MARKET ENTRY • LICENSING • COMPLIANCE

Company Establishment

Green NRJ assist foreign investors in establishing a commercial presence and developing business operations in Vietnam, including setting up foreign direct investment (FDI) companies, branches, or representative offices. Simultaneously, we advise and support investors throughout the process of entering the Vietnamese market effectively and in compliance with legal regulations.

Typical scope

IRC & ERC application support
Regulatory structuring & licensing roadmap
Post-licensing compliance setup
Tax registration & operational structuring

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Why Choose Green NRJ for Incorporation & Compliance?

A successful setup in Vietnam starts with regulatory planning — not paperwork. We review market-access conditions, map licensing layers, and validate the ownership/capital logic before submission so the IRC/ERC you receive remains practical for real operations.

Regulatory roadmap aligned to your business model and growth plan
Market access & sector screening before dossier submission
Capital & licensing risk review to reduce revision loops
Post-incorporation compliance framework for stable, auditable operations

Core Legal Requirements for Company Incorporation in Vietnam

To establish and operate a business in Vietnam, investors need to meet several basic legal requirements as stipulated by current regulations. The main conditions are summarized below.

Requirement	Description
Business Address	The company must have a registered business address in Vietnam. This address must be a location legally permitted for business operations. Apartments built for residential purposes are generally not permitted to be used as company headquarters. However, types of real estate allowed for office use, such as office apartments or commercial buildings, can still be registered as the company’s address. Virtual office addresses may also be accepted, depending on the industry and local practices.
Legal Representative (Resident Director)	The company must appoint at least one legal representative responsible for managing and representing the company in dealings with state agencies in Vietnam. This person must have a permanent address in Vietnam or reside in Vietnam for a minimum of 183 days per year. Both Vietnamese and foreign nationals can fill this role. If a foreign national is appointed, they will typically need a work permit and temporary residence card in Vietnam.
Investment Capital	The company is required to declare its investment capital upon establishment. In most sectors, Vietnamese law does not stipulate a fixed minimum capital amount; however, the registered capital should reasonably reflect the scale and nature of the company's planned business activities. After receiving the Business Registration Certificate, foreign investors must contribute capital through a Direct Investment Capital Account (DICA) opened at a bank in Vietnam, within the timeframe specified in the investment application.
Additional Business Conditions	Depending on the business sector, the company may need to meet additional specialized business conditions as stipulated by Vietnamese law. These conditions may include requirements regarding facilities, technical standards, or the professional qualifications of the personnel in charge before the company is officially permitted to operate.

10 STEPS TO ESTABLISHING A FOREIGN-INVESTED COMPANY IN VIETNAM

Below are the basic steps that foreign investors usually need to take to establish a foreign-invested company and bring the business into operation in Vietnam.

Step 1

Checking investment conditions for planned business sectors

First, investors need to review whether the planned business sector allows foreign investors to participate. In many cases, the sector may come with conditions such as limits on capital contribution ratios, requirements for sub-licenses, or other specialized conditions.

Step 2

Preparing the company's registered address

The business needs a valid registered address in Vietnam. This address usually requires a lease agreement and documents proving the legal right of use by the lessor.

Step 3

Appointing a Legal Representative

The company needs to appoint at least one legal representative. This person has the authority to sign documents on behalf of the business, work with government agencies, and be responsible for the company's legal activities in Vietnam.

Step 4

Applying for an Investment Registration Certificate

Foreign-invested projects need to go through the procedure of applying for an Investment Registration Certificate.

Step 5

Obtaining a Business Registration Certificate

After receiving the Investment Registration Certificate, the company registration procedure must be carried out to obtain a Business Registration Certificate.

Step 6

Engraving the Company Seal and Registering a Digital Signature

After the official company establishment procedures are completed, the business will proceed to engrave the company seal and register a digital signature. These tools are used in the process of signing documents, submitting electronic files, and carrying out procedures with state agencies.

Step 7

Opening a Direct Investment Capital Account at a Bank

The company needs to open a direct investment capital account at a bank in Vietnam.

Step 8

Contributing Capital as Committed

The investor will transfer the contributed capital to the company's account according to the amount and deadline registered in the investment application.

Step 9

Complete Initial Tax Procedures

The business needs to complete initial tax procedures such as tax registration, registration for electronic invoices, and setting up an accounting system to facilitate tax declaration and reporting as required by regulations.

Step 10

Prepare for Business Operations

The business can begin implementing its operations, including recruiting personnel, setting up an office, and launching business activities.

Governance, filings & licensing — after day one

Ongoing support to keep your entity compliant while you operate and scale.

Post-Incorporation Governance & Regulatory Support

After incorporation, most compliance risks come from “small” issues: late capital contribution, misaligned business scope, missing sub-licenses, or inconsistent filings during amendments. We help you keep governance and filings clean — and ready for audits, expansions, and future restructuring.

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Corporate Amendments & IRC/ERC Updates

Name/address/VSIC updates, legal representative changes, capital restructuring, share transfers, ERC-related filings.

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Retail / Distribution Licensing & Market Access

Trading license structuring, conditional sector pathways, e-commerce registration, operational sub-licenses.

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Compliance Coordination & Structural Support

DICA coordination, tax activation onboarding, governance structuring, and work permit/TRC support for foreign managers.

Ready to Structure Your Vietnam Market Entry?

Every model requires a tailored regulatory path — from market-access assessment and licensing layers to capital scheduling and post-incorporation compliance. Green NRJ helps you align the structure with Vietnam’s investment framework before you commit time and cost.

Whether you are forming a new foreign-invested company, restructuring an existing entity, or expanding into regulated sectors, we keep the approach clear, defensible, and operationally workable.

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