The practical things we would think through before opening a small foreign-owned design, software, or digital product company in Vietnam.
Starting a tech studio in Vietnam can look relatively simple. There is no factory, no stock to import, and usually no highly regulated product. A small team may only need laptops, software subscriptions, an office address, and a few reliable clients.
That was how it looked to us too.
At UXBOX, we work across product design, UX, and web development. The client work is familiar. What took longer to learn was everything behind it: company structure, contracts, invoices, accounting, payroll, tax, immigration, and reporting.
None of it is impossible. But if you are planning to start a foreign-invested tech company in Vietnam, it helps to understand the full picture before you begin.
1. Plan the business before you plan the paperwork
The first question is not how quickly you can register a company. It is whether you genuinely want to build something in Vietnam for the next three to five years.
Opening a company creates an ongoing commitment. You need to maintain accounting records, submit reports, manage tax and invoices, keep your registration updated, and follow a formal process if you close.
If you only want to test one project, a local contractor or service provider may be enough. If you plan to hire, sign local contracts, invoice through a Vietnamese entity, and stay long term, opening a company makes more sense.
Before speaking to a lawyer or specialist, answer a few basic questions:
- What exactly will the studio sell?
- Who will find clients and manage delivery?
- If there are two founders, who can sign, spend, and make major decisions?
- Who owns the code, designs, domains, and reusable intellectual property?
- How much runway will the company need before revenue becomes stable?
For a service business, client acquisition matters as much as legal structure. A license does not create a pipeline. Know where the first clients will come from, and price for accounting, payroll, insurance, banking, and audit costs.
2. “Tech company” is not a legal business line
One of the first things a lawyer will ask is what the company actually does. “Tech” is too broad.
Software development, UX design, consulting, advertising, e-commerce platforms, and training may sound related. Legally, they can fall under different business lines and foreign ownership conditions.
Vietnam uses a negative list for foreign market access. Outside restricted areas, foreign investors generally receive similar access to domestic investors. Some sectors impose ownership limits, require a Vietnamese partner, or need an additional license. The current rules sit under the Law on Investment 2025 and Decree 96/2026/ND-CP.
An ordinary software development, design, or IT consulting studio can often be established with 100 percent foreign ownership. But adding services such as advertising or operating an e-commerce platform can change the analysis.
Describe every planned revenue stream to a corporate lawyer. Explain what you will deliver and invoice, not simply, “We are a tech studio.”
Registering everything can create unnecessary questions, while registering too narrowly can limit expansion. Focus on what you realistically expect to do in the first few years.
3. Do you need a Vietnamese partner?
For many ordinary tech and design activities, a foreign founder does not automatically need a Vietnamese shareholder. In restricted sectors, however, a local joint-venture partner or foreign ownership limit may apply. The answer can also depend on the investor’s nationality and the relevant international treaty.
Bring in a Vietnamese partner because they add real value, not because someone said it would make the paperwork easier.
A strong partner may bring market knowledge, relationships, hiring experience, or delivery capacity. A nominal shareholder can create risks around control, profit distribution, bank access, and a future sale.
If you are starting with another person, put the uncomfortable topics in writing early: capital, roles, salaries, signing authority, intellectual property, major decisions, exit, and disagreements.
These conversations feel overly formal when the relationship is good. That is exactly when they are easiest to have.
4. Choose a structure and capital amount that make sense
For a small foreign-invested studio, a limited liability company is often practical. One investor can use a single-member LLC, while two or more can use a multiple-member LLC. A joint-stock company is more relevant for several shareholders or future fundraising. If you need a fuller comparison, we have written a complete guide to the different company types available in Vietnam for expats and foreign investors.
For ordinary software, design, and IT consulting activities, there is generally no universal minimum or maximum charter capital. Some conditional sectors do have statutory capital or deposit requirements.
Even without a fixed minimum, the declared capital should credibly support rent, equipment, fees, salaries, and operating costs. Charter capital is generally due within 90 days after the Enterprise Registration Certificate is issued.
Capital can also affect the foreign founder’s immigration route. An individual owner or capital-contributing member of an LLC with at least VND 3 billion may qualify for a work-permit exemption. The same amount separates the DT3 and DT4 investor visa categories.
The company also needs the correct banking setup. Foreign investment capital should move through the appropriate foreign investment capital account under Circular 38/2026/TT-NHNN, rather than being sent casually to the company’s everyday payment account.
5. Opening the company does not automatically give you permission to work
An investor visa, a work permit, and a work-permit exemption are three different things.
Under Decree 219/2025/ND-CP, an individual owner or capital-contributing member of an LLC with at least VND 3 billion is exempt from the work-permit requirement. The authority must still be notified before that person starts working.
A founder below that threshold who actively works as a director, manager, or specialist may need a work permit. Where an application is required, the current filing window is generally within 60 days and at least 10 days before the expected starting date.
Do not wait until the company is open and the founder is already working. Map the immigration route alongside the company setup.
6. Build the back office before the first invoice
This is the part small studios often underestimate. You need a working system for:
- bookkeeping and bank reconciliation
- contracts and acceptance records
- electronic invoices and VAT classification
- payroll, personal income tax, and compulsory insurance
- corporate income tax estimates
- payments to overseas contractors and software providers
- investment reports and annual financial statements
Tax classification matters. Qualifying software products and services are not subject to VAT, but that does not make every technology-company invoice VAT-free. Digital services, branding, consulting, maintenance, and mixed packages may be treated differently.
For taxable services, the standard VAT rate is 10 percent, with 8 percent applying to eligible categories until the end of 2026. The contract, deliverables, acceptance record, and invoice description should all tell the same story. For a more detailed look at tax registration, filing, deadlines, and the online system, see our 2026 guide to Vietnam eTax for businesses.
Corporate income tax is charged on taxable profit. The standard rate is 20 percent, while eligible smaller enterprises may qualify for reduced rates or the current exemption for annual revenue not exceeding VND 1 billion. A design or IT consultancy should not assume it qualifies for software-production incentives.
Payroll also connects several systems at once: the employment contract, salary, taxable benefits, personal income tax, and compulsory social insurance. This is why we recommend setting up the accounting and payroll workflow before the first employee starts, not afterward.
7. Registration ends, but compliance keeps going
A small foreign-invested company may have monthly or quarterly VAT and PIT filings, quarterly provisional corporate income tax payments, payroll and insurance contributions, quarterly investment reports, and annual tax finalization.
The point many small founders miss is the annual audit. Foreign-invested enterprises must have their annual financial statements audited by a licensed independent auditor, regardless of company size or revenue. For a calendar-year company, the audited statements and main annual tax finalizations are generally due by 31 March.
What works for us is keeping one compliance calendar shared between the founder, accountant, and whoever manages administration. Review the books monthly. Check that contracts, invoices, payment records, and acceptance documents match. Do not wait until March to discover what is missing.
The bottom line
A product design or development studio is relatively simple compared with a factory, retailer, or regulated platform. But “relatively simple” does not mean effortless.
The hardest part is rarely one form. It is making sure the business activities, ownership, capital, immigration, contracts, invoices, accounting, and reports all agree with each other.
Appoint one person to own the compliance calendar, even if specialists handle the technical work. Learn enough to ask good questions, stay organized, and find experienced professionals early. If you want a broader view of what building here feels like beyond the paperwork, we have also shared the honest pros and cons of running a tech business in Vietnam from our experience at UXBOX.
If you are unsure which company-setup, legal, tax, accounting, audit, or immigration specialist fits your situation, send a request through EasyTiger.vn. We can help connect you with reliable professionals in Vietnam.
This article is for general information as of 25 August 2026. It is not legal, tax, accounting, or immigration advice. Requirements vary by business line, investor nationality, ownership structure, location, and individual circumstances.
