Establishing a Company in Vietnam: A Practical Guide for Foreign Investors

Vietnam continues to be one of the most attractive investment destinations in Southeast Asia — with a stable, growing economy, a young and dynamic workforce, and a regulatory environment that is increasingly open to foreign capital. However, establishing a legal presence here requires a clear understanding of the registration process, document requirements, and post-licensing obligations.

This guide walks foreign investors through the step-by-step process of setting up a Foreign Direct Investment (FDI) company in Vietnam — from initial planning through to the completion of post-licensing procedures.

The Most Common Legal Structure: The Limited Liability Company (LLC)

For the majority of foreign investors, the Limited Liability Company (LLC) is the most widely chosen legal structure when entering the Vietnamese market. It offers a high degree of flexibility and suits a wide range of business models — while allowing foreign investors to hold 100% ownership across most business sectors covered by Vietnam’s WTO commitments, which have been in effect since 2007.

Whether you wish to establish a wholly foreign-owned entity or enter into a joint venture with a local partner, the LLC provides a stable legal foundation for long-term operations in Vietnam.

Phase 1: Pre-Application Planning

Before initiating any registration procedure, investors need to complete two important steps:

Step 1: Determine the Company Structure, Ownership, and Business Activities

In Vietnam, a company may only conduct business activities that fall within its registered business lines. This is a significant distinction from many other jurisdictions — and the reason why defining the correct business lines from the outset is critically important.

While most sectors are now open to foreign investment, certain restrictions remain — including industries that require sub-licenses, sectors subject to foreign ownership caps, or activities that must meet specific conditions under international commitments. Getting the business lines right from day one is the foundation for avoiding legal risk down the road.

Metasource recommends that clients invest adequate time in this step — especially when the intended business model spans multiple areas of activity.

Step 2: Prepare the Required Documents

Three core document groups need to be prepared:

Office Lease Agreement: Every registration application requires a lease agreement (or a deposit agreement/letter of commitment to lease) for the address at which the company will be registered. This is a mandatory requirement and must be arranged before submitting any application.

Proof of Financial Capacity: The investor must demonstrate that sufficient funds are available in the bank, or that adequate financial capacity exists to meet investment commitments in Vietnam. This is typically evidenced by bank statements or audited financial reports.

Investor Legal Documents: Each investor — whether an individual or a corporate entity — must provide a valid set of legal documents from their home country, duly notarised and consularised (via apostille or consular legalisation) in accordance with the requirements of the relevant Vietnamese authorities. This step is often the most time-consuming part of the preparation phase, as it depends on administrative procedures in the investor’s home jurisdiction.

Phase 2: Application and Registration

Step 3: Apply for the Investment Registration Certificate (IRC)

This is the first step in the formal licensing process, and is mandatory for most foreign investors.

• Receiving authority: The Department of Planning and Investment (DPI). For companies located within an Industrial Zone, applications are typically submitted through the relevant Industrial Zone Management Authority.
• Processing time: 15 working days.

The IRC is the legal document confirming that the Vietnamese government has approved your investment project — and is the prerequisite for proceeding to the company registration step.

Step 4: Apply for the Enterprise Registration Certificate (ERC)

Once the IRC has been obtained, the investor proceeds to register the company and receive the Enterprise Registration Certificate — the company’s legal “birth certificate.”

• Receiving authority: The Business Registration Office under the Department of Planning and Investment.
• Processing time: 3 working days.

Phase 3: Post-Licensing Procedures

Receiving the ERC is a milestone — not the finish line. For the company to commence lawful operations, a series of additional procedures must be completed:

• Company Seal (Stamp): Have the company seal engraved and notify the National Business Registration Portal of the seal template.
• Company Sign: Register and install the company signboard at the registered office in accordance with regulations.
• Chief Accountant: Appoint a qualified chief accountant meeting the standards required under Vietnamese Accounting Law.
• Tax Registration: Complete tax code registration and set up a digital signature for electronic tax filing.
• Business Licence Fee: Pay the annual business licence fee based on the registered charter capital.
• Bank Account: Open a Direct Investment Capital Account (DICA) at an authorised bank — this is the mandatory account through which capital contributions from overseas must be transferred into the company.
• Labour Registration: Register with the relevant labour authority and the Social Insurance agency if the company has employees.

Two Key General Requirements to Be Aware Of

Charter Capital

The initial charter capital (or share capital for a Joint Stock Company) must be fully contributed within 90 days of the ERC issuance date. This is a mandatory legal requirement — failure to comply can result in administrative penalties and may affect the legal standing of the entity.

Legal Representative

The company must have at least one Legal Representative who is a resident of Vietnam. There is no nationality requirement — the representative may be a citizen of any country. A company is permitted to have more than one Legal Representative.

Important note: if all Legal Representatives are absent from Vietnam for more than 30 consecutive days, the company must authorise another individual to assume this role during that period. This requirement is frequently overlooked and can create unnecessary legal risk if not planned for in advance.

Process Summary: 5 Steps at a Glance

Estimated total timeline: 6–10 weeks for a standard case not involving specially conditional business sectors.

How Metasource Supports You

Setting up a company in Vietnam requires more than an understanding of the legal process — it demands knowing how to work effectively with government authorities, how to prepare documentation correctly the first time, and, most importantly, how to avoid costly mistakes in both time and money.

Metasource simplifies the entire journey. We support foreign investors from the initial stage of advising on the optimal legal structure and ownership setup, through to preparing and submitting the IRC and ERC applications, and completing all post-licensing procedures — so you can focus on building your business rather than navigating bureaucracy.

Contact us today for a free consultation on the right roadmap for your company’s entry into Vietnam.

📧 Email: everyone@metasource.co 🌐 Website:metasource.co

This article is provided for general informational purposes only and does not constitute legal advice. Regulations are subject to change; please contact the Metasource team for advice specific to your project.