1. Overview
Vietnam has become a strategic destination for foreign investors, especially in the consulting sector. From investment and management consulting to HR and IT consulting, this service industry offers broad opportunities with minimal restrictions. This guide explains everything you need to know about setting up a consulting business in Vietnam—from legal requirements to capital investment and compliance.
2. Is Consulting a Conditional Business Sector in Vietnam?
According to the Law on Investment No. 61/2020/QH14, consulting is not a conditional sector, which means foreign investors do not require additional permits (such as practicing certificates or Vietnamese partners) for general consulting activities.
However, technical consulting (like construction, legal, or engineering) may fall under conditional sectors, requiring:
- Certified qualifications
- Relevant professional licenses in Vietnam
Always check Decree 31/2021/NĐ-CP for the full list of conditional sectors.
3. Types of Consulting Allowed for Foreign Investors
Foreign investors may fully own companies operating in the following consulting sectors:
- Management Consulting
- Investment Consulting
- Human Resources Consulting
- Marketing Consulting
- Financial Advisory (non-banking)
All are consistent with Vietnam’s commitments under the WTO and do not require joint ventures with local companies.
4. Legal Entity Options for Foreign Investors
Under the Law on Enterprises No. 59/2020/QH14, foreign investors can choose from:
- Limited Liability Company (LLC) – The most common and flexible option; up to 50 members; suitable for small and medium-sized consulting firms.
- Joint Stock Company (JSC) – Minimum 3 shareholders; more suitable for larger ventures.
Foreign investors may own up to 100% of the capital, or form a joint venture with local partners.
5. Step-by-Step: How to Register a Consulting Company in Vietnam
5.1 Choose the Right Business Type
The most recommended type for a consulting business is a 100% foreign-owned LLC. It is easy to manage and doesn’t require a board of directors.
5.2 Apply for the Investment Registration Certificate (IRC)
The IRC is required for any foreign-invested project. It’s issued by the Department of Planning and Investment (DPI) of the province where the company is based.
Documents required:
- Legalized investor profile
- Charter capital declaration
- Proposed business plan and office location
- Proof of financial capacity (e.g., bank statement)
- Certified lease agreement or virtual office contract
- Commitment to comply with Vietnamese laws (for specific sectors if applicable)
5.3 Apply for the Enterprise Registration Certificate (ERC)
The ERC allows the company to operate legally in Vietnam.
Documents required:
- Completed application form
- Company charter
- List of members/shareholders
- Appointment of legal representative
Timeline: IRC (15–20 working days), ERC (5–10 working days)
6. Conditions to Open a Consulting Company
Here are the key conditions and practical notes for setting up a consulting business in Vietnam:
Capital Investment
- There is no legal minimum capital for consulting services. However, the DPI must see the proposed capital as reasonable for operation.
- Safe recommended capital: USD 10,000 – USD 15,000
- Minimum accepted in practice: USD 3,000 – USD 5,000
Business Address
- You must provide a physical or virtual office address in Vietnam. Residential addresses are not allowed.
- The office must be suitable for licensing; shared working spaces may be rejected depending on province.
Resident Legal Representative
- Every company must have at least one legal representative residing in Vietnam. This can be the foreign investor or a hired local person.
- The legal rep must have a valid address in Vietnam and may be subject to tax obligations (e.g., PIT on salary if paid).
7. Post-Incorporation Compliance
After registration, you must complete the following steps:
- Obtain company seal and digital signature
- Register for tax code and VAT
- Open a bank account and deposit capital (within 90 days of ERC)
- File initial tax declarations and business license tax
- Declare and pay the business license tax (within 30 days of ERC issuance)
- Hire staff and set up office (optional but recommended)
- Register labor contracts and insurance (if hiring employees)
- Submit quarterly and annual financial reports to tax authorities
8. Taxation Overview
Consulting companies in Vietnam are subject to the following taxes:
| Tax Type | Rate |
|---|---|
| Corporate Income Tax (CIT) | 20% |
| Value-Added Tax (VAT) | 8% (temporary reduction 30 June 2025), normally 10% |
| Business License Tax | VND 2–3 million/year |
| Personal Income Tax (PIT) | Progressive rate |
Social Insurance: Compulsory if the company hires staff; includes social, health, and unemployment insurance contributions.
Foreign contractors may also be subject to Foreign Contractor Tax (FCT) if services are provided from overseas.
Note: The reduced VAT rate of 8% applies to most services (excluding finance, banking, real estate, IT, etc.) and is valid through 30 June 2025, as per Decree 180/2024/NĐ-CP.
9. Conclusion
Setting up a consulting company in Vietnam is a smooth process with relatively few restrictions. Foreign investors enjoy full ownership, no minimum capital rules, and a clear registration roadmap. However, you should prepare a solid business plan, choose the right entity, and appoint a reliable legal representative.
Local practices may vary by province; consulting the Department of Planning and Investment (DPI) beforehand is advisable.
Delays may occur if documentation is incomplete or if business address is deemed unqualified.
Proper tax planning and local compliance (especially with labor and insurance laws) are essential to avoid penalties.
👉 Need help registering your consulting company in Vietnam? Our team at Green NRJ is ready to assist with legal setup, tax registration, and post-licensing support.
