In this guide12
Foreigners can open a business in Vietnam, usually by registering a limited liability company, and in most sectors they can own all of it. Since 1 March 2026 a foreign investor can register the company before or after obtaining the investment certificate. This guide covers the route, the costs and what comes after registration.
The route at a glance
- Check that your business lines are open to foreign investors, and on what conditions.
- Choose a legal form. Most founders use a limited liability company.
- Secure a registered address and prepare the investor's documents.
- Obtain the enterprise registration certificate (ERC) and, for a foreign investor, the investment registration certificate (IRC), in either order.
- Open an investment capital account and pay in the charter capital within 90 days of the ERC.
- Set up tax access, a digital signature and e-invoices, then obtain any sector licences.
A company owned only by Vietnamese nationals needs no investment certificate and no investment capital account. Otherwise the route is the same.
Can a foreigner open a business in Vietnam?
Yes. Foreign investors can own a company outright in most sectors. The market access list in Annex I of Decree 96/2026/ND-CP, in force since 31 March 2026, names the sectors closed to foreign investors and those with conditions, such as a cap on foreign ownership, a required investment form or a Vietnamese partner.
Check each business line you plan to register against that list before you choose a structure. Where a line carries a cap or a partner requirement, the structure follows from it: a joint venture with a Vietnamese partner, for example, rather than a wholly foreign-owned company.
Choose a legal form
Most foreign founders register a limited liability company (LLC). A single-member LLC has one owner, an individual or a company; a multi-member LLC has 2 to 50 members. Members are liable only up to the capital they committed to contribute.
A joint-stock company (JSC) needs at least three shareholders and suits a business that plans to bring in many investors or issue shares. A foreign company that only needs market research and liaison can open a representative office instead, but a representative office cannot trade or issue invoices.
For the full comparison, see Types of Companies to Set Up in Vietnam in 2026 and Foreign Investment in Vietnam 2026: Five Legal Forms and How to Choose. If you will be the only owner, Vietnam One Person Company (OPC) explains what a single-member company means in practice.
Address and documents
The company needs a registered head office at an address it is entitled to use, normally shown by a lease or an address-use agreement together with the owner's papers. Not every building accepts company registrations, so check before you sign.
Where to base the company is a choice of its own: Best Business Locations in Vietnam for Foreign Investors in 2026 compares the main cities.
A foreign individual investor provides a passport. A foreign company investor provides its certificate of incorporation and charter, and those corporate documents must be consularly legalised and translated into Vietnamese (Law on Enterprises, Articles 21 and 22).
The registration file also declares the company's beneficial owners, such as individuals holding 25% or more of the charter capital, a requirement added by the 2025 amendments to the Law on Enterprises and Decree 168/2025/ND-CP. The Vietnam Apostille Guide 2026 covers how documents from abroad are authenticated.
The ERC and the IRC, in either order
The enterprise registration certificate (ERC), issued by the provincial business registration office, creates the company and gives it its enterprise code. The investment registration certificate (IRC), issued by the provincial investment authority, registers a foreign investor's project.
Whether you need an IRC depends on who invests, not on the sector. Projects of foreign investors, and of companies more than 50% foreign-owned, need one (Law on Investment 143/2025/QH15, Articles 20 and 26). A company owned only by Vietnamese nationals does not.
Since 1 March 2026 a foreign investor can take either route. The company can be registered first and must then obtain the IRC within 12 months, and it cannot start the investment project until the IRC is issued (Law 143/2025/QH15, Article 19(2); Decree 96/2026/ND-CP, Article 72). Or the IRC can come first, as before.
Registering the company first creates the legal entity sooner, but it does not let the company start the investment project early. Which order suits a business depends on its sector and plans, and a setup firm can say which fits yours.
After registration
- Open an investment capital account (tài khoản vốn đầu tư) at a bank in Vietnam. Circular 38/2026/TT-NHNN renamed it from the direct investment capital account (DICA) on 18 August 2026, and cash capital contributions must go through it.
- Pay in the charter capital within 90 days of the ERC (Law on Enterprises, Article 47(2)).
- The enterprise code is also the tax code, so there is no separate tax registration (Decree 168/2025/ND-CP, Article 8). Set up the company's eTax access and a digital signature.
- Register to use e-invoices before you issue your first invoice.
- Obtain any sector licences your business lines need.
- A company seal is optional (Law on Enterprises, Article 43).
The annual business licence fee (lệ phí môn bài) was abolished from 1 January 2026 (Resolution 198/2025/QH15, Article 10(7); Decree 362/2025/ND-CP), so there is nothing to declare or pay for it.
Vietnam Government Portals Guide 2026 (Part 2) explains the business registration and eTax portals, and Vietnam eTax for Businesses covers filing once the company is running.
Running the company
VAT is declared monthly, or quarterly if the previous year's revenue was VND 50 billion or less. Corporate income tax is paid provisionally each quarter and finalised once a year; there is no quarterly corporate income tax return (Law on Tax Administration 108/2025/QH15, Decree 252/2026/ND-CP).
A foreign-invested company must have its annual financial statements audited (Decree 17/2012/ND-CP, Article 15(1)(a)). Budget for accounting from the first month: accountants in Vietnam lists firms that take it on.
If you will work in the company yourself, you need a work permit or an exemption. An LLC owner or member, or a JSC chair or board member, whose capital contribution is VND 3 billion or more needs no exemption confirmation, only a notice at least 3 working days before starting work (Decree 219/2025/ND-CP).
The Vietnam Work Permit Guide for Foreigners (2026) covers the permit and the exemptions, and Vietnam Temporary Residence Card (TRC) Types covers residence.
How long it takes
The timeline depends on your business lines, on whether an IRC is needed and on the order you choose. A Vietnamese-owned company in an unconditional sector is the quickest case; a foreign-owned company in a conditional sector takes longest. A setup firm can give you a timeline once it knows your plans.
Two deadlines are fixed by law: the charter capital is due within 90 days of the ERC, and a company registered before its IRC has 12 months to obtain it.
What it costs
Government registration fees are small. Most of the cost is the setup firm's fee and preparing documents. The charter capital is separate: it is the company's own money, not a fee.
| Item | Typical price |
|---|---|
| Setup, Vietnamese-owned company | from about VND 5 million [1] |
| Setup, foreign-owned company | about VND 12 to 130 million by package [1]; most standard packages USD 2,500 to 5,000 [2] |
| Legalising and translating foreign documents | about USD 300 to 700 [2] |
| Digital signature, three years | VND 2 to 3 million [2] |
| E-invoice starter pack | VND 1 to 2 million [2] |
| Company seal (optional) | VND 200,000 to 500,000 [2] |
Prices collected in September 2026 from published price lists and shown as a guide only. Sources are listed at the end of this guide.
Getting help
You can file through the national business registration portal yourself, but many foreign founders use a setup firm for the first registration, especially when an IRC is involved. Compare company formation firms in Vietnam, or ask the Easytiger assistant for a document checklist for your ownership and sector.
For what the first year of running a company is like, read Starting a Business in Vietnam Is Easy. Running One Is the Hard Part. For a worked example in one sector, see Opening a Restaurant in Ho Chi Minh City.
Sources
- Published package prices of company formation firms listed on Easytiger, collected 18 September 2026.
- Emerhub, The Real Cost of Setting Up a Company in Vietnam (Updated Guide), 2 February 2026.
Last reviewed on 18 September 2026.
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