How to Start a Business in Vietnam
March 6, 2025
Introduction
Business registration in Vietnam in 2026 has become more streamlined, but that doesn’t mean it’s risk-free. Many companies still face delays, rejected applications, or compliance issues simply because they overlook key legal updates or misunderstand the process. In this article, Green NRJ breaks down five common mistakes when registering a business in Vietnam, along with practical insights to help you navigate the process smoothly and stay compliant from day one.
Choosing a business structure without a clear long-term plan
One of the earliest and most important decisions when starting a business is selecting the right legal structure. Yet, in practice, many founders make this choice based on convenience or trends rather than their actual business goals.
As of 2026, regulatory requirements have become more rigorous, especially following the amendments under Law No. 76/2025/QH15. Transparency around ownership, particularly the disclosure of beneficial owners, is now more strictly enforced. This has a direct impact on how companies—especially joint stock companies—are governed.
For small and medium-sized businesses, a limited liability company often remains the more practical option due to its simpler structure. On the other hand, a joint stock company is better suited for businesses planning to raise capital or scale significantly. Making the right choice from the beginning can save considerable time and effort later.
Submitting incomplete or outdated registration documents
Although the registration process is now largely digital, which helps reduce processing time, it also means applications are reviewed more thoroughly. Missing or outdated information is one of the most common reasons for delays.
A frequent issue is relying on old templates that no longer meet current requirements. Since 2025, businesses are required to provide additional details, including information about beneficial owners and, in some cases, supporting documents related to capital contributions or share transfers.
For foreign investors, it is still essential to distinguish between cases that require an Investment Registration Certificate and those that do not. Misunderstanding this step can lead to unnecessary revisions and prolonged timelines.
Careful preparation and up-to-date documentation are key to ensuring a smooth registration process.
Registering unrealistic charter capital or failing to contribute on time
Charter capital is often treated as a formality, but in reality, it plays a critical role in a company’s credibility and operations. Some businesses register a high capital amount to appear more established, while others set it too low without considering operational needs.
Under current regulations, capital must be fully contributed within 90 days from the issuance of the Enterprise Registration Certificate. In addition, certain industries require a minimum level of capital as a condition for operation.
In 2026, authorities are paying closer attention to the transparency and legitimacy of capital contributions, particularly for foreign-invested companies. Setting an appropriate capital level—based on actual business plans rather than assumptions—is essential to avoid future complications.
Overlooking tax obligations and post-registration compliance
Receiving an Enterprise Registration Certificate does not mean a business is fully ready to operate. In fact, the period immediately after registration is when many compliance issues arise.
Businesses are required to complete tax registration, set up proper accounting systems, and file tax declarations in a timely manner. The Corporate Income Tax Law No. 67/2025/QH15, effective from the 2025 tax period, continues to apply in 2026, introducing preferential tax rates for small businesses and updated rules for digital and e-commerce activities.
Failure to meet these obligations early on can result in penalties and may affect a company’s credibility with partners and authorities.
Missing required sub-licenses for specific industries
Another common issue is assuming that obtaining the Enterprise Registration Certificate is enough to start operations. In reality, many industries require additional licenses before a business can legally operate.
For example, retail businesses may need a separate business license, food-related businesses must obtain food safety certification, and import-export activities require compliance with customs regulations. In addition, businesses are now required to publicly disclose certain information and update changes through the electronic registration system.
Overlooking these requirements can delay operations and expose the business to legal risks.
Conclusion
Business registration in Vietnam in 2026 is more efficient than before, but it still requires careful preparation and a clear understanding of current regulations. Avoiding common mistakes—such as choosing the wrong structure, submitting incomplete documents, or neglecting compliance obligations—can make a significant difference in how smoothly your business gets off the ground.
If you are planning to register a business in Vietnam and want to ensure everything is done correctly from the start, Green NRJ is here to support you with practical guidance and reliable solutions every step of the way.
