Vietnam is emerging as a top destination for foreign investors looking to enter the food and beverage (F&B) industry. With its dynamic culinary culture, fast-paced urban development, and a growing middle class, the country offers fertile ground for launching a foreign-owned restaurant. Thanks to Vietnam’s participation in global trade agreements like the WTO and CPTPP,international investors can now establish 100% foreign-owned restaurants, provided they comply with Vietnam’s WTO Schedule of Commitments and relevant investment laws.

However, setting up a foreign-invested restaurant in Vietnam involves navigating complex legal procedures, regulatory requirements, and licensing processes. In this comprehensive 2025 guide, we’ll walk you through every step—from understanding the legal framework and registering your company to choosing a location, applying for permits, and ensuring ongoing regulatory compliance.

Table of Contents

• Can Foreigners Open a Restaurant in Vietnam?
• Legal Framework and Business Structure
• Capital Requirements and Business Premises
• Step-by-Step Licensing Procedure
• Additional Considerations
• How Green NRJ Can Support Your Restaurant Setup in Vietnam
• Conclusion

Can Foreigners Open a Restaurant in Vietnam?

Yes, foreigners can legally open and fully own a restaurant in Vietnam. The Vietnamese government permits 100% foreign ownership in the food and beverage (F&B) sector, including restaurants, cafés, bars, and catering businesses. This creates significant opportunities for international entrepreneurs and restaurant brands looking to enter Vietnam’s dynamic F&B market.

Foreign investors can either establish a new foreign-invested company or expand the business scope of an existing enterprise to include restaurant operations. While there are no restrictions on foreign ownership, investors must comply with Vietnam’s investment laws, as well as sector-specific regulations related to food safety, alcohol licensing, hygiene standards, and public health requirements.

Legal Framework and Business Structure

Establishing a foreign-invested restaurant in Vietnam requires compliance with local investment laws and proper registration of your business entity. Below is a detailed overview of the legal framework and company structure required to legally operate in the Vietnamese food and beverage (F&B) industry as a foreign investor.

1. Legal Entity Setup: Establishing a Foreign-Invested Company (FIC)

To open a restaurant in Vietnam as a foreigner, you must first establish a Foreign-Invested Company (FIC). This is the legal vehicle through which all foreign restaurant operations must be conducted. The company formation process involves two main licensing stages:

• Investment Registration Certificate (IRC)
  The IRC grants foreign investors the legal right to invest in Vietnam. It confirms that your restaurant project is approved and aligns with Vietnam’s foreign investment policies.

• Enterprise Registration Certificate (ERC)
  After obtaining the IRC, you must register for the ERC to officially incorporate your business under Vietnamese law. The ERC contains your company’s name, address, legal representative, and registered business lines.

These two certificates are mandatory for all foreign-owned businesses in Vietnam, including those in the restaurant, café, and catering sectors.

2. Business Lines for F&B Operations

When registering your FIC, you must include the appropriate F&B-related business lines in your application to ensure legal operation. Common business codes include:

• Restaurant Services (Code: 5610) – For dine-in restaurant operations.

• Beverage Services (Code: 5630) – For cafés, bars, tea shops, and similar venues.

• Catering and Other Food Service Activities – For off-site food service, events, and delivery catering.

Vietnamese law allows companies to register multiple business lines, offering flexibility to expand operations in the future. Many foreign investors choose to add related business activities such as:

• Import and export of food and beverage products.

• Retail sale of packaged foods.

• Franchising or food delivery services.

This multi-line registration strategy helps streamline licensing procedures and reduce long-term operational costs.

Capital Requirements and Business Premises

1. Minimum Capital Requirement for Foreign-Owned Restaurants

While there is no fixed minimum capital under Vietnamese law, in practice, a minimum charter capital of VND 300–500 million (USD 12,000–20,000) is typically expected by local authorities to demonstrate financial capacity and facilitate license approval.

Important: The declared capital must be fully paid into your corporate bank account within 90 days after receiving the Enterprise Registration Certificate (ERC). This registered capital will be stated on your business license and can only be adjusted later through a formal amendment process, which typically takes 30–45 working days.

Proper capital registration demonstrates financial capability to operate a foreign-invested restaurant and satisfies the requirements of Vietnam’s investment authorities.

2. Business Premises and Location Requirements

Securing a suitable physical location is a critical prerequisite before applying for restaurant licenses in Vietnam. Vietnamese authorities will conduct thorough inspections of your premises to verify compliance with zoning laws, safety regulations, and hygiene standards. Key requirements include:

• Location Restrictions:
  Your restaurant must not be situated in restricted or security-sensitive areas, such as near military zones or government offices.

• Alcohol Serving Restrictions:
  If your restaurant plans to serve alcohol, the premises must be located at least 100 meters away from schools, hospitals, and kindergartens, as mandated by the Law on Alcohol Harm Prevention and Control.

• Fire Safety and Environmental Standards:
  The physical premises must meet fire prevention regulations and comply with environmental sanitation requirements set by local authorities.

Pro Tip for Foreign Investors

To minimize financial risk during the licensing process, consider signing a Memorandum of Understanding (MOU) with the property owner and paying a small deposit instead of a full lease agreement upfront. This approach protects your investment in case the business license or operation permits are delayed or denied.

Step-by-Step Licensing Procedure

Establishing a foreign-invested restaurant in Vietnam involves navigating a complex legal and regulatory landscape. Understanding each step in the licensing process is crucial to ensure your restaurant operates legally and successfully in the Vietnamese market. This detailed guide covers every essential phase from securing the location to obtaining all necessary licenses.

Step 1: Secure a Compliant Location for Your Restaurant

Before applying for any licenses, the first critical step is to secure a physical location that fully complies with Vietnamese laws and regulations.

• Legal Due Diligence on Location:
  Conduct thorough due diligence on the proposed restaurant site. This includes verifying the land-use rights, zoning classification, and property ownership. Ensuring that the site is legally permitted for commercial food and beverage operations helps prevent future disputes or administrative penalties.

  • Check with local zoning authorities whether the property falls within a commercial zone suitable for a restaurant business.

  • Confirm that the land-use certificate (Red Book or Pink Book) permits commercial activities.

• Compliance with Alcohol Laws:
  If your restaurant plans to serve alcoholic beverages, strict regulations apply. Vietnamese law requires alcohol-selling venues to maintain a minimum distance of 100 meters from schools, hospitals, and kindergartens.

  • Confirm your location meets this distance requirement to avoid license denial or fines.

  • Some localities may have additional restrictions or require permits for alcohol sales—consult local authorities early.

• Prepare a Detailed Layout Plan:
  Design and document a comprehensive layout plan of your restaurant premises including:

  • Kitchen area, storage, and food preparation zones

  • Dining and seating arrangements

  • Emergency exits and evacuation routes

  • Sanitation and hygiene facilities (toilets, handwashing stations)
    This plan is essential for health inspections and fire safety reviews conducted during the licensing process.

Step 2: Register Your Foreign-Invested Company (FIC)

Vietnamese law mandates that all foreign investors must operate restaurants through a legally registered foreign-invested company (FIC). The company registration involves two key certificates:

• Investment Registration Certificate (IRC):
  The IRC grants the foreign investor the right to invest in Vietnam. The application is submitted to the Department of Planning and Investment (DPI) of the province or city where the restaurant is located.

  • The application package includes detailed investment plans, proof of financial capacity, and documents about the foreign investor.

  • Processing time usually takes about 15 working days.

  • Approval is subject to compliance with Vietnam’s foreign investment laws and any restrictions on the restaurant business sector.

• Enterprise Registration Certificate (ERC):
  Once the IRC is approved, you must apply for the ERC at the Business Registration Office to formally establish your company under Vietnamese law.

  • The ERC officially incorporates your company and allows you to conduct business activities legally.

  • Processing time generally takes 5 to 7 working days.

  • When submitting ERC documents, ensure you include all relevant F&B business lines, such as:

    • Restaurant services (Vietnamese industry code: 5610)

    • Beverage services including cafes and bars (code: 5630)

    • Catering services (if applicable)

  • The ERC approval process may involve a site inspection by local authorities to verify the suitability of your restaurant location.

Step 3: Obtain All Mandatory Operating Licenses and Permits

After your company is legally registered, securing the appropriate sector-specific operating licenses is mandatory before starting restaurant operations. These licenses ensure compliance with health, safety, environmental, and commercial regulations.

1. Certificate of Food Safety Conditions (COFSC) – Mandatory for All Restaurants

• Issuing Authority: Department of Food Safety or local District Health Office.

• Purpose: Certifies that your restaurant meets Vietnam’s strict food safety and hygiene standards.

• Required Documents:

  • A comprehensive Food Safety Management Plan, detailing procedures for food handling, storage, and preparation.

  • A complete list of kitchen equipment and suppliers approved for food safety compliance.

  • Proof that your staff has undergone food safety training and certification.

  • A valid certificate of clean water source demonstrating access to safe drinking water.

• Inspection: Local health inspectors will conduct a site visit to verify sanitary conditions and operational practices.

2. Alcohol License (if Applicable)

• Applicable When: Your restaurant plans to sell alcoholic beverages for on-site consumption (bars, pubs, restaurants).

• Application Process: A separate license or permit must be obtained from local authorities in accordance with the Law on Alcohol Harm Prevention and Control (No. 44/2020/QH14) and related guiding regulations..

• Regulatory Requirements:

  • Location Restrictions:
    The premises must be located at least 100 meters away from schools, hospitals, and kindergartens, as required by law. Local authorities may impose additional restrictions.

  • Proper Licensing:
    The license you apply for should correspond to the type of alcohol sale—whether retail sale for on-site consumption or distribution.

  • Storage and Serving:
    Adequate facilities for safe storage, handling, and serving of alcohol must be established, meeting health and safety standards.

  • Labeling:
    Alcoholic beverages must be labeled properly following Vietnam’s regulations on alcohol packaging and advertising.

  • Employee Training:
    Staff involved in alcohol sales may need to undergo training on responsible service and legal compliance.

• Processing Time: Varies by locality and complexity of the business, but often requires additional inspections and approval from the People’s Committee or specialized departments. Processing may take several weeks to months..

3. Fire Safety Certificate

• Requirement: Compulsory for restaurants exceeding a certain floor area or with multiple floors.

• Contents:

  • Installation of fire prevention and fighting equipment, such as fire extinguishers and alarms.

  • Clearly marked and accessible emergency exits.

  • Fire safety training programs for staff.

• Inspection: The local Fire Prevention and Fighting Police Department will inspect and certify compliance.

4. Registration of an Environmental Protection Commitment (EPC) in accordance with the 2020 Law on Environmental Protection.

• Purpose: To ensure your restaurant complies with waste disposal, drainage, and environmental sanitation regulations.

• Submission: A detailed environmental protection plan must be submitted to local environmental authorities.

• Key Components:

  • Waste management strategy (including food waste and packaging materials).

  • Proper drainage and sewage treatment system.

• Review: Environmental officials will review and approve the plan before operation begins.

5. Signboard Registration

• When Required: If your restaurant uses foreign languages or special characters on signage. According to Decree 128/2020/NĐ-CP, signboards using foreign languages must have the Vietnamese text displayed more prominently, and the font size of the foreign text must not exceed three-fourths of the Vietnamese text

• Compliance: Signboards must conform to local regulations regarding size, lighting, placement, and aesthetics.

• Procedure: Submit the signboard design and location details to the local People’s Committee or relevant authority for approval.

6. Music Copyright License

• Applicable When: Your restaurant plays background music or hosts live musical performances.

• Issuing Authority: Typically obtained through authorized agencies such as the Vietnam Center for Protection of Music Copyright (VCPMC).

• Requirement: Ensures compliance with intellectual property laws and avoids copyright infringement penalties.

Important Legal Notice:

Operating your foreign-invested restaurant without obtaining all required licenses and permits is strictly prohibited under Vietnamese law. Non-compliance can lead to serious consequences including:

• Heavy fines

• Suspension of business operations

• Forced closure by local authorities

• Potential legal liability for the business owner

Additional Considerations

1. Human Resources and Labor Compliance

• Work Permits for Foreign Employees:
  Foreign nationals employed as chefs, restaurant managers, or other key positions are generally required to obtain valid work permits in Vietnam. From 2024 onward, Vietnam has implemented online work permit issuance via the National Public Service Portal. This digital procedure streamlines the application process, with typical processing times of 5 to 7 working days once the submitted documents are complete and valid

  • Some exemptions apply depending on nationality, contract duration, or position—verify with local labor authorities.

  • Hiring foreign specialists without proper permits may result in fines or legal sanctions.

• Health Checks and Food Safety Training for Vietnamese Staff:
  Vietnamese employees working in food preparation and service must undergo mandatory health examinations and complete certified food safety training courses.

  • These requirements ensure compliance with Vietnam’s public health and food hygiene standards.

  • Keep records of health certificates and training completion for inspections.

• Hiring Local HR or Legal Partners:
  Foreign investors are advised to engage reputable local HR or legal consultants to handle labor contracts, payroll registration, and social insurance contributions.

  • This helps ensure full compliance with Vietnam’s complex labor laws and avoids penalties.

  • Professional partners can assist with timely labor reporting, employee onboarding, and dispute resolution.

2. Taxation Requirements for Foreign-Invested Restaurants

• Corporate Income Tax (CIT):
  The standard CIT rate for restaurant businesses in Vietnam is 20% on taxable profits.

  • Proper accounting and tax filing are mandatory to comply with Vietnamese tax law.

• Value-Added Tax (VAT):
  Most food and beverage services are subject to a 10% VAT rate.

  • You must issue VAT invoices (e-invoices are increasingly required) for all sales transactions.

  • VAT returns must be filed monthly or quarterly depending on your business scale.

• Personal Income Tax (PIT) for Employees:
  Employers must withhold and remit PIT for all Vietnamese and foreign employees according to the tax brackets and regulations set by the Vietnamese tax authority.

  • Accurate payroll and PIT reporting are essential to avoid tax penalties.

• Mandatory Tax Registrations:
  Upon company establishment, you must:

  • Register your tax code with the local tax department.

  • Comply with e-invoicing requirements as regulated by the General Department of Taxation.

  • Register and contribute to social insurance, health insurance, and unemployment insurance for all eligible employees.

Ensuring full compliance with labor and tax regulations not only avoids costly fines and legal issues but also builds a trustworthy brand reputation with local authorities and customers. Professional guidance and careful management of these administrative obligations are key to the sustainable success of your foreign-invested restaurant in Vietnam.

How Green NRJ Can Support Your Restaurant Setup in Vietnam

Establishing a foreign-invested restaurant in Vietnam involves multiple legal, administrative, and operational steps that can be overwhelming for first-time investors. That’s where Green NRJ comes in.

As a professional business consulting firm based in Vietnam, Green NRJ specializes in helping foreign investors navigate complex regulatory environments and launch successful ventures in the Vietnamese market—especially in the F&B and hospitality sectors.

Our Services Include:

• End-to-End Company Setup
  → From IRC & ERC registration to adding F&B business lines
• Site Due Diligence & Location Approval
  → Ensure your location meets zoning, alcohol control, and fire safety requirements
• Licensing Support
  → We handle all operational licenses:
  • Food Safety Certificate (COFSC)
  • Alcohol License
  • Fire Safety Certificate
  • Environmental Protection Plan
  • Signboard Registration
  • Music Copyright License
• Work Permit & Visa Services
  → For foreign chefs, managers, and staff
• Accounting & Compliance Services
  → Tax filings, payroll, and ongoing corporate obligations
• Local Partner Matching (if needed)
  → For franchising, distribution, or joint ventures

With a deep understanding of Vietnamese law, local culture, and the F&B landscape, Green NRJ ensures your restaurant launch is not only legally compliant but also built for long-term growth.

📩 Contact Green NRJ today for a free consultation and receive a step-by-step roadmap tailored to your F&B business goals in Vietnam.

Conclusion

Opening a restaurant in Vietnam as a foreigner is not only legally feasible but increasingly attractive. The country’s strong economic outlook, growing consumer market, and love for international cuisine make it a top choice for F&B expansion in Southeast Asia.

With the right location, legal strategy, and operational planning—combined with expert support from a partner like Green NRJ—you can turn your restaurant concept into a thriving business in Vietnam.