An A to Z Guide on How to Register a Company in Vietnam in 2026

Foreign investors planning to do business in Vietnam face a multifaceted legal system and bureaucratic procedures. This guide provides a detailed, structured overview of how a foreigner can register a company in Vietnam, taking into account the latest legislative changes for the second half of 2025. We will cover business forms, requirements for founders, restrictions on foreign ownership shares, step-by-step registration procedures, tax obligations and incentives, as well as new digital identification requirements. All information is based on current primary sources: the laws of Vietnam, subordinate regulations, and official clarifications.

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Legal Forms of Business in Vietnam

Vietnamese legislation offers several organizational and legal forms for foreign investors. Each form has its own specifics in terms of requirements, management structure, and permitted activities. The main forms of doing business are:

• Limited Liability Company (LLC, Công ty TNHH) – the most popular form. It may have 1 member or up to 50 members, who may be legal entities or individuals. The capital is divided into shares, and members are liable within the limits of their contributions. Management: with multiple members – Members’ Council and Director; with one member – the owner acts through the Director or the Company Council (for legal entity owners). Advantages: ease of establishment, minimal capital requirements (except for licensed industries), 100% foreign ownership allowed (there may be restrictions depending on types of activities). Suitable for small and medium-sized businesses, IT, trade, consulting.

• Joint Stock Company (JSC, Công ty Cổ phần) – a corporation divided into shares, with a minimum of 3 shareholders (legal entities or individuals) and no maximum. It may issue shares and bonds and be listed on the stock exchange. Management: General Meeting of Shareholders, Board of Directors (minimum 3 members), Director. Advantages: flexible capital raising, unlimited number of shareholders, free share transfer. Disadvantages: complex management, strict reporting and audit requirements. Suitable for large projects, banks, insurance companies, and manufacturing enterprises.

• Branch of a Foreign Company (Branch, Chi nhánh) – a subdivision of a foreign legal entity, not a separate legal entity, but may conduct commercial activities. The parent company must have existed for ≥5 years. The manager must be a resident. Requires a license from MOIT under Decree No. 07/2016/ND-CP, valid for up to 5 years. Advantages: direct business operations without creating a new company – convenient for service contracts and maintenance. Suitable for contract performance, market research, client support.

• Representative Office (RO, Văn phòng đại diện) – a non-commercial structure, not a legal entity. Functions: marketing, information gathering, networking, promoting the parent company’s services. Cannot enter into contracts or receive payments. Requires MOIT authorization for 5 years. Advantages: no charter capital, simple registration (~30 days), simplified tax regime. Disadvantages: no income-generating activities. Useful for market analysis and establishing connections before creating a company.

Main Forms of Doing Business for a Foreign Investor in Vietnam

Comparison: LLC and JSC are local legal entities under the Law on Enterprises No. 59/2020/QH14, which may be wholly foreign-owned or joint ventures. A branch and a representative office are extensions of a foreign legal entity operating under special permits. A branch is closer to conducting business (but with restrictions), while a representative office is an auxiliary office. The choice depends on the goals and industry: for IT and F&B – an LLC with 100% foreign capital, for banking/insurance – a subsidiary JSC or a share in a bank, for trade – start with a representative office, then open an LLC.

Who Can Be a Business Owner

Vietnam adheres to the principle of equal treatment for domestic and foreign investors in most industries. The legislation defines categories of investors and establishes who may own a company or be part of it:

• Foreign legal entities – overseas companies, corporations, and financial institutions may be founders/shareholders of Vietnamese enterprises, holding shares directly or through subsidiary structures.

• Foreign individuals – may register a business as sole or joint founders of an LLC or as shareholders of a JSC. There are no restrictions on nationality; the requirements are full legal capacity and no criminal conviction. In practice, many small businesses (restaurant, consulting) are opened by foreigners. If a foreigner is appointed as the legal representative, a visa/work permit is required, and from 2026 – electronic identification as well.

• Vietnamese legal entities and individuals – may be co-owners of joint ventures. The law allows mixed capital, e.g., an LLC with 70% foreign and 30% local ownership. Local partners may act as nominal holders, strategic allies, or investors; their participation is required in sectors with foreign ownership limits. They may also simplify administrative procedures.

• Joint ownership – The Law on Investment No. 61/2020/QH14 encourages joint projects, without setting mandatory local shares except for regulated industries. In many sectors, 100% foreign-owned companies are possible, but a Vietnamese partner may be beneficial due to experience or licensing requirements.

Thus, practically any person or organization, regardless of nationality, can be the owner of a company in Vietnam, provided this does not conflict with specific restrictions. In the next section, we will examine which industries have foreign ownership limits and which agreements define them.

Foreign Capital Ownership Restrictions

In general, Vietnam declares the principle that foreign investors have the same market access as domestic investors, except in cases provided for by law or international agreements. These exceptions are formalized as a “negative list” – lists of industries where foreign participation is restricted or prohibited. Under the Law on Investment 2020 and Government Decree No. 31/2021/ND-CP, there are two categories of business codes for foreigners:

• Industries prohibited for foreign investment – 25 types of activities completely closed to foreign capital. In these sectors, foreign individuals and companies are prohibited from direct or indirect business ownership. As a rule, these are sensitive areas related to national security, public order, or exclusively state administration. Examples include: manufacturing of military equipment and weapons, trade in certain types of fireworks and explosives, personal data processing services, coastal fishing, organizations engaged in religious activities, etc. (The full list is provided in Appendix I to Decree 31/2021/ND-CP). Investments (both foreign and domestic) are also prohibited by law in certain areas such as gambling without a license, drug trafficking, commercial surrogacy, and so on – but these bans are universal and do not depend on the investor’s nationality.

• Industries with restricted access (conditional market entry) – 58 industries where special conditions or limits are set for foreign investors. In other words, foreigners are allowed to operate in these sectors but with stipulations: partnership with a local company, maximum ownership share limits, additional licensing requirements, minimum investment amounts, etc.

Conclusion: Before registering a business, a foreign investor must check whether the planned activity falls under conditional or prohibited categories. If it does, the specific requirements should be examined: the allowable percentage of foreign ownership, the need for a local partner, minimum capital, and special licenses. In complex cases (for example, when intending to operate in a sector where the general rule is 0% foreign ownership), alternative approaches may be considered, such as entering into technical cooperation agreements or establishing a business in a related field, although these are outside the official pathway. Next, we will examine the options for company registration – i.e., the ways in which a foreign investor may acquire ownership of a business, considering the restrictions outlined above.

Options for Business Registration by a Foreigner

Foreign investors have several ways to enter the Vietnamese market. The choice depends on whether you want to establish a business from scratch, acquire a stake in an existing company, or use a nominee structure. Each path comes with different timelines, compliance requirements, and risk levels.

Main Registration Options

• Direct Registration of a New Company
  The foreign investor (individual or corporate) acts as the founder of a new company.
  • • Procedure: Obtain the Investment Registration Certificate (IRC), then the Enterprise Registration Certificate (ERC).
• Advantages: Full control from day one, transparent process, no inherited liabilities.
• Disadvantages: Time-consuming (IRC: 15–45 days, ERC: 5–10 days), requires proof of capital and detailed documentation.
• Suitability: Best if 100% foreign ownership is allowed. In restricted industries, you’ll need a local partner.
• Acquisition of Shares in an Existing Company (M&A)
  • The investor buys either a controlling or minority stake.
• Advantages: Faster market entry with existing licenses, staff, and clients.
• Disadvantages: Inherited debts, opaque valuation process, and ownership limits in certain sectors.

• Note: A work permit and visa are required if you take an active management role.

1. Registration Through a Nominee Owner (A local person registers a company and later transfers shares to the foreigner)
   • Advantages: Very fast setup, allows immediate operations as a local legal entity.
2. Disadvantages: Legally risky. Nominee agreements are not enforceable under Vietnamese law. Ownership transfer may be blocked in restricted sectors.
   • Use Case: Only a temporary solution. Long-term use is not recommended.

Comparison: Direct registration is safest but takes longer. Share acquisition is faster but requires due diligence. The nominee option is risky and should only be considered as a short-term workaround.

Registration Procedures and Timelines

Vietnam strictly regulates the establishment or acquisition of companies. Below are step-by-step processes, timelines, and legal references for each scenario, updated with the July 2025 electronic identification requirements.

1. Registering a New Company (100% Foreign or Joint Venture)

Step 1: Investment Registration Certificate (IRC)

• Authority: Department of Finance (DOF).
• Documents: Passport/incorporation documents, business plan, financial proof, and lease/MOU.
• Timeline: 15–30 working days.
• Outcome: IRC specifies investor, capital, and project scope.

Step 2: Enterprise Registration Certificate (ERC)

• Authority: Department of Finance (DOF).
• Documents: IRC, company charter, founder information, lease agreement.
• Timeline: 3–7 working days.
• Outcome: ERC provides the company’s tax code. Founders must open a DICA account to contribute capital.

Step 3: Post-Registration Actions

• Obtain company seal.
• Open investment and current accounts.
• Contribute charter capital within 90 days.
• Apply for sector-specific licenses (customs, food safety, education, etc.).
• Hire employees and register for tax, e-invoices, and social insurance.
• From July 2025: Register a corporate e-ID via VNeID or MPS (5–25 days).

2. Acquiring Shares in an Existing Company (M&A)

Step 1: Due Diligence

• Negotiate with target company.
• Sign preliminary agreement (MOU or share purchase contract).
• Review finances, licenses, debts, and compliance.

Step 2: DOF Approval (If Required)

• Timeline: Up to 15 working days.
• Condition: Approval needed if foreign stake rises to 50%+ or in restricted industries.

Step 3: Transaction Execution

• Sign share or stock purchase agreement.
• Use DICA account for payments to comply with FX rules.
• Update shareholder/member records.

Step 4: Registration of Changes

• Submit updated ownership documents to DOF.
• Timeline: 3–7 working days.
• Receive updated ERC.

Step 5: Post-Transaction

• Update legal representative if needed.
• Comply with licensing and e-ID requirements.

3. Using a Nominee Owner

Step 1: Company Registration by Nominee

• ERC obtained within 3–7 days (no IRC needed).
• Nominee contributes capital on paper.

Step 2: Share Transfer to Foreigner

• Signed transfer agreement (M&A rules apply).
• DOF may reject transfer in restricted industries.

Step 3: Post-Transfer Updates

• Change director/legal representative if nominee held position.
• Update bank accounts, e-ID, and HR records.

Post-Registration Obligations

Accounting and Financial Reporting

• Maintain records under Vietnamese Accounting Standards (VAS).
• Appoint a chief accountant (in-house or outsourced).
• Submit audited financial statements annually within 90 days after year-end.

Tax Reporting and Payment

• File VAT, CIT, PIT electronically via Etax portal.
• Pay taxes via bank transfer to state treasury.
• Monitor new tax rules (notably 2025 CIT updates).

Investment Reporting

• Quarterly reports due by the 10th of the following month.
• Annual reports due by March 31.
• Report capital contribution status or request extensions.

Labor and HR Compliance

• Sign bilingual employment contracts.
• Respect regional minimum wage laws.
• Submit annual labor usage and foreign staff reports.
• Obtain work permits and TRCs for foreign employees.

Corporate Changes

• Report address, name, capital, shareholder, or director changes to DOF within 10 days.
• Failure to register means contributions are not legally recognized.

Conclusion

To succeed as a foreign investor in Vietnam:

• Study regulations in your industry and plan ownership structure accordingly.
• Decide on charter capital—larger amounts help with visa and credibility.
• Use professional consultants for smooth registration and compliance.
• Establish accounting, tax, and HR processes from day one.
• Explore available investment incentives and regional benefits.
• Build transparent relationships with partners and authorities.

Vietnam participates in international investment treaties that protect foreign capital. Disputes can go to local courts or international arbitration, but negotiations are usually more effective. With thorough preparation and strict compliance, doing business in Vietnam can deliver long-term, profitable results.

About the Author: Hamid is a travel writer who explores Vietnam and Southeast Asia. He shares practical tips, cultural insights, and destination guides to help travelers plan meaningful journeys.