How to Set Up a Business in Vietnam: A Step-by-Step Guide for Foreign Investors
The short answer
Setting up a business in Vietnam as a foreign investor generally means: choosing the right entity type (most commonly a Limited Liability Company), obtaining an Investment Registration Certificate (IRC), then an Enterprise Registration Certificate (ERC), opening a capital bank account, and completing post-licensing steps such as tax registration, e-invoicing setup, social insurance registration, and any sector-specific sub-licenses. For most straightforward services or trading businesses, the full process typically takes between six and twelve weeks from a complete application, though it can run longer for conditional sectors.
Step 1: Choose your entity type and structure
100% foreign-owned LLC — the most common structure for wholly foreign-invested businesses, with one or more corporate or individual members.
Joint venture — required or preferred in certain conditional sectors, or chosen for local market access and relationships.
Representative office — a lower-cost option for market research and liaison activities, but cannot generate direct revenue in Vietnam.
Branch — available to foreign companies in limited licensed sectors (e.g., banking, law).
The right choice depends on the business lines involved, whether they fall under Vietnam’s WTO commitments or conditional investment sectors, and the investor’s medium-term plans for capital repatriation and expansion.
Step 2: Confirm business lines against Vietnam’s conditional sector list
Some sectors are open to 100% foreign ownership; others are conditional (requiring minimum capital, licensing, local partnership, or specific approvals) or restricted. Confirming this before drafting the application avoids licensing delays or rejected business line requests later.
Step 3: Apply for the Investment Registration Certificate (IRC)
The IRC is the foundational approval confirming the investment project, capital amount, business lines, and investor information. Required documentation typically includes the investor’s incorporation documents (or passport, for individuals), a financial capacity statement, and a project proposal.
Step 4: Apply for the Enterprise Registration Certificate (ERC)
Once the IRC is issued, the ERC establishes the Vietnamese legal entity itself — its charter capital, legal representative, registered address, and business lines as a domestic company.
Step 5: Post-licensing setup
Engrave the company seal and register it (for entities still requiring one)
Open a Direct Investment Capital Account (DICA) and contribute charter capital within the statutory timeframe
Register for tax and obtain an e-invoicing setup
Register employees for social, health, and unemployment insurance
Obtain any sub-licenses required for the specific business activity (e.g., trading license, food safety certificate, education license)
Where foreign founders commonly get stuck
Underestimating charter capital contribution deadlines. Capital must generally be contributed within a defined period after ERC issuance — missing it creates compliance exposure from day one.
Choosing business lines too narrowly or too broadly. Too narrow, and the company can’t legally invoice for related services later; too broad, and licensing authorities may require additional conditional approvals that slow the whole application.
Assuming a representative office can be “upgraded” seamlessly. Converting a representative office into a fully licensed trading entity is a separate licensing process, not an amendment.
Not planning the tax and transfer pricing structure before incorporation. Intercompany service agreements, financing terms, and IP licensing arrangements are far easier to set up correctly from the start than to restructure after the entity is operating (see our guide to Transfer Pricing in Vietnam: Decree 255/2026 and What It Means for Your Related-Party Transactions).
How W&A Consulting helps
W&A Consulting handles the full market entry process end-to-end — entity structuring, IRC/ERC applications, sub-licensing, tax registration, and the legal and tax structuring decisions that determine how efficiently the business runs once it’s operating. Led by a qualified lawyer, licensed tax agent, and former KPMG Tax and Legal Director, we combine legal, tax, and accounting expertise under one roof rather than requiring investors to coordinate separate advisors.
Ready to set up your Vietnamese entity, or need a feasibility review first? Contact W&A Consulting.
FAQ
How long does it take to set up a company in Vietnam?
Typically six to twelve weeks for straightforward business lines from a complete application, longer for conditional sectors.
Can a foreigner own 100% of a Vietnamese company?
Yes, in most sectors — some conditional sectors require joint ventures, minimum capital, or additional approvals.
Do I need a local partner to start a business in Vietnam?
Not for most sectors, but certain conditional or restricted business lines do require Vietnamese partnership or capped foreign ownership.
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