Business Registration in Vietnam: 5 Mistakes to Avoid

Business registration in Vietnam is a vital step for anyone starting a new venture. While launching a business can be exciting, the registration process in Vietnam often involves complex procedures that many entrepreneurs find challenging. You can find detailed official guidelines on the National Business Registration Portal, which is part of the National Business Registration Information System operated by the competent state authorities. Unfortunately, costly mistakes during business registration in Vietnam can cause significant delays or lead to legal compliance issues. For updated legal requirements, the Thư Viện Pháp Luật provides comprehensive and reliable information. In this article, we will explore 5 common business registration mistakes made by startups and provide practical expert tips to help you navigate the process smoothly and successfully.

Mistake 1: Choosing the Wrong Business Structure

Selecting the right business structure in Vietnam is crucial. Many entrepreneurs rush into registering a Limited Liability Company (LLC) or Joint Stock Company (JSC) without fully understanding the differences.

How to Avoid:

– If you are a small to medium-sized business, an LLC is usually the best option.

– If you plan to raise capital from investors or issue shares, consider a JSC.

– Note: From July 1, 2025, Law No. 76/2025/QH15 amending the Law on Enterprises introduces new rules on ownership transparency, beneficial owners and charter capital, which significantly affect the governance of joint-stock companies. In parallel, Decree 168/2025/NĐ-CP on business registration strengthens online procedures via the National Business Registration Portal and aims to reduce processing times in practice.

Making the wrong choice can lead to unnecessary legal and financial complications, so understanding the best business structure in Vietnam from the start is essential.

Mistake 2: Incomplete Business registration Documentation

Missing or incorrect documents can cause major delays in obtaining your Enterprise Registration Certificate (ERC) or Investment Registration Certificate (IRC) for foreign investors.

How to Avoid:

– Prepare all necessary documents, including:

✔ Application for Enterprise Registration
✔ Company Charter (Articles of Association)
✔ List of shareholders or members
✔ Legal documents of the investors (passport, business license, etc.)

– In most cases where foreign investors establish a new foreign-invested company or investment project, an Investment Registration Certificate (IRC) is obtained before the Enterprise Registration Certificate (ERC). However, for some forms of indirect investment such as capital contributions or share purchases that do not fall under the mandatory IRC cases, an IRC is not required and only enterprise registration information (ERC) needs to be updated.

– From July 1, 2025, under Decree 168/2025/NĐ-CP and the 2025 amendments to the Law on Enterprises, enterprise registration dossiers must include a list of beneficial owners and key information about them, and enterprises must notify any changes in beneficial owners within 10 days. For foreign investors or when registering changes in members/shareholders, the business registration office may also request documents evidencing capital contribution or share transfer in line with Decree 168 and actual practice..

Proper preparation of Vietnam business registration documents ensures a smoother approval process and avoids unnecessary delays.

Mistake 3: Failing to Meet Capital Requirements

Many new businesses underestimate capital requirements or fail to deposit the required charter capital within 90 days of company registration.

How to Avoid:

– Clearly define your charter capital based on your industry and business needs.

– Open a corporate bank account in Vietnam and deposit your capital on time.

– Some industries require minimum capital requirements—research in advance.

Ensuring compliance with charter capital requirements in Vietnam helps you avoid penalties and operational setbacks.

Mistake 4: Ignoring Tax & Compliance Obligations

Many startups overlook tax registration and reporting requirements, which can lead to penalties or even business suspension.

How to Avoid:

– Register for VAT and corporate income tax immediately after receiving your ERC.

– Maintain proper accounting records and file tax returns on time.

– Stay updated on Vietnamese tax laws or hire a professional tax consultant.

From October 1, 2025, the Law on Enterprise Income Tax No. 67/2025/QH15 takes effect (applicable from the 2025 tax period), introducing changes such as:
–  Preferential tax rates of 15–17% for micro and small enterprises that satisfy specific revenue (and other) conditions;
– Updated incentives for green projects, innovation and digital technology;
– A broader definition of ‘permanent establishment’, especially for e-commerce and digital-platform businesses.

Understanding Vietnam business tax registration and compliance obligations ensures long-term stability and prevents unexpected legal issues.

Mistake 5: Overlooking Business Licenses & Permits

Certain industries in Vietnam require special business licenses beyond the ERC. Many businesses start operations without obtaining the necessary permits, risking legal issues.

How to Avoid:

– Identify if your business needs additional licenses such as:

✔ Retail Business → Business License
✔ Food & Beverage → Food Safety Certificate
✔ Import-Export → Customs & Trade Compliance
✔ E-commerce → E-commerce Business License

– Additionally, under Decree 168/2025, enterprises are obligated to publicly announce business information, declare beneficial owners, and perform electronic business registration change procedures when there are fluctuations.

Knowing how to get an import-export license in Vietnam or other industry-specific permits is crucial for smooth business operations.

Final Thoughts

Avoiding these common mistakes can help you launch your business smoothly in Vietnam. If you’re unsure about any step, working with a business registration expert can save time, money, and unnecessary hassle.

🔹 Need help registering your business? Contact us today for expert guidance!