Opening a Company in Vietnam

Roger Pay
1 day ago
6 min read

Opening a Company in Vietnam

Opening a company in Vietnam as a foreigner requires choosing a structure like a Limited Liability Company (LLC), obtaining an Investment Registration Certificate (IRC), and securing an Enterprise Registration Certificate (ERC). The entire setup process typically takes 1 to 3 months.

For a quick visual breakdown of the key steps required to register your business:

Main Steps to Register

Plan and Check Sector: Confirm your business line allows foreign ownership via Acclime or legal guidance. Secure a local registered office lease agreement. [1, 2, 3]
Investment Registration Certificate (IRC): Submit your project proposal to the Department of Planning and Investment (takes about 10 to 15 working days). [1, 2]
Enterprise Registration Certificate (ERC): Apply for your corporate registration, which acts as your official incorporation certificate (takes about 3 to 5 working days). [1, 2]
Post-Licensing Tasks: Register for digital signatures and taxes, make a company seal, and open local bank accounts (VND and foreign currency accounts). [1, 2]

If you'd like to narrow this down, please let me know:

What business sector or industry you plan to enter
Whether you prefer a 100% foreign-owned LLC or a joint venture

100% Foreign-owned LLC

Choosing a 100% foreign-owned Limited Liability Company (LLC) is the most popular corporate vehicle for international investors looking to tap into Vietnam's economy. Under the Law on Investment and Law on Enterprises, this structure grants you absolute operational control, separate legal liability, and full equity ownership without needing a local Vietnamese partner.

Core Structural Requirements

Shareholders/Members: Minimum of 1 and maximum of 50 members. They can be individuals or corporate entities.
Legal Representative: At least one resident Legal Representative is mandatory. They must maintain a physical residential address in Vietnam.
Charter Capital: There is no universal minimum capital enforced by law for standard industries. However, the capital must realistically cover your initial operational expenses.
Registered Address: A physical, commercial office lease agreement is required during the incorporation process to serve as your corporate headquarters.

Legal Setup Workflow & Timeline

The standard process to fully establish your wholly foreign-owned enterprise takes roughly 20 to 25 working days once all your dossiers are officially prepared:

[Step 1] Settle Commercial Lease & Legal Dossier (Notarized & Apostilled)
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[Step 2] Apply for Investment Registration Certificate (IRC) ──► 10-15 Working Days
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[Step 3] Apply for Enterprise Registration Certificate (ERC) ──► 3-5 Working Days
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[Step 4] Post-Licensing (Corporate Seal, Tax Activation, Capital Bank Account Setup)

Critical Considerations for Foreign Investors

Conditional Sectors: While most sectors allow 100% foreign equity, certain industries (like logistics, tourism, and advertising) have strict foreign ownership caps. These require a joint venture with a local partner.
Capital Contribution Window: Shareholders must fully inject the declared charter capital into the company's designated Capital Account within 90 days from the ERC issuance date.
Document Legalization: All foreign documents (such as parent company certificates or personal bank statements) must be officially translated, notarized, and apostilled in your home country before submission to the Vietnamese government.

To map out the exact licensing strategy, let us know:

What specific business activities or products will your LLC handle?
What is your estimated initial investment budget for the charter capital?

Fees

The total estimated cost to open a standard 100% foreign-owned LLC in Vietnam typically ranges from $2,000 to $5,000 USD (£1,600 to £4,000) for professional full-service legal and advisory fees.

While actual government administrative fees set by the Department of Planning and Investment (DPI) are incredibly low, the bulk of your budget will go toward document preparation, legal mapping, translation, and localized post-licensing setups.

Cost Breakdown for LLC Formation

Cost Category	Fees (USD)	Frequency	Details
Government Licensing Fees	~$50 – $100	One-time	Covers official filing for the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
Agency Service Package	~$1,500 – $3,500	One-time	Legal structuring, drafting corporate charters, dossier preparation, and submission handling.
Document Legalization	~$40 – $100 per document	One-time	Home-country solicitor notarization, apostille, and Vietnamese Embassy attestation.
Post-Licensing Setup	~$300 – $500	One-time	Creating the official corporate red seal, public national portal disclosures, and capital bank account routing.
Digital Tax Signature Token	~$60 – $100	Annually	Mandatory encrypted digital USB token required to file monthly or quarterly electronic taxes.

2026 Key Cost-Saving Reforms

Abolition of the Business License Tax: Effective January 1, 2026, Vietnam has completely permanently removed the annual Business License Tax (which previously cost businesses an extra VND 1 to 3 million annually based on charter capital tiers).
Online Filing Submissions: The transition to paperless filings tied to national electronic databases has waived several portal announcement charges, making entry frictionless.

Costs to Keep in Mind

Commercial Physical Address: You cannot register an LLC to a standard residential apartment or a basic residential P.O. Box. Expect to budget for a virtual commercial office or physical office lease agreement, which must be finalized prior to lodging the application.
Conditional Industry Permits: If your firm operates in tech sub-sectors, e-commerce marketplaces, or logistics, expect an additional 10% to 15% inflation in legal fees to procure secondary, conditional sub-licenses from ministry departments.

If you are coordinating this project, please tell me:

Do you already have a physical commercial lease or address lined up in Vietnam?
Will your documents be coming from a country that uses the Apostille convention or requires embassy legalization?

How Bestar Vietnam Can Help in Opening a Company in Vietnam

Expanding into one of Southeast Asia's fastest-growing economies requires navigating an intricate regulatory environment. Foreign investors looking at company registration in Vietnam must clear several complex regulatory hurdles. These range from securing specific foreign-ownership licenses to establishing a local, compliant legal presence.

Partnering with a specialized advisory firm like Bestar Asia streamlines this entire process.

We mitigate risks and ensure full statutory compliance from day one.

The Strategic Importance of Setting Up a Company in Vietnam

Vietnam offers unmatched strategic advantages for international firms, especially those looking at manufacturing relocation, digital services, and e-commerce:

Free Trade Agreements (FTAs): Access to global networks with substantial tariff reductions.
Favorable Ownership Policies: Up to 100% foreign ownership is permitted in most business sectors.
Strategic Geography: Ideal logistics positioning along major shipping lanes.

However, administrative challenges like bureaucratic delays, complex banking systems, and extensive paperwork can hold back unstructured setups. This makes professional corporate support highly essential.

Key Steps to Market Entry in Vietnam

Setting up a business entity in Vietnam involves two critical licensing phases managed by the Department of Planning and Investment (DPI):

[Phase 1: Project Approval] ──> Obtain Investment Registration Certificate (IRC)

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[Phase 2: Incorporation] ──> Obtain Enterprise Registration Certificate (ERC)

Securing the Investment Registration Certificate (IRC): This confirms the legitimacy and foreign ownership limits of your specific investment project.
Obtaining the Enterprise Registration Certificate (ERC): This provides your company with its official incorporation status, corporate identity, and unique Tax Identification Number (TIN).

Complete Breakdown: How Bestar Helps You Open a Company

Choosing Bestar as your corporate services provider ensures a smooth transition into the Vietnamese market. They handle the full spectrum of company setup requirements:

Service Feature	What Bestar Handles	Business Benefit
Legal Entity Structuring	Choosing between Wholly Foreign-Owned LLCs, Joint Stock Companies (JSC), or Representative Offices.	Aligns your business model with corporate tax goals and funding needs.
Licensing Procurement	Compiling charters, project proposals, and managing IRC and ERC submissions to the DPI.	Prevents application rejections and speeds up approval times.
Corporate Address Setup	Sourcing commercial office leases or providing compliant virtual office alternatives.	Guarantees a fully valid, legally accepted registered head office.
Post-Licensing Compliance	Managing official red company seals, tax code activations, and digital signature setups.	Allows your business to issue legal invoices and sign contracts quickly.
Banking Setup Support	Opening mandatory VND and foreign currency Capital and Current accounts.	Ensures completely legal inbound foreign direct investment (FDI) inflows.

Beyond Incorporation: Scalable Corporate Support

Through its comprehensive unified professional services network, Bestar provides the essential continuous operational support needed after company formation:

Taxation & Local Accounting: Managing corporate tax filings, FDI audits, and local accounting standards.
HR Outsourcing & Payroll: Onboarding employees, drafting labor contracts, and processing mandatory insurance contributions.
Cross-Border Planning: Designing strategic Singapore holding company structures to maximize tax efficiencies and protect cross-border assets.

Frequently Asked Questions

How long does it take to establish a business in Vietnam?

With all your documentation properly prepared, the typical timeline to clear both the IRC and ERC approval stages ranges between 20 to 25 working days.

Is there a minimum capital requirement for foreign investors?

Vietnam does not enforce a universal minimum charter capital for most general business sectors. However, the declared investment amount must realistically match the actual scale of your intended business operations.

Ready to establish your commercial footprint in Vietnam? Contact Bestar today to speak with a cross-border market entry specialist.

To help customize this strategy, please let me know:

What specific business activities or industry sectors are you targeting?
Will you be managing the entity remotely or relocating local directors to Vietnam?