A step-by-step guide to registering a new business in Vietnam 2026: required documents, timeline, costs, and key considerations for foreign-invested enterprises operating in Vietnam.
Vietnam has become an attractive destination for foreign investors thanks to political stability, strong economic growth, and improving legal environment. However, business registration procedures still have specific requirements compared to Vietnamese investors. This article provides a comprehensive overview.
1. Investment Vehicle Options
1.1. Wholly Foreign-Owned Enterprise (WFOE)
100% foreign ownership. Suitable when no need for local partners. Most popular form for tech, services, and manufacturing.
1.2. Joint Venture (JV)
Combining capital between foreign investor and Vietnamese partner. Required in conditional industries with foreign ownership ratio limits.
1.3. Representative Office
For market research and contact, not directly conducting profit-generating business. Lowest cost.
1.4. Branch Office
Can conduct business but limited to specific industries (banking, insurance, law).
2. Industries with Conditions for Foreign Investors
Vietnam classifies industries into 3 groups:
- Open industries: 100% foreign ownership allowed without conditions
- Conditional industries: ownership ratio limited or sub-licenses required (telecom, advertising, distribution, logistics)
- Prohibited industries: foreign investment not allowed (defense, narcotics)
Check WTO Schedule of Commitments and Investment Law before proceeding.
3. Two Required Certificates
3.1. Investment Registration Certificate (IRC)
Issued by Department of Planning and Investment (DPI) of the province. Records investment project information: industry, capital, location, timeline.
Timeline: 15-30 working days from valid filing.
3.2. Enterprise Registration Certificate (ERC)
Issued by DPI Business Registration Office, similar to a "birth certificate" for the business. Records company information: name, charter capital, legal representative, business lines.
Timeline: 3-5 working days after IRC is granted.
4. Required Documents
4.1. For Corporate Investor
- Business registration certificate of foreign parent company (notarized, apostilled or consular legalized)
- Charter of foreign parent company
- Latest 2-year financial statements
- Bank statement showing investment capital availability
- Decision to invest in Vietnam
- Power of attorney to authorized representative
- Passport copy of authorized representative
4.2. For Individual Investor
- Passport (full validity)
- Bank statement proving financial capacity
- Resume (CV)
- Criminal record certificate from home country
4.3. Project Documents
- Investment project proposal
- Office/factory lease contract or commitment
- Vietnamese partner cooperation contract (if JV)
- Equipment list (if manufacturing project)
5. Detailed Process Steps
- Step 1: Prepare documents (2-4 weeks) - Collect and notarize documents from home country - Apostille or consular legalization - Translate into Vietnamese, notarize translations
- Step 2: Submit IRC application (15-30 days) - File online via National Business Registration Portal - DPI reviews and responds, may require additional documents
- Step 3: Receive IRC - After approval, IRC is issued
- Step 4: Submit ERC application (3-5 days) - Within 5 working days of receiving IRC
- Step 5: Receive ERC - Company officially exists with full legal status
- Step 6: Post-registration procedures (1-2 weeks) - Register seal with Police - Open Vietnamese bank account - Register tax with Tax Department - Hire accountant and register accounting policies - Register e-signature for invoicing
6. Costs to Anticipate
6.1. State Fees
- IRC fee: free
- ERC fee: ~VND 200,000
- Information disclosure fee: ~VND 300,000
- Seal registration: ~VND 500,000
- Business license tax: VND 2-3 million/year (free first year)
6.2. Service Costs
- Translation and notarization: VND 5-10 million
- Consular legalization: VND 3-5 million/document
- Legal services for full process: VND 30-80 million
- Initial accounting setup: VND 5-15 million
7. Common Pitfalls
- Wrong industry codes: choose codes too narrow or not matching real activities
- Unregistered office address: rented address must be authorized for commercial use
- Insufficient capital: charter capital must be sufficient for first 12 months of operations
- Incomplete documents: missing notarization, apostille, translation
- Sub-license requirements not understood: many conditional industries require additional licenses after ERC
8. Recommendations for Foreign Investors
- Hire local legal counsel: deeply understands procedures, can troubleshoot when blocked
- Plan 3-6 months: from start to fully operational
- Prepare backup capital: process can be longer than planned
- Build relationships with government agencies: tax, customs, labor — long-term assets
- Understand reporting culture: Vietnam requires many periodic reports — set up clear processes from start
This article is for reference only. Please contact a lawyer for accurate advice on your specific case.
Frequently Asked Questions
Can foreigners own 100% of a company in Vietnam?
Yes for most industries. Some conditional industries (advertising, logistics, telecom) limit foreign ownership ratio. Real estate, banking, securities have specific restrictions. Check WTO Schedule of Commitments before proceeding.
What is the minimum capital for a foreign-invested company?
No legal minimum charter capital for most industries (some conditional industries require specifics). However, in practice DPI typically requires capital sufficient for 1-2 years of operations. For consulting/tech companies: USD 50,000-100,000. Manufacturing: USD 200,000+. Real estate: VND 20 billion+.
How long does the registration process take?
From document preparation to ERC: 2-4 months on average. Conditional industries needing sub-licenses can take 6-12 months. Plan in advance and prepare documents thoroughly to avoid delays.
Does the legal representative have to live in Vietnam?
At least one legal representative must live in Vietnam. Can be Vietnamese or foreigner with Temporary Residence Card. If only foreign rep, must authorize someone living in Vietnam during absence.
Can I use a virtual office address to register?
Yes but must be a virtual office service properly registered for business and have actual location. Cannot use residential addresses, hotels, or short-term locations. Some districts (Hoan Kiem, District 1) strictly check addresses.