Setting up a company in Vietnam is more accessible and faster than ever in 2026, thanks to a wave of new policy changes. Foreign investors can now register a company in about one week – the same timeline as local Vietnamese investors. Newly established SMEs also enjoy a 3-year corporate income tax exemption. However, compliance requirements have become stricter.

This guide covers the requirements, procedures, and costs of setting up a company in Vietnam for foreign investors. Knowing the exact step-by-step procedure will help your foreign-owned business launch smoothly and stay compliant from day one.

Choosing the right business structure

When a foreign investor decides to establish a physical presence in Vietnam, the first crucial decision is to select the appropriate type of legal entity. There are three common types of legal entities available to foreign investors in Vietnam: a representative office of a foreign trader, a branch of a foreign trader, and a foreign-owned company.

Learn more: Starting a Business in Vietnam: Which Legal Structure to Choose

If you decide that establishing a company in Vietnam is the right choice, continue reading to learn how to set up a new foreign-owned company in the following sections.

Requirements to set up a company in Vietnam

Before setting up a company in Vietnam, you need to check the list of requirements below:

1. Investment and Business Conditions
2. Investment Capital
3. Business Address
4. Company Type
5. Legal Representative
6. Required Documents

#1. Investment and Business Conditions

Generally speaking, foreign investors can set up company in Vietnam with 100% foreign ownership in most popular business sectors, such as: trading, manufacturing, management consulting services, IT services (which may enjoy tax incentives).

In some business sectors, although 100% foreign ownership may be allowed, foreign investors are still subject to certain investment and business conditions during registration and/or operation. These conditions vary by sector and scale, for example: F&B, education, healthcare and medical services, real estate, logistics, and large-scale investment projects.

Some business sectors are closed to foreign investment, for example: temporary import and re-export business, labor export services, domestic travel services, and so on.

Therefore, it is important to consult with your lawyers from the outset to understand all the conditions required to start and run your business in Vietnam.

#2. Investment Capital

The investors will need to declare an amount of investment capital, which is the sum of:

• Contributed capital: must be fully contributed by the investors within 90 days from the company establishment date.
• Loan capital: optional.

When registering the investment project, investors must also demonstrate financial capacity to fund the company, typically through bank balance certificates or financial statements.

There’s no official minimum capital requirement, except for a few specific industries. In practice, though, local licensing authorities will closely review your proposed capital based on your business activities and project scale, and set a minimum on a case-by-case basis.

[New update] Recently, many licensing authorities, especially in the north, have been applying a high minimum investment capital requirement. Thus, investors might need to prepare to put more money into your new investment project. Ho Chi Minh City, on the other hand, has not yet imposed such a minimum capital requirement, making it a popular choice for smaller investors looking to register their company there.

In addition, the more capital contribution, the longer-term visa will be granted to investors. Learn more: Vietnam Investor Visa and Capital Requirements

#3. Business Address

A company in Vietnam must have a registered business address as its principal place of business. Generally, the best location for your company’s headquarters is wherever you’ll be conducting most of your business. For service-based companies registered in major cities like Ho Chi Minh City, a virtual address may be accepted.

Once established, the company can conduct business throughout Vietnam. It may also register representative offices, branches, or business locations elsewhere as dependent units of the company.

#4. Company Types

In Vietnam, there are main 3 types of company structures that foreign investors can choose from:

Choosing a company type in Vietnam is simple as it mainly depends on the number of investors and the management structure you need. Tax treatment doesn’t vary by company structure. In practice, an LLC is the best fit for small and medium businesses, thanks to its simple management structure and lower compliance costs.

Learn more: Types of company in Vietnam

#5. Legal Representative

A legal representative is an individual, either a Vietnamese citizen or a foreigner, who represents a company in Vietnam. The information of the legal representative(s) will be registered on the Enterprise Registration Certificate

A company must have at least one legal representative residing in Vietnam. If the sole legal representative residing in Vietnam travels abroad, they must delegate their responsibilities to another appropriate person through an authorization letter. Using a local legal representative is certainly not required by law, it is up to your business demand. 

Learn more: Regulations for a Legal Representative

#6. Required Documents

The foreign investors will be required to provide the below documents. In addition, documents of the corporate investors (i.e. company registration certificate) are subject to the legalization process.

Step-by-step how to set up a company in Vietnam

In order to set up a company in Vietnam, it is necessary to follow 6 steps:

• Step 1. Secure a business address
• Step 2. Prepare required documents
• Step 3. Register a company
• Step 4. Open company bank accounts
• Step 5. Complete post-incorporation tasks
• Step 6. Register an investment project

Let’s take a closer look at each of these steps.

Step 1. Secure a business address

You will need to find a suitable business address for your company, then sign a lease agreement or a MOU with landlord, and request the landlord to provide related legal documents, such as a certificate of land right use.

Step 2. Prepare required documents

In order to start a business in Vietnam, it is necessary to present the following:

1. Company name
2. Registered business address
3. Legal representative
4. Business activities (VSIC/CPC codes)
5. Investment capital
6. List of investors and capital contribution ratio
7. List of ultimate beneficial owners
8. Investors’ identification documents (passport) and evidence of financial capacity (bank balance certificate)

You will then compile all necessary documentation, and sign the company registration and investment project application forms your legal team has prepared based on the information and documents you provided.

Step 3. Register a company

Your legal team will file the application to establish your company. This typically takes about 4 to 8 working days, after which you will receive an Enterprise Registration Certificate (ERC). From this point, your company is officially established and can begin operating in Vietnam, as well as proceed with related steps such as work permits, investor visas, staff recruitment, and business contracts. This is a new feature introduced under the 2025 Investment Law, compared to previous regulations, designed to help foreign investors enter the market more quickly.

Step 4. Open company bank accounts

Once your company is established, the company will need to have at least 2 company bank accounts:

1. A Direct Investment Capital Account, or DICA, is used to make transactions related to your investments in Vietnam, such as receiving the contributed capital and transferring the profit to your home country. 
2. A Current Account in VND currency is used for the company’s daily activities, such as contract, salary, and tax payments.

Learn more: Open company bank accounts

Step 5. Complete post-incorporation tasks

After incorporation, complete the following steps within the required deadlines:

1. Carve the company seal
2. Display the company signboard
3. Open company bank accounts
4. Complete capital contribution
5. Register the company e-ID account
6. Set up digital tools
7. Complete initial tax registration
8. File periodic tax returns
9. Submit periodic reports
10. Complete labor procedures
11. Obtain additional licenses

Learn more: 11 things to do post registration of a company

Step 6. Register an investment project

Foreign investors setting up a company in Vietnam must register an investment project to obtain an IRC. Under Article 72 of the Decree 96/2026/ND-CP, effective 31 March 2026, investors may now set up the company first and apply for the IRC afterward, but must complete the IRC application within 12 months of incorporation – until then, the project cannot officially operate and investment capital in DICA generally cannot be disbursed. We recommend applying for the IRC as early as possible; processing takes around 15 working days.

In some special cases (large-scale or land-related projects), an additional In-Principle Approval from the National Assembly, the Prime Minister, or the Provincial People’s Committee is also required.

Cost of setting up a company

Government Fee: The official government fee to register a company in Vietnam is VND 100,000 (around USD 4.3). This fee is payable to the local business registration office during online registration process.

Additional Fees: Keep in mind that other expenses are involved in setting up a company, such as: office rent, lawyer service fees, document preparation fees.

Post-Registration Fees: Once your company is established, there will be ongoing compliance costs, including: initial tax setup fee, accounting fees, annual audit fees.

CIT exemption for newly established SMEs

Newly established Small and Medium-sized Enterprises (SMEs) in Vietnam – including eligible FDI companies – are exempt from Corporate Income Tax (CIT) for 3 consecutive years from the date their ERC is first issued. To qualify, a company must satisfy the following conditions:

• Qualifying as an SME: Under the Law on Provision of Assistance for SMEs, this means an annual average of no more than 200 employees participating in social insurance, and either total capital not exceeding VND 100 billion or total revenue not exceeding VND 300 billion.
• Genuinely new formation: The company must be newly registered, not formed through a merger, consolidation, division, conversion of enterprise type, or change of ownership.
• Independent ownership: The exemption is denied if the legal representative, general partner, or largest capital contributor concurrently holds the same role in another operating company, or if the same individual sets up the new company within 12 months of dissolving a prior one.
• Excluded income types: Certain income is not covered by the exemption, including income from capital or real estate transfers (except social housing projects), transfers of investment projects or mineral rights, overseas business income, oil/gas and mineral extraction, online gaming, and goods or services subject to excise tax.

This 3-year CIT exemption is a practical, easy-to-apply incentive that is unprecedented in Vietnam. It marks a strong step forward in encouraging a more favorable business environment for new enterprises. Learn more about the detailed conditions for applying this incentive in THIS ARTICLE.

Nova Law’s incorporation services

Setting up a company in Vietnam involves a lot of work and careful planning right from the start. Nova Law Vietnam is here to help!

We’ve spent years guiding foreign investors through successful company setups in Vietnam, with an efficient, transparent INCORPORATION PACKAGE. Before collecting any fees or starting any paperwork, we’ll verify your legal qualifications to make sure you’re eligible to set up a company here.

Ready to establish your Vietnam company? Submit your business plan through this FORM for a free legal feasibility assessment and service proposal.

Author: Lawyer Nguyen Minh Phuong – Hanoi Bar Association

Q&A

#1. How long does it take to establish a company?

It takes 4-8 working days to obtain the ERC, while investors have up to 12 months to obtain the IRC. In practice, most investors complete both certificates within about 1 month.

#2. Do I need a Vietnam visa or stay in Vietnam to set up a company in Vietnam?

The answer is No. The company registration process can be done REMOTELY when you work with Nova Law. Without a Vietnam visa and without even coming to Vietnam, you can be the owner or manager of a Vietnam company, but you cannot legally work here. If you plan to travel back and forth to Vietnam, or live in Vietnam and work for your company, you are entitled to apply for a long-term visa sponsored by your Vietnamese company. 

Learn more: Vietnam Work Visa and Vietnam Investor Visa.

#3. What does a Bank Balance Certificate look like?

A bank balance certificate is an official document issued by a bank that verifies an investor’s account balance on a specific date. It’s required to prove the investor can fully contribute the committed capital after the company is established.

Investors can submit a bank certificate from any bank globally, provided they have an account there. There are some key points to consider:

• Format: The preferred certificate is a physical document with the bank’s letterhead, a wet-ink signature from a bank manager, and a wet-ink stamp from the bank. Electronic copies are generally not accepted.
• Balance Requirement: The balance showed in the certificate must be equal to or higher than the investor’s registered capital in the Vietnamese company.
• Convenience: Using a bank certificate from a Vietnamese bank is often more convenient. The format typically matches to the licensing authority’s requirements, eliminating the need for translation and legalization processes required for foreign bank balance certificates.

#4. I don't have a business address in Vietnam, does that matter?

A business address is a compulsory requirement for setting up a company in Vietnam, whether it is foreign-owned or local. If you don’t have a qualified business address yet, you can simply use a virtual address service in Vietnam. Ensure that the address has all the proper legal documents, such as a land use rights certificate and a lease contract with the landlord. Additionally, the virtual address service provider must be responsible and professional in handling all mail sent to the company and in cooperating with authorities when they visit for inspections, such as tax officers or police officers.

A residential apartment (căn hộ chung cư) cannot be used as a business address.

When searching for virtual address services online, be cautious of providers offering very cheap service fees and require upfront payment. The actual cost might be significantly higher due to hidden fees.

#5. What is the tax rate in Vietnam?

Here is an overview of taxation and stardard tax rates in Vietnam.

• Corporate Income Tax (CIT): 15%, 17%, or 20% of annual profit, depending on annual revenue level. Newly established SMEs enjoy a 3-year CIT exemption.
• Value Added Tax (VAT): VAT exemption, 0%, 5%, 8% or 10%.
• Personal Income Tax (PIT): Progressive rates range from 5% to 35%, depending on income levels.
• Import duties vary by product and can range from 0% to 150%.
• Export duties are imposed on a few items, with rates ranging from 0% to 45%.

#6. Does my company need to pay income tax in Vietnam?

Companies with taxable profit in Vietnam are subject to corporate income tax (CIT), typically at 20%, though the rate may be 15% or 17% depending on annual revenue level. Newly established SMEs enjoy a 3-year CIT exemption. Companies with no profit, or that incur losses, during a fiscal year are not required to pay CIT.

#7. What is the minimum capital required to start a company in Vietnam?

Vietnamese law does not specify a statutory minimum capital requirement for most industries (except banking, insurance, and real estate). However, licensing authorities typically require proof of sufficient capital to cover initial operating costs. In Hanoi, this usually starts from USD 115,000 (VND 3 billion), while in Ho Chi Minh City, it starts from USD 5,000.