Establishing a Construction Company in Vietnam: Legal Requirements, Procedures, and Key Considerations (2026)

Establishing a construction company in Vietnam has become an increasingly attractive option for investors as demand for infrastructure development, industrial parks, energy projects, and real estate continues to expand. Supported by government-led public investment programs and ongoing urbanization across the country, the construction sector remains one of Vietnam’s most promising industries for long-term growth.

However, construction is a highly specialized industry subject to strict regulatory oversight. In addition to completing standard business registration procedures, companies may need to satisfy requirements relating to professional qualifications, technical personnel, practicing certificates, and operational conditions depending on the specific services they intend to provide. Understanding the applicable legal framework from the outset can help investors save considerable time and cost while minimizing compliance risks during business operations.

What Is Considered Construction Business Activity in Vietnam?

When people think of a construction company, they often associate it solely with construction and installation works. In reality, the construction industry encompasses a much broader range of activities and may participate in nearly every stage of an investment and construction project.

Depending on its business model, a company may provide surveying services, architectural and engineering design, technical documentation preparation, project management, construction supervision, construction execution, or project completion services. Each area involves different requirements concerning personnel qualifications, practical experience, and regulatory compliance.

For example, a company specializing in industrial factory construction will generally focus on construction capabilities, site engineers, and quality management systems. By contrast, firms engaged in design or construction supervision services typically require professionals holding practicing certificates that correspond to their respective specialties.

For this reason, defining the intended scope of business activities at the incorporation stage is a crucial step. Doing so enables the company to select appropriate business lines and establish a development strategy aligned with its long-term objectives.

Common Business Activities of Construction Companies

Requirements for Establishing a Construction Company in Vietnam

As a general principle, establishing a construction company follows the same corporate registration procedures applicable to most business sectors under Vietnam’s enterprise laws. Investors may choose between a limited liability company (LLC) and a joint-stock company (JSC), depending on governance preferences and future capital-raising plans.

At present, Vietnamese law does not impose a minimum charter capital requirement for most construction-related activities. Nevertheless, charter capital remains an important factor considered by project owners and business partners when assessing a company’s financial capacity and credibility. In practice, many newly established construction companies register charter capital ranging from VND 2 billion to VND 3 billion or higher, depending on their anticipated scale of operations.

In addition to capital considerations, the company must maintain a lawful registered office address. Ideally, the head office should be located in premises designated for commercial or business use. If an investor intends to use an apartment unit or mixed-use property as a business address, the legal status of the property should be carefully reviewed to ensure it is eligible for business registration purposes.

Human resources should also be considered at an early stage. Although construction companies are not generally required to recruit their full technical workforce immediately upon incorporation, establishing a core team consisting of construction engineers, M&E engineers, architects, and project management personnel can provide a solid foundation for future growth and project participation.

The Importance of Construction Practicing Certificates

Although construction companies are no longer required to obtain a Construction Activity Capacity Certificate from 1 July 2025, certain professional positions within the construction sector must still be performed by individuals holding the appropriate practising certificates as required by law.

Depending on the scope of their operations, companies may need to appoint personnel with practising certificates in areas such as construction design, construction surveying, construction supervision, construction project management, or other relevant technical disciplines. These certificates serve as evidence of the qualifications and practical experience of the individuals directly responsible for carrying out the work.

In practice, ensuring compliance with personnel requirements and maintaining a team of certified professionals can enhance a company’s ability to participate in tenders, enter into contracts, and successfully implement construction projects. Companies should therefore carefully review the specific regulatory requirements applicable to their intended business activities before undertaking projects or providing construction-related services.

Business Registration Codes Commonly Used for Construction Companies

Selecting the appropriate business lines from the outset helps avoid future amendments and administrative procedures. Under Vietnam’s current economic classification system, construction companies commonly register one or more of the following business codes:

Depending on its business strategy, a company may also register additional business lines relating to architecture, engineering consultancy, project management, or other support services within the construction industry.

Choosing suitable business activities from the beginning not only facilitates operations but also reduces the need for future amendments when expanding the company’s scope of services.

In addition to selecting the appropriate business lines, foreign investors should take into account market access conditions under Vietnam’s Investment Law, WTO commitments, and other international treaties to which Vietnam is a party. Depending on the specific business activities involved, foreign investors may be permitted to establish a wholly foreign-owned construction company in Vietnam.

Procedures for Establishing a Construction Company in Vietnam

The incorporation process differs depending on whether the investor is a Vietnamese individual or organization, or a foreign investor.

For domestic investors, the procedure is relatively straightforward. It begins with preparing and submitting the enterprise registration dossier based on the selected company structure. Once the application is approved by the competent business registration authority, the company will be issued an Enterprise Registration Certificate and may officially commence operations.

For foreign investors, the process generally includes an additional investment approval stage prior to company registration. The application may require legal documents relating to the investor, evidence of financial capacity, documentation concerning the proposed project location, and other supporting materials requested by the relevant authorities.

Obtaining an Enterprise Registration Certificate does not mean that all legal procedures have been completed. Following incorporation, the company must still undertake several post-licensing formalities, including obtaining a corporate seal, opening a bank account, registering a digital signature, implementing electronic invoicing, and contributing charter capital within the statutory time limits.

What Should a Company Prepare Before Participating in Construction Projects?

After completing the incorporation process, many companies focus immediately on finding clients or participating in bidding opportunities. However, this stage also requires careful preparation of the company’s capability profile.

In practice, project owners and business partners evaluate contractors based on multiple criteria, including key personnel, project experience, financial capacity, quality management systems, and construction management capabilities.

For newly established companies, developing a professional company profile from the outset can provide a significant competitive advantage when approaching clients and partners. Such a profile typically includes information about the company, technical personnel, construction equipment, completed projects, and quality management systems.

The better prepared a company is at this stage, the easier it will be to secure cooperation opportunities and expand business activities in the future.

Tax Obligations of Construction Companies

Once operational, construction companies must comply with Vietnam’s tax and accounting regulations. This is an area that should be addressed from the earliest stages of business planning to ensure smooth operations and minimize financial and compliance risks.

Depending on the scale of operations and the nature of transactions involved, a construction company may be required to declare and pay several types of taxes, including: Value Added Tax (VAT), Corporate Income Tax (CIT), Personal Income Tax (PIT) and Foreign Contractor Tax (where applicable).

In addition to tax obligations, companies must comply with regulations concerning electronic invoices, accounting records, supporting documents, and document retention requirements. Establishing an appropriate accounting system from the beginning can help improve cost control and facilitate future tax reporting and audits.

How Green NRJ Supports Construction Company Establishment in Vietnam

Establishing a construction company in Vietnam involves far more than simply completing a business registration application. To operate effectively and achieve sustainable growth, companies must build a strong legal foundation from the outset, including selecting the appropriate investment structure, registering suitable business activities, preparing operational conditions, and ensuring compliance with industry-specific regulations.

Drawing on extensive experience assisting both domestic and foreign investors, Green NRJ provides comprehensive support covering company formation, foreign investment advisory services, construction compliance assessments, and ongoing legal assistance throughout the operational lifecycle of the business.

Contact Green NRJ to discuss a solution tailored to your business model and receive professional support for implementing your investment project in Vietnam efficiently, effectively, and in full compliance with Vietnamese law.