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)
A Limited Liability Company (LLC) is the most common business structure for foreign-owned companies in Vietnam. An LLC may be established as either a single-member limited liability company or a multiple-member limited liability company.
Pursuant to Clause 1, Article 46 of the Law on Enterprises 2020, a multiple-member LLC may have between two and fifty members. Therefore, if an investor plans to admit a larger number of shareholders or raise capital from multiple investors in the future, a Joint Stock Company (JSC) is generally the more suitable business structure.
Suitable for: trading, services, manufacturing, consulting, tech, and general commercial activities.
Joint‑Stock Company (JSC)
A Joint Stock Company (JSC) is another common business structure for foreign-owned companies in Vietnam. Pursuant to Clause 1, Article 111 of the Law on Enterprises 2020, a JSC must have at least three shareholders, who may be individuals or legal entities.
Accordingly, if an investor intends to establish a company with only one or two shareholders, a Limited Liability Company (LLC) is the appropriate business structure. Conversely, a JSC is generally more suitable for businesses that plan to raise capital from multiple investors, as it offers greater flexibility in issuing and transferring shares.
Suitable for: large‑scale operations or companies planning future fundraising.
Representative Office (RO)
A Representative Office is a dependent unit of an overseas company that is legally established outside Vietnam. It serves as a non‑commercial presence in Vietnam for market research, business promotion 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: 25–45 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 companies to register their corporate seal with the authorities. However, companies are still advised to obtain a physical corporate seal, as it remains widely used in business and administrative practice.
Although not all documents are legally required to be stamped, many documents submitted to Vietnamese government authorities are expected to bear the company’s seal in accordance with the relevant procedures. In practice, company registration and amendment applications generally do not require a company seal. However, the use of a corporate seal continues to be customary for many official documents and business transactions.
Similarly, while Vietnamese law generally recognizes the validity of contracts signed by authorized representatives without a company seal, many businesses continue to affix their corporate seal to executed contracts as a matter of commercial practice and to provide additional assurance to counterparties.
The use of digital signatures and electronic contracts is increasing in Vietnam and is legally recognized in many circumstances. However, adoption within the private sector is still evolving, and many businesses continue to rely on traditional wet-ink signatures and corporate seals for contractual documents.
2. Bank Account Opening
Foreign‑invested companies must open:
- A capital account (DICA) for charter capital contributions.
- An operating account for daily transactions.
According to Article 5 of the Circular 06/2019/TT-NHNN dated June 26, 2019 of the State Bank of Vietnam, each company may open and maintain only one DICA account with one bank at any given time. The operating account (also referred to as a current account) is not subject to the limitation. Clients may open operating accounts with any bank and maintain multiple accounts in different currencies, such as USD, EUR, RMB, HKD, and JPY, simultaneously.
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.
From July 2025, to obtain approval for e-invoice registration, the company and its legal representative must comply with the new VNeID account requirement for legal representatives. If the legal representative is a foreign national, they must also obtain a Work Permit and a Temporary Residence Card (TRC) before completing certain administrative procedures.
5. Charter Capital Contribution
The total investment capital and the charter capital are different concepts.
The charter capital must be fully contributed within 90 days from the date of issuance of the Enterprise Registration Certificate (ERC).
The total investment capital, however, is not subject to this 90-day contribution requirement. Investors may register a capital contribution schedule extending beyond 90 days. For example, the investment capital may be registered to be contributed over a period of up to one year, subject to the approved investment schedule.
Key Requirements for Registering a Company in Vietnam
Registered Address
When setting up a company in Vietnam, the investor is generally required to register a physical business address to demonstrate the company’s business presence.
In practice, however, the authorities in certain cities, such as Ho Chi Minh City and Hanoi, may accept a virtual office address under specific circumstances. A virtual office can serve as a temporary solution during the initial stage of business setup; however, maintaining a physical business address is recommended to support long-term operations and regulatory compliance.
Residential apartments are not permitted to be used as the registered address for business or company registration.
Charter Capital
Vietnam does not impose a general minimum charter capital requirement. However, the registered charter capital should:
- Be adequate for the proposed business activities;
- Be justifiable to the licensing authorities; and
- Be contributed within the prescribed statutory timeframe.
Certain business sectors, such as education, aviation services, postal services, and fintech, are subject to specific minimum capital requirements or require a higher level of capital based on applicable regulations.
We recommend consulting Forra Consulting to determine an appropriate charter capital amount based on your business activities and regulatory requirements.
Legal Representative Requirements
According to Vietnam Law on Enterprise 2025, 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.
