If you’re planning to enter the market, understanding how to register a company in Vietnam is the first essential step.
This guide walks you through the full process, from choosing the right structure to completing post‑licensing compliance.
Choose the Right Business Structure
Vietnam offers several entity types, but foreign investors typically choose one of the following:
Limited Liability Company (LLC)
The most common structure for foreign‑owned businesses.
Suitable for: trading, services, manufacturing, consulting, tech, and general commercial activities.
Joint‑Stock Company (JSC)
Required for certain regulated sectors and businesses planning to raise capital from multiple shareholders.
Suitable for: large‑scale operations or companies planning future fundraising.
Representative Office (RO)
A non‑commercial presence for market research and liaison activities.
Not allowed: revenue‑generating activities.
Step‑by‑Step Process to Register a Company in Vietnam
Below is the full process foreign investors must follow.
Step 1 — Apply for the Investment Registration Certificate (IRC)
The IRC is required for all foreign‑invested companies. According to the Law on Investment 2025, foreign investors may choose to apply for the Enterprise Registration Certificate (ERC) before obtaining the Investment Registration Certificate (IRC). However, the process and potential consequences of failing to secure the IRC after receiving the ERC remain unclear. Therefore, we recommend that clients continue applying for the IRC before the ERC until official guidance is issued by the authorities.
Authorities review:
- Business activities and sector restrictions
- Investment capital
- Project scope and location
- Investor profile
Timeline: 15–30 working days
Issued by: Department of Finance (DoF) / Zone Management Board
Step 2 — Apply for the Enterprise Registration Certificate (ERC)
Once the IRC is approved, the company can apply for the ERC.
The ERC confirms:
- Company name
- Legal representative
- Charter capital
- Registered address
- Ownership structure
Timeline: 3–7 working days
Step 3 — Complete Post‑Licensing Procedures
After receiving the ERC, companies must complete several mandatory steps:
1. Company Seal
Vietnam no longer requires seal registration, but companies may still use a digital or physical seal for internal governance.
2. Bank Account Opening
Foreign‑invested companies must open:
- A capital account for charter capital contributions
- An operating account for daily transactions
3. Tax Registration & Digital Signature
A digital signature (token) is required for:
- Tax filings
- Social insurance
- E‑invoice issuance
4. E‑Invoice Registration
Mandatory for all companies.
Requires the legal representative’s VNeID Level 2 and corporate e‑ID (mandatory from July 2025).
5. Charter Capital Contribution
Must be contributed within the timeline stated in the IRC (commonly 90 days).
Key Requirements for Registering a Company in Vietnam
Registered Address
A physical address is required.
Residential apartments cannot be used for commercial registration.
Charter Capital
Vietnam does not impose a universal minimum capital requirement, but capital must be:
- Sufficient for the business model
- Justifiable to authorities
- Contributed on time
Certain sectors (e.g., real estate, education, fintech) require higher capital.
Legal Representative Requirements
Every company must have at least one legal representative residing in Vietnam.
They must:
- Be 18+ with full legal capacity
- Hold a managerial position
- Maintain a Vietnam address
- Possess VNeID Level 2 for digital procedures
Foreign investors often appoint a local nominee legal representative during setup to avoid delays.
Compliance Obligations After Registration
Annual Compliance Requirements
- Monthly/quarterly tax filings
- Annual financial statements
- Mandatory audit for foreign‑invested companies
- Social insurance contributions
- Labour contracts and HR compliance
Corporate e‑ID (Mandatory from July 2025)
Required for:
- E‑invoice registration
- Tax portal access
- Government digital services
The legal representative must complete biometric verification personally.
Common Challenges for Foreign Investors
1. Residency Requirements for Legal Representatives
Non‑resident legal representatives cannot complete e‑invoice or e‑ID registration.
2. Capital Contribution Deadlines
Missing the deadline can result in penalties or forced charter capital adjustments.
3. Restricted Business Sectors
Some industries require:
- Local partners
- Additional licensing
- Minimum capital thresholds
4. Bank Account Opening
Banks may require in‑person verification and additional documentation for foreign investors.
How Forra Consulting Supports Your Company Registration in Vietnam
Forra provides end‑to‑end support for foreign businesses entering Vietnam, including:
- Market entry and feasibility assessment
- Entity structuring and licensing
- Nominee legal representative services
- Tax, accounting, and compliance management
- HR, payroll, and labour law advisory
- Corporate e‑ID and VNeID guidance
Our approach emphasizes clarity, compliance, and long‑term operational stability**.
Summary: How to Register a Company in Vietnam
- Vietnam requires a two‑step licensing process (IRC + ERC).
- At least one legal representative must reside in Vietnam.
- E‑invoice and corporate e‑ID registration require VNeID Level 2.
- Charter capital must be contributed on time.
- Foreign‑invested companies must meet annual audit and tax obligations.
With the right guidance, the setup process is structured, predictable, and efficient.
