Company Formation in Vietnam
Last updated: November 2026
A foreign investor can own 100% of a newly set up company in Vietnam in any sector outside the government's market access list. That list, Appendix I of Decree 96/2026/ND-CP, closes 23 sectors to foreign investors and sets conditions in 62 more. Since 1 March 2026 the investor also chooses the order of two certificates: the Investment Registration Certificate (IRC) first, or the Enterprise Registration Certificate (ERC) first.
We run the formation for you: business line check, legal form, IRC and ERC dossiers, apostilles or legalisation, notarised Vietnamese translations and the bank introduction. Every case is quoted individually.
| Quick facts | Value |
|---|---|
| Local company form | Công ty TNHH (công ty trách nhiệm hữu hạn), equivalent of an LLC / private limited company |
| Foreign ownership | 100% outside the 23 closed and 62 conditional sectors of Decree 96/2026/ND-CP |
| Registering authority | Provincial Department of Finance (Sở Tài chính) or zone Management Board |
| Statutory timelines | IRC 10 working days, ERC 3 working days |
| Charter capital | No general minimum; paid in full within 90 days of the ERC |
| Legal representative | At least one must reside in Vietnam |
| Corporate income tax | 20%; 15% or 17% for smaller companies |
| VAT | 10%; 8% on most supplies until 31 December 2026 |
| Statutory audit | Mandatory for foreign-invested enterprises |
| Foreign documents | Apostille since 11 September 2026; legalisation for some states |
Why Form a Company in Vietnam
Vietnam rewrote its foreign investment rules in 2026: a new Law on Investment, a new market access decree and the Apostille Convention all took effect between March and September.
Domestic treatment. Article 8 of the Law on Investment No. 143/2025/QH15 treats foreign investors like Vietnamese ones outside the listed sectors. A single foreign founder can own a single-member LLC outright.
Fast entry, no general minimum capital. The statutory clocks are 10 working days for the IRC and 3 for the ERC. Only sector laws set capital minimums.
Lower tax for small and incentivised companies. The 20% standard rate falls to 15% or 17% for smaller companies and can fall to 10% for 15 years in incentivised sectors and areas. Dividends paid to a foreign parent company carry no withholding tax.
The trade-offs: a resident legal representative, an annual audit and quarterly investment reports. Comparing hubs? See our Singapore and Hong Kong pages.
Company Types Available in Vietnam
Single-member LLC (Công ty TNHH một thành viên)
Its one owner, an organisation or an individual, is liable up to the charter capital (Law on Enterprises, Article 74). It suits one foreign founder or parent.
What does Công ty TNHH mean?
Công ty TNHH stands for công ty trách nhiệm hữu hạn, Vietnamese for "limited liability company". It is the Vietnamese LLC, the local equivalent of a private limited company: owners are liable only up to their capital. The single-member form suits one foreign founder or parent; the multi-member form, with 2 to 50 members, suits joint ventures.
Multi-member LLC (Công ty TNHH hai thành viên trở lên)
It has 2 to 50 members (Article 46) and cannot issue shares unless it converts into a joint stock company.
Joint stock company (Công ty cổ phần)
It needs at least 3 shareholders, with no maximum (Article 111), and can issue shares and bonds, so it suits a planned share issue or listing.
Branch of a foreign trader (Chi nhánh của thương nhân nước ngoài)
The parent needs at least 5 years of operation, and the branch needs a licence before it opens. A branch may trade goods within its licence and remit profits (Commercial Law, Article 19).
Representative office (Văn phòng đại diện)
The parent needs at least 1 year of operation, and the representative office needs a licence before it opens. It may not carry on directly profit-generating activity (Commercial Law, Article 18).
Foreign Ownership and Market Access Rules in Vietnam
The Law on Investment No. 143/2025/QH15 replaced Law No. 61/2020/QH14 on 1 March 2026. Outside the listed sectors, foreign investors get domestic treatment; inside them, conditions can cover the ownership ratio, form of investment, scope and investor capacity. Official texts are in the Ministry of Justice's National Database of Legal Documents.
Market access list: closed and conditional sectors
Appendix I of Decree 96/2026/ND-CP replaced Decree 31/2021/ND-CP as the market access list.
- Closed (23 sectors): examples include press, fishing, security and investigation, notary and auction services, public postal services, transit trade and domestic or outbound travel services.
- Conditional (62 sectors): examples include banking, insurance, securities, telecoms, advertising, education, real estate, logistics, legal services and e-commerce platforms.
The conditions are posted on the National Investment Portal. With several business lines, the lowest foreign ownership cap applies.
Conditional business lines and sector licences
Market access is only the first filter. Since 1 July 2026, 198 business lines in Appendix IV of the Law on Investment have been conditional for every investor, Vietnamese or foreign. New entries include crypto-asset, data platform and personal data lines, so AI and software companies handling data should check them first. Law No. 24/2026/QH16 shortens the list from 1 March 2027, and licences for abolished lines stay valid until expiry.
Buying into an existing company
Buying capital in an existing company needs no IRC. Prior registration is needed if foreign ownership rises in a conditional sector, or goes above 50% or increases beyond it. The same applies if the target holds land on islands or in border or coastal communes. Our Thailand and China pages and the foreign ownership and director requirements table cover other markets.
How to Set Up a Company in Vietnam: Step by Step
To register a company in Vietnam on the traditional route, the IRC comes first and the ERC second. As your formation agent, we prepare and file every dossier below. The company registry is the business registration office of the provincial Department of Finance, reached through the National Business Registration Portal of the Ministry of Finance.
- Market access check. We test each business line against Appendix I and the conditional business lines, then fix the legal form, charter capital and project scope.
- Project declaration. The investor declares the project on the National Investment Information System and files the IRC dossier within 10 working days.
- IRC. The provincial Department of Finance, or a zone Management Board for zone projects, issues it within 10 working days of a valid dossier. Online filings get any correction request within 5 working days.
- ERC. The business registration office issues it within 3 working days. Its enterprise code doubles as the tax code.
- Capital. The company opens its investment capital account and pays the charter capital in full within 90 days of the ERC.
- After registration. Sector licences for conditional lines, work permits and the first quarterly investment report follow.
Required Documents
Foreign-language documents in the ERC dossier need a notarised Vietnamese translation (Decree 168/2025/ND-CP), and we translate the IRC dossier the same way.
IRC dossier
- The investor's legal status documents
- Proof of financial capacity, such as 2 years' financial statements or a parent company support commitment
- Investment project proposal
- Proof of the right to use the site, such as a lease agreement
ERC dossier
- Application with the IRC copy, or a market access commitment on the ERC-first route
- Passport copies of individuals without a Vietnamese ID number
- Beneficial owner information
Vietnam has applied the Apostille Convention since 11 September 2026, so public documents from other Convention states can carry an apostille instead of consular legalisation. Some member states objected to Vietnam's accession, and their documents still need consular legalisation under Decree 111/2011/ND-CP, as amended by Decree 196/2025/ND-CP. Before anything is signed, we confirm the route for your country and that the registration office accepts the apostilled document. The HCCH Apostille Convention status table shows Vietnam's accession.
Timeline and What Our Package Covers
The statutory clocks are short: 10 working days for the IRC once its dossier is valid, and 3 for the ERC. Apostilles abroad, translations and the bank's meeting with the legal representative have no statutory clock. Our formation time comparison shows other jurisdictions.
Our package covers:
- Market access check, legal form and charter capital
- IRC and ERC dossiers, project proposal and beneficial owner declaration
- Apostille or legalisation coordination and notarised translations
- Bank introduction for the investment capital account
- Work permit and investor visa applications
- A calendar for investment reports, audit and tax filings
The total depends on the route, any investment policy approval, sector licences, the documents to legalise and translate, visas and work permits, and the accounting scope. We quote it per case.
Tax Overview for Vietnam Companies
Corporate income tax is 20% (rate applicable in 2026) under Law No. 67/2025/QH15, in force since 1 October 2025. Companies with prior-year revenue up to VND 3 billion pay 15%, and up to VND 50 billion 17%; subsidiaries whose related parties do not qualify are excluded.
| Tax | Rate in 2026 |
|---|---|
| VAT | 10%; 8% on most supplies until 31 December 2026; 5% and 0% |
| Dividends to companies / individuals | None / 5% |
| Interest / royalties to non-resident companies | 5% / 10%, subject to treaties |
| Foreign contractor tax | 0.1% to 15% combined |
| Sale of capital by a foreign company | Generally 2% of proceeds, direct or indirect sale |
| Personal income tax | 5% to 35% for residents, 20% for non-residents |
VAT. Companies have no VAT registration threshold. Below VND 1 billion of annual revenue the direct method applies unless the company opts for the credit method. The 8% rate under Decree 174/2025/ND-CP ends on 31 December 2026 unless extended.
Groups. Pillar Two applies from 1 January 2024 under Resolution 107/2023/QH15, for groups with consolidated revenue of EUR 750 million or more in 2 of the 4 preceding years. It uses an income inclusion rule and a qualified domestic minimum top-up tax at 15%, with no UTPR. Transfer pricing follows Decree 255/2026/ND-CP from 1 July 2026, with an interest cap of 30% of EBITDA. Vietnam has about 80 tax treaties; compare rates in our corporate tax rates by country table.
IRC and ERC: Vietnam's Two-Step Process for Foreign Investors
The IRC covers the foreign investor's project. The ERC, often called the business registration certificate, creates the company and its enterprise code. Foreign investors asking for a Vietnam business licence usually need both, plus a sector licence for any conditional business line.
Today's authorities. Guides that send investors to the Department of Planning and Investment are out of date: the provincial Department of Finance now issues both certificates. Inside high-tech zones the high-tech zone authority issues the ERC, and Vietnam has had 34 provincial-level units since 1 July 2025.
ERC-first route. Since 1 March 2026 the ERC application can carry a market access commitment instead of an IRC copy. The IRC must then follow within 12 months (Decree 96/2026/ND-CP, Article 72), for a project matching the registered business lines. Until then, the company may not implement the project or add business lines, but it can open its investment capital account for capital and preparation costs.
Extra steps. Projects needing investment policy approval, 20 categories including ports, airports, telecoms and press, add a prior step. Zone projects under the special investment procedure (Law on Investment, Article 28) replace several construction, environment and fire approvals with commitments and get the IRC within 15 working days.
Charter Capital: The 90-Day Deadline and the Investment Capital Account
Only sector laws set a minimum charter capital, and charter capital need not equal the project's investment capital (Decree 96/2026/ND-CP, Article 72(5)).
The 90-day deadline. Owners pay the charter capital in full within 90 days of the ERC's issue date. Time to import assets or transfer title does not count (Law on Enterprises, Articles 47(2), 75(2) and 113(1)). Otherwise the company registers the reduced capital within 30 days, with members liable pro rata until then.
The investment capital account. Capital enters through an investment capital account (tài khoản vốn đầu tư) under Circular 38/2026/TT-NHNN, in force since 18 August 2026, replacing Circular 06/2019/TT-NHNN. A company formed before its IRC may open the account early, for capital and preparation costs.
In capital terms, VND 3 billion matters twice: contributing owners at or above it need no work permit, and it is the floor of the ĐT3 investor visa (see below). Our minimum share capital table covers other countries.
Visas and Work Permits
Investor visas under Law No. 51/2019/QH14 depend on the capital invested.
| Visa | Investment | Visa validity | Temporary residence card |
|---|---|---|---|
| ĐT1 | VND 100 billion or more, or incentivised sectors or areas | Up to 5 years | Up to 10 years |
| ĐT2 | VND 50 billion to under VND 100 billion, or encouraged sectors | Up to 5 years | Up to 5 years |
| ĐT3 | VND 3 billion to under VND 50 billion | Up to 3 years | Up to 3 years |
| ĐT4 | Under VND 3 billion | Up to 12 months | None |
Work permits. The provincial People's Committee decides within 10 working days under Decree 219/2025/ND-CP, in force since 7 August 2025. Permits last up to 2 years and can be extended once for up to 2 years; apply 10 to 60 days before the start date. Decree 393/2026/ND-CP replaces it on 5 December 2026, keeping the 2-year term, the single renewal, the VND 3 billion exemption and the 10-working-day decision.
Exemptions. LLC owners or members, and JSC board chairs or members, contributing VND 3 billion or more need no work permit. Nor do managers and experts working in Vietnam under 90 days a year, after notice 3 working days ahead.
Banking for Vietnam Companies
Under Circular 25/2025/TT-NHNN the bank must meet the legal representative face to face before opening a corporate payment account, since 1 December 2025 and with some exceptions. Since 1 March 2026 the account name must match the ERC. We prepare the file and make the bank introduction.
Compliance and Reporting Obligations
| Obligation | Timing |
|---|---|
| Quarterly investment report (National Investment Information System) | Before the 10th of the first month of the next quarter |
| Annual investment report | Before 31 March |
| Provisional CIT, at least 80% of the year's liability | Quarterly |
| Annual CIT return with audited statements | Last day of the third month after year end |
| E-invoicing (Decree 254/2026/ND-CP) and accounting (Circular 99/2025/TT-BTC) | Every invoice; ongoing |
| Company registry | No annual return; changes filed as they occur |
Every foreign-invested enterprise is audited under Article 37(1)(a) of the Law on Independent Audit, with no small-company exemption.
Beneficial owners. Law No. 76/2025/QH15 obliges companies to collect, update and keep beneficial owner data for at least 5 years after dissolution. Decree 296/2026/ND-CP sets the test at 25% or more of capital or votes, direct or indirect, with family and contractual groups combined. Failing that, actual control decides, then the top manager, and every layer is traced.
Nominee arrangements. Decree 296/2026/ND-CP, amending Article 4(1) of Decree 168/2025/ND-CP, has required since 23 July 2026 that owners, shareholders and members do not stand in another person's name to contribute capital. A sham transaction concealing another is void under Article 124 of the Civil Code, and Article 16 of the Law on Enterprises prohibits false registration declarations. Nominee shareholding is not a lawful structure in Vietnam, and we do not arrange it.
Owners' exposure. Under Law No. 108/2025/QH15, in force since 1 July 2026, a beneficial owner may face a temporary exit suspension while the company is under tax enforcement and has not paid. Leaving the registered address with tax unpaid has the same effect. See our accounting and tax compliance page for ongoing support.
Forming a Vietnam Company as a Non-Resident
A non-resident individual or foreign company can own 100% of a Vietnamese company outside the market access list, and the owners can live abroad. The residence rule falls on the legal representative: at least one must reside in Vietnam (Law on Enterprises, Article 12), whatever their nationality. We found no residency rule for other managers. If the only resident representative leaves, he or she must authorise another resident in writing; after 30 days' absence without authorisation the owners appoint a replacement.
A non-resident founder supplies a passport copy, the investor's legal documents and financial capacity evidence, apostilled or legalised, with notarised Vietnamese translations. Filing by post or online means no visit for registration. The bank still meets the legal representative face to face, which is why the resident appointment matters to a non-resident owner.
Frequently Asked Questions
How do I start a business in Vietnam as a foreigner?
Check that your business lines are open to foreign investors, then obtain an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) from the provincial Department of Finance. Since 1 March 2026 the ERC may come first. You also need a resident legal representative, and the charter capital is due within 90 days.
Can a foreigner own 100% of a company in Vietnam?
Yes, in any sector outside Appendix I of Decree 96/2026/ND-CP. Appendix I closes 23 sectors, such as press and fishing, and sets conditions in 62 others, such as banking and logistics; those conditions can include an ownership cap. With several business lines, the lowest cap applies.
Is there a minimum capital to set up a company in Vietnam?
No general minimum applies; only sector laws set minimums for regulated activities. Whatever charter capital you declare must be paid in full within 90 days of the ERC. The IRC dossier must still prove financial capacity, for example with 2 years of financial statements or a parent company support commitment.
How long does it take to register a company in Vietnam?
The statutory clocks add up to 13 working days: 10 for the IRC, counted from a valid dossier, and 3 for the ERC. Projects needing investment policy approval take longer. Apostilles abroad, translations and bank account opening have no statutory clock, so the total depends on your country and bank.
Do I need to visit Vietnam to open a company?
Not for registration: both certificates can be applied for by post or online. The bank is different. Since 1 December 2025 a bank must, with some exceptions, meet the legal representative face to face before opening a corporate payment account. At least one legal representative must reside in Vietnam anyway.
Can I start a small business in Vietnam as a foreigner?
Yes. No general minimum capital applies, and a qualifying company with prior-year revenue up to VND 3 billion pays 15% corporate income tax instead of 20%. The fixed duties stay the same for every foreign-invested enterprise: an annual audit, investment reports and a resident legal representative.
Get Started: Form Your Vietnam Company
Send us your planned business lines, the ownership structure and who will act as resident legal representative, or use our contact form. We check market access and the apostille route for your country, then quote. Call +48 2222 5 2222 or email info@companyformation24.com to start.
Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.
