses for both businesses and individuals.

Vietnamese laws and regulations are subject to change, and language barriers can often lead to delays and information gaps. To ensure a smooth company establishment process, it is recommended to seek professional assistance. Inter Area provides business registration services in Hanoi, Ho Chi Minh City, and other locations in Vietnam, including company incorporation, representative offices, and branch offices. With extensive industry experience, we deliver reliable one-stop local support to help clients enter and grow in the Vietnamese market.

VI.Notes for Vietnam company establishment

Notes for Vietnam company establishment

  • The investment approval documents issued by the Vietnamese government are valid for six months. If registration is not completed within this period, a new application must be submitted.
  • The company’s registered capital must be transferred by overseas shareholders via international wire transfer into a dedicated capital account opened in Vietnam.
  • Investors must complete the capital remittance within 90 days after the business license is issued; if unable to do so on time, they must apply to the competent authority for an extension of the capital payment deadline.
  • After obtaining the business license, the company should promptly complete tax registration and regularly submit tax declarations in accordance with regulations.
  • Once the company opens a bank account, it must complete the account registration procedure with the Vietnamese Ministry of Planning and Investment within 10 days.

VII.Taxes and tax rates in Vietnam

Taxes and tax rates in Vietnam

Foreign investors operating in Vietnam, whether through a limited liability company, joint-stock company, or representative office, are required to fulfill their tax obligations in accordance with Vietnamese law. From the moment a business license is issued, investors must submit various tax declarations to the Vietnamese tax authorities on a monthly, quarterly, or annual basis. Common taxes include Value Added Tax (VAT), Personal Income Tax (PIT), Corporate Income Tax (CIT), and Foreign Contractor Tax (FCT) if foreign contractors are employed. Below is an overview of the four main types of taxes commonly encountered in Vietnam.

  • Corporate income tax CIT 20% (Corporate income tax)
    The taxable object is any organization that conducts business in Vietnam and obtains taxable income, and a 20% tax rate is levied on the net profit; exemptions are provided, and some expenses can be deducted from the taxable income.
  • VAT 10% (Value-added tax)
    VAT is levied on value-added at all stages of the production and distribution supply chain.The amount levied depends on the type of goods, 10% for general goods and services, 0% for export goods and services related to agriculture, water, food, etc., and the tax is deductible.
    ※ The Vietnamese National Assembly passed a new resolution on June 17, 2025, extending the VAT reduction for certain product categories until December 31, 2026. (Details: Vietnam Government Announces Extension of 2% VAT Reduction Policy Through End of 2026)
  • Personal income tax 5% to 35%
    Tax residents levied personal income tax according to their global income, and personal income tax rates range from 5% to 35%; non-residents tax 20% according to their income from Vietnam.
  • Foreign contractor tax (FCT 2%-15%)

According to Vietnamese tax law, the Foreign Contractor Tax (FCT) applies to foreign companies conducting construction or business activities in Vietnam. This tax requires withholding a certain percentage from the payment amount in advance. The withholding tax measure aims to ensure that foreign enterprises comply with tax obligations during their operations in Vietnam and to maintain fairness and compliance within the Vietnamese tax system.

The Foreign Contractor Tax (FCT) applies to foreign companies that provide services, execute projects, or engage in transactions with Vietnamese businesses and individuals. According to Vietnamese tax law, the Vietnamese buyer is responsible for declaring, withholding, and remitting this tax on behalf of the foreign contractor. The FCT mainly includes Value-Added Tax (VAT) and Corporate Income Tax (CIT), with rates varying depending on the nature of the transaction, typically ranging from 2% to 15% of the taxable revenue. This tax system aims to ensure that foreign contractors pay their taxes in compliance with Vietnamese law and to maintain the domestic tax order.

  • Corporate Income Tax 20%
    The taxable object is any organization that conducts business in Vietnam and obtains taxable income, and a 20% tax rate is levied on the net profit; exemptions are provided, and some expenses can be deducted from the taxable income.
  • VAT 10%
    VAT is levied on value-added at all stages of the production and distribution supply chain.The amount levied depends on the type of goods, 10% for general goods and services, 0% for export goods and services related to agriculture, water, food, etc., and the tax is deductible.
    ※ The Vietnamese National Assembly passed a new resolution on June 17, 2025, extending the VAT reduction for certain product categories until December 31, 2026. (Details: Vietnam Government Announces Extension of 2% VAT Reduction Policy Through End of 2026)
  • Personal Income Tax 5%-35%
    Tax residents levied personal income tax according to their global income, and personal income tax rates range from 5% to 35%; non-residents tax 20% according to their income from Vietnam.

  • Foreign contractor tax 2%-15%

According to Vietnamese tax law, the Foreign Contractor Tax (FCT) applies to foreign companies conducting construction or business activities in Vietnam. This tax requires withholding a certain percentage from the payment amount in advance. The withholding tax measure aims to ensure that foreign enterprises comply with tax obligations during their operations in Vietnam and to maintain fairness and compliance within the Vietnamese tax system.

The Foreign Contractor Tax (FCT) applies to foreign companies that provide services, execute projects, or engage in transactions with Vietnamese businesses and individuals. According to Vietnamese tax law, the Vietnamese buyer is responsible for declaring, withholding, and remitting this tax on behalf of the foreign contractor. The FCT mainly includes Value-Added Tax (VAT) and Corporate Income Tax (CIT), with rates varying depending on the nature of the transaction, typically ranging from 2% to 15% of the taxable revenue. This tax system aims to ensure that foreign contractors pay their taxes in compliance with Vietnamese law and to maintain the domestic tax order.

VIII.Introduction to Vietnam’s Social Insurance System

Introduction to Vietnam’s Social Insurance System

According to the Vietnam Social Security (VSS) regulations, all employers must contribute to Social Insurance (SI), Health Insurance (HI), and Unemployment Insurance (UI) for their formally employed workers. This ensures that employees receive essential benefits and protection, fostering a positive and stable work environment.

  • Social Insurance (SI)
    A.Coverage: Includes benefits for sickness, maternity, work-related accidents, retirement, and death.

    B.Applicable Individuals: Mandatory for local Vietnamese employees. Since January 1, 2022, foreign workers holding a work permit and having a labor contract of at least one year are also required to participate.
  • Health Insurance (HI)
    A.Coverage: Provides medical expense support, including hospitalization, outpatient treatment, major illnesses, and medication.

    B.Applicable Individuals: Mandatory for all employees, including foreign workers.
  • Unemployment Insurance (UI)
    A.Coverage: Includes unemployment benefits, vocational training, and reemployment services (free employment consultation).
    B.Applicable Individuals: Mandatory for local Vietnamese employees; foreign workers are exempt.

Insurance Ratio >

Vietnam >

Vietnam’s social insurance system provides mandatory retirement, medical, and unemployment benefits for local employees. Employers are required to contribute 17.5% of each local employee’s monthly salary towards social insurance, while employees contribute 8%. For health insurance, employers pay 3% and employees pay 1.5%. Unemployment insurance contributions are split equally between employers and employees at 1% each. It is important to note that unemployment insurance is only mandatory for local Vietnamese employees; foreign workers are exempt from this contribution. Some foreign employees are required to participate in social insurance and health insurance, depending on their job nature and residency status.

IX.Post-Registration Compliance for Companies in Vietnam

Post-Registration Compliance

1. Annual Audit in Vietnam

Vietnam imposes relatively strict accounting and auditing requirements on enterprises, particularly foreign-invested companies and certain regulated industries. Companies must comply with relevant laws and ensure the timely preparation and auditing of financial statements to mitigate potential legal and financial risks. Financial statements must be prepared in accordance with the Vietnamese Accounting Standards (VAS) and include: Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Equity, and Notes to the Financial Statements.

Additionally, the following types of enterprises are required to have their annual financial statements audited by an independent auditing firm in Vietnam:

A.Foreign-invested enterprises.
B.Credit institutions, financial institutions, and insurance companies.
C.Companies issuing and trading securities, as well as companies in which a listed company holds more than 20% equity.
D.State-owned enterprises, companies implementing major national projects, and enterprises operating A-class projects financed by state funds.

The annual audited financial statements must be completed within 90 days after the end of the financial year, while interim financial statement reviews must be completed within 45 days from the end of the first six months of the financial year.. After the audit is completed, companies are required to submit their reports to the Tax Authorities, Department of Planning and Investment (DPI), Ministry of Finance, and Market Supervision Authorities. Failure to submit on time may result in penalties or compliance risks.

Tax declarations and audited financial statements must be submitted promptly to avoid any sanctions. Therefore, prior to the audit, an accountant is required to prepare the company’s accounting books and financial statements.

2. Tax Filing

VAT (Value Added Tax) Filing: Filed monthly or quarterly, depending on the company’s annual revenue or the previous year’s revenue, which determines eligibility for quarterly filing.

Corporate Income Tax (CIT) Annual Filing: The annual corporate income tax return must be submitted within a specific period after the end of the financial year, usually within three months after year-end (by the last day of the third month) to the Tax Authorities for annual CIT settlement.

3. Annual Business License Fee

Companies are required to pay the annual business license fee based on their size. Usually, it must be paid by January 30 each year. (The National Assembly passed Resolution No. 198/2025/QH15 on May 17, 2025, officially abolishing the annual business license fee effective January 1, 2026.)

4. Updates to Business Registration and Investment Registration

Any changes to company address, legal representative, charter, or shareholders must be promptly updated in the Enterprise Registration Certificate (ERC) and Investment Registration Certificate (IRC).

X.Conclusion

Conclusion

Establishing a company in Vietnam for foreign investors is not difficult, but the process can be complex, involving multiple steps such as obtaining an Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC), tax registration, capital contribution, and bank account opening. Furthermore, after incorporation, companies must remain compliant with annual tax filings, business license fees, and timely updates to business and investment registrations. Improper handling of these details can affect the company’s lawful operation and development.

Leveraging years of practical experience in the Southeast Asian market, InterArea provides professional solutions for Vietnam company registration and ongoing compliance. Our team is well-versed in the latest Vietnamese investment regulations and business environment, guiding clients effectively through every step of the incorporation process. From document preparation to post-establishment compliance, we offer comprehensive planning, enabling investors to focus on expanding their presence in Vietnam with confidence..

Vietnam Company Registration FAQ

Vietnam Company Registration FAQ

A:Foreign capital should remit funds within 90 days of registration and establishment, and can pay in one lump sum or in installments.

A:Yes, according to Vietnam Enterprise Law, the general manager of a limited liability company can be the chairman of the board of directors (if the company adopts a member board system) or the company chairman (if the company adopts a sole company chairman system).

A: According to the current registration regulations, as long as the applicant can provide the required certified documents, the responsible person does not need to be physically present for the investment license and business license application procedures. However, for banking and tax matters, requirements may vary depending on the region and authority, so it must be assessed based on the actual situation.

A: Generally, it takes around 30–45 working days, depending on the completeness of the documents and the nature of the business.

A: A company is required to regularly file tax returns, undergo financial audits, submit annual business reports, and ensure that the legal representative resides in Vietnam.

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