How to Start a Business in Vietnam: A Step-by-Step Success Guide for 2025

Vietnam has emerged as one of the most attractive destinations in Southeast Asia for foreign investors and entrepreneurs looking to start a business in Vietnam. With its fast-growing economy, competitive labor costs, young and skilled workforce, and favorable government policies, Vietnam offers a strong foundation for successful business operations. Whether you’re planning to launch a startup, open a branch, or expand your global presence, understanding the legal process is crucial. This comprehensive 2025 guide outlines the 8 key steps to legally establish and run a business in Vietnam, helping you get started with confidence.

When starting a business in Vietnam, investors and entrepreneurs must comply with the regulations set forth in the Enterprise Law No. 59/2020/QH14, which provides the fundamental legal framework governing company establishment, organization, and operation. Additionally, the Decree No. 01/2021/ND-CP offers detailed guidance on business registration procedures, ensuring a lawful, efficient, and accurate registration process.

Step 1: Choose the Right Business Structure

Choosing the correct legal structure is the first and most crucial step when starting a business in Vietnam. The type of business entity you register will determine your legal obligations, investment requirements, tax responsibilities, and level of operational control. Foreign investors must carefully evaluate their business goals before selecting one of the following legal entities commonly used in Vietnam:

1. Limited Liability Company (LLC)

A Limited Liability Company in Vietnam is the most popular choice for small and medium-sized enterprises (SMEs).

• It can be established with one (single-member LLC) or multiple investors (multi-member LLC).

• Offers a simple corporate structure and easier compliance requirements.

• Profits can be distributed flexibly among members.

• Recommended for foreign investors who want 100% ownership or enter a joint venture with local partners.

2. Joint Stock Company (JSC)

A Joint Stock Company in Vietnam is ideal for larger businesses that may seek to raise capital by issuing shares.

• Requires at least three shareholders, which can be individuals or organizations.

• Can issue shares to the public and list on the stock exchange in the future.

• Best suited for projects involving multiple investors or large-scale operations.

• Offers stronger corporate governance compared to an LLC.

3. Representative Office

A Representative Office in Vietnam allows a foreign company to establish a presence without conducting commercial activities.

• It cannot generate revenue or sign contracts in Vietnam.

• Activities are limited to market research, promoting the parent company, and liaison work.

• Suitable for companies testing the market or building relationships before setting up a trading entity.

4. Branch Office

A Branch Office in Vietnam enables a foreign company to conduct business activities directly under its name.

• Can provide services, generate revenue, and sign contracts on behalf of the parent company.

• Not a separate legal entity; the parent company bears full legal responsibility.

• Useful for service-based industries like banking, law, or logistics, where Vietnam permits such operations.

Choosing the right business structure in Vietnam is essential for compliance and long-term success. Each entity type has its own benefits, limitations, and regulatory requirements. Green NRJ can guide you through a tailored company formation plan that aligns with your business goals.

Step 2: Prepare the Necessary Documents

Once you’ve selected the appropriate legal structure, the next step in starting a business in Vietnam is to gather and prepare the required documents for company registration. Proper documentation is essential for securing both the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) — the two core licenses foreign investors must obtain to legally operate in Vietnam.

Key Documents for Company Registration in Vietnam:

1. Application for Enterprise Registration

   • A standardized form issued by the Department of Planning and Investment (DPI).

   • Includes essential details such as business name, legal representative, address, charter capital, and business lines.

2. Company Charter (Articles of Association)

   • Outlines the internal regulations of the company, including the structure, decision-making authority, responsibilities of members, and profit-sharing methods.

   • Must be signed by all founding members or shareholders.

3. List of Founding Members or Shareholders

   • Provides personal or corporate information of each investor involved in the company.

   • Required for both Limited Liability Companies and Joint Stock Companies.

4. Legal Documents of the Investor

   • For individual investors: notarized copies of valid passport or ID card.

   • For corporate investors: legalized copies of the business registration certificate, company charter, and documents proving the authority of the signatory.

5. Lease Agreement for Business Location

   • Proof of a valid office lease or property rental contract in Vietnam.

   • Required to confirm the registered head office address of the company.

   • A notarized copy of the Land Use Rights Certificate (LURC) from the landlord may also be required.

Investment Registration Certificate (IRC) for Foreign Investors

Before applying for the ERC, foreign investors in Vietnam must first obtain an Investment Registration Certificate (IRC) from the Department of Planning and Investment. This certificate approves the foreign investment project and is mandatory for businesses with any percentage of foreign ownership.

Proper documentation is critical for a smooth and legal company setup process in Vietnam. Green NRJ can support you in preparing and reviewing all necessary paperwork, ensuring compliance with Vietnamese investment laws.

Step 3: Register Your Business and Obtain an Enterprise Registration Certificate (ERC)

Once all required documents are properly prepared, the next step to officially start your business in Vietnam is to submit your application for the Enterprise Registration Certificate (ERC). This certificate serves as the legal recognition of your company’s existence and is mandatory for all enterprises operating in Vietnam.

Where to Submit the Business Registration Application

• Applications must be submitted to the Department of Planning and Investment (DPI) in the province or city where your business will be headquartered (e.g., Hanoi, Ho Chi Minh City, Da Nang).

• You can file the application online through the National Business Registration Portal or in person at the DPI office.

What is the Enterprise Registration Certificate (ERC)?

The ERC in Vietnam confirms your company’s legal status and contains important information, including:

• Business name and address

• Type of enterprise (LLC, JSC, etc.)

• Legal representative

• Charter capital

• Registered business lines

If all submitted documents are valid and meet Vietnamese legal requirements, you can typically receive your ERC within 3–7 working days.

Additional Requirements for Foreign Investors

For foreign-owned businesses in Vietnam, obtaining the Enterprise Registration Certificate (ERC) is only possible after receiving the Investment Registration Certificate (IRC).

• This two-step process (IRC + ERC) ensures that your investment project is legally approved before you proceed with business registration.

• As a result, foreign investors should expect a longer processing timeline than domestic investors — usually 15–30 working days in total.

Securing your Enterprise Registration Certificate in Vietnam is a key milestone in legally launching your company. Green NRJ offers full support to handle ERC and IRC procedures efficiently, helping you avoid delays and costly mistakes.

Step 4: Obtain Tax Registration, Company Seal, and Digital Signature

After successfully registering your company and receiving the Enterprise Registration Certificate (ERC), the next critical step in establishing a legal business in Vietnam is to complete the following post-registration procedures:

1. Tax Code and VAT Registration

Your company must register with the Vietnamese Tax Authority to obtain a Tax Identification Number (TIN) and Value-Added Tax (VAT) status.

• The Tax Code is essential for all business activities, including issuing invoices, opening a bank account, and paying taxes.

• Businesses must choose a VAT calculation method (deduction method or direct method), depending on the business size and revenue forecast.

• Registration must be completed within 10 working days after receiving the ERC.

2. Create a Company Seal (Business Stamp)

A company seal in Vietnam is a legally recognized stamp used to authenticate contracts, official letters, resolutions, and internal documents.

• Companies are free to design their own seal and decide how many they want to create.

• The seal must include the company name and enterprise code and be notified to the National Business Registration Portal.

• The use of a company seal is often required for signing legal and financial documents.

3. Register a Digital Signature (e-Signature Token)

A digital signature in Vietnam is mandatory for submitting tax declarations, signing electronic contracts, and conducting online transactions with government authorities.

• The digital signature (USB token) must be registered through an authorized certification authority.

• It enables companies to fulfill tax obligations via the Vietnam General Department of Taxation’s eTax system.

Completing tax registration, seal creation, and digital signature setup in Vietnam is vital to ensure your business can operate smoothly and remain compliant with Vietnamese regulations. Green NRJ offers full-service support to handle all procedures efficiently and legally.

Step 5: Open a Corporate Bank Account and Deposit Charter Capital

After completing company registration and post-licensing procedures, the next step in setting up your business in Vietnam is to open a corporate bank account and deposit the charter capital within the legally required timeframe.

Open a Corporate Bank Account in Vietnam

All companies operating in Vietnam must open a business bank account with a licensed commercial bank in Vietnam.

• This account is used for daily business transactions, salary payments, and tax obligations.

• You will need to provide the Enterprise Registration Certificate (ERC), legal representative’s documents, and office lease agreement to open the account.

For Foreign-Owned Companies: Capital Account is Required

If your company has any foreign ownership, you must also open a foreign direct investment (FDI) capital account.

• This specialized bank account is used exclusively for receiving investment capital from abroad and transferring funds such as profits, dividends, and capital repatriation.

• The FDI capital account must be opened before transferring any capital into Vietnam, and all transactions must comply with Vietnam’s foreign exchange regulations.

Deposit of Charter Capital in Vietnam

According to Vietnamese law, companies must fully contribute their registered charter capital within 90 days from the date of issuance of the ERC.

• The capital must be deposited into the business bank account (or capital account for foreign investors).

• Failure to contribute charter capital on time may result in administrative penalties or even forced adjustment of registered capital.

Opening a corporate bank account and depositing charter capital in Vietnam is a key legal requirement for newly registered businesses. Green NRJ can guide you through banking procedures and compliance with foreign investment regulations to ensure a smooth setup.

Step 6: Obtain Business Licenses and Special Permits

The next important step is to secure any additional business licenses or special permits required for your specific industry in Vietnam. These licenses are mandatory before starting actual operations and vary depending on your business activities.

Which Businesses Need Additional Licenses in Vietnam?

Many sectors in Vietnam require one or more operational licenses or certificates to legally function. Below are common examples:

• Retail Business License
  Required for foreign-invested companies planning to engage in retail sales of goods in Vietnam. This license is issued by the Department of Industry and Trade (DOIT) and requires an evaluation of economic needs, compliance, and physical retail space.

• Food and Beverage (F&B) License – Food Safety Certificate
  Businesses involved in restaurants, cafes, food production, or catering must apply for a Food Safety and Hygiene Certificate. This certificate is issued by the Ministry of Health or relevant local departments.

• Import-Export Business – Customs Code Registration
  Companies involved in importing and exporting goods must register with Vietnam Customs and obtain a customs code. Additional documentation may include special permits for restricted or regulated items (e.g., cosmetics, food, machinery).

• E-commerce Business License
  Online platforms and marketplaces must register with the Ministry of Industry and Trade (MOIT) to obtain an E-commerce Website Notification Certificate or E-commerce Trading Floor License, depending on the business model.

Penalties for Operating Without a Business License

Operating in Vietnam without the required business licenses can result in administrative fines, forced suspension, or even business license revocation. It is crucial to verify all sector-specific licensing requirements before launching operations.

Securing the proper business licenses and permits in Vietnam is a key step to ensure legal compliance and avoid regulatory issues. Green NRJ provides full-service support to help businesses identify licensing needs, prepare documentation, and complete registration quickly and efficiently.

Step 7: Register Employees and Comply with Labor Laws

If your company plans to hire local or foreign employees in Vietnam, it is essential to comply with all Vietnamese labor regulations. This includes employee registration, labor contracts, social insurance, and work permit requirements for foreign staff.

1. Register Employees with the Social Insurance Authority

All employers in Vietnam are legally required to register their employees with the Vietnam Social Security (VSS) agency.

• Mandatory contributions include social insurance, health insurance, and unemployment insurance.

• Registration must be completed within 30 days from the employee’s official start date.

• Employers are responsible for withholding contributions from employee salaries and paying the employer portion monthly.

2. Sign Legal Labor Contracts

Vietnamese labor law requires that all employment relationships be governed by written labor contracts (except short-term jobs under 1 month).

• Contracts must clearly state job descriptions, salary, working hours, benefits, and termination clauses.

• Contracts must be signed before the employee begins work and are typically categorized as:

  • Definite-term contracts (up to 36 months)

  • Indefinite-term contracts

3. Work Permits for Foreign Employees in Vietnam

If you hire foreign workers, you must ensure they have valid Work Permits or Work Permit Exemptions issued by the Department of Labor, Invalids and Social Affairs (DOLISA).

Note: In Ho Chi Minh City, due to administrative restructuring in 2025, DoLISA has been merged into the Department of Home Affairs. Therefore, work permit applications in HCMC are now handled by the Department of Home Affairs. In other provinces, DoLISA remains the responsible authority.

• Common documents required include a criminal background check, health certificate, university degree, and proof of experience.

• Work permit processing time is usually 10–15 working days if all documents are complete and accurate.

Registering employees and complying with Vietnam’s labor laws is critical to avoiding penalties and ensuring a legal and sustainable business operation. Green NRJ can assist your company with labor registration, payroll setup, and applying for work permits for foreign staff.

Step 8: Launch Operations and Maintain Compliance

Congratulations — your company is now officially registered in Vietnam! However, to run your business smoothly and avoid legal or financial risks, you must continue to maintain compliance with Vietnamese laws and regulations.

1. Issue Value-Added Tax (VAT) Invoices and File Taxes Accurately

Once operations begin, your company is required to:

• Issue electronic VAT invoices (e-invoices) for all taxable transactions.

• File monthly or quarterly tax reports, including:

  • Value-Added Tax (VAT)

  • Corporate Income Tax (CIT)

  • Personal Income Tax (PIT) for employees

• Submit annual financial statements and independent audit reports (if applicable) to the tax authority and Department of Planning and Investment.

Failing to issue invoices or submit tax declarations on time can result in fines or legal action.

2. Maintain Proper Accounting Records in Vietnam

According to Vietnamese law, foreign-owned companies must:

• Use the Vietnamese Accounting System (VAS)

• Retain accounting records, contracts, and transaction documents for a minimum of 10 years

• Hire a certified accountant or accounting service provider to ensure accurate bookkeeping and compliance with financial regulations

3. Renew Business Licenses and Stay Updated with Legal Requirements

Some industries require annual renewal of specific business licenses or operational permits (e.g., food safety certificates, retail business licenses). Additionally:

• Monitor changes in local and national business laws

• Comply with updates from tax, labor, customs, and investment authorities

• Ensure that corporate documents (e.g., company charter, ownership records) remain updated and valid

Maintaining legal compliance after launching your business in Vietnam is essential for long-term success and avoiding regulatory penalties. Green NRJ offers ongoing support with tax reporting, accounting, license renewals, and legal advisory services to keep your business fully compliant.

Estimated Timeline for Company Setup in Vietnam

Understanding the expected timeline for registering a company in Vietnam is crucial for planning your business launch efficiently. The setup duration may vary depending on the type of ownership, business activities, and whether special permits or licenses are required.

1. Vietnamese-Owned Company

• Estimated Timeframe: 7–10 working days

• These companies benefit from a faster registration process due to fewer regulatory approvals.

• Steps typically include: enterprise registration, tax code issuance, company seal, and digital signature setup.

2. Foreign-Owned Company

• Estimated Timeframe: 2–4 weeks

• Foreign investors must first obtain an Investment Registration Certificate (IRC) before applying for the Enterprise Registration Certificate (ERC).

• The process may take longer if your business operates in a conditional sector or requires specialized licenses (e.g., import-export, education, healthcare, fintech).

Note: Delays can occur if documents are incomplete, translations are incorrect, or if the registered office address does not meet legal requirements.

Green NRJ provides full support to speed up the company formation process in Vietnam — from preparing documents to obtaining all necessary licenses.

Why Choose Vietnam for Your Business?

• Fast-growing economy with business-friendly policies
• Strategic location for trade in Southeast Asia
• Competitive labor costs and skilled workforce
• Attractive investment opportunities for foreign businesses

FAQs About Start a Business in Vietnam

1. Can foreigners own 100% of a company in Vietnam?

Yes, in most sectors, foreigners can own 100% of a company in Vietnam. However, certain industries, such as retail, broadcasting, and defense, may have ownership restrictions or require a Vietnamese partner. Always check the regulations for your specific industry before proceeding.

2. What is the minimum capital required to start a business?

There is no fixed minimum capital for most businesses in Vietnam. However, the registered capital should align with the scale and nature of your business activities. Certain industries, like real estate, banking, or insurance, may impose higher capital requirements. It’s essential to determine the capital based on your business needs and compliance with local laws.

3. How long does it take to set up a business in Vietnam?

The timeline for setting up a company in Vietnam typically varies:

• Vietnamese-owned companies: 7–10 working days

• Foreign-owned companies: 2–4 weeks, depending on the required documents and industry-specific licenses. The process may take longer if Investment Registration Certificates (IRC) or special permits are needed.

4. Do I need a physical office in Vietnam to register my business?

Yes, a legal business address is required for company registration in Vietnam. The address must be a commercial office space and cannot be a residential address. Having a valid office is essential for completing the registration process and meeting regulatory requirements.

5. What common mistakes should I avoid when starting a business in Vietnam?

Avoiding common business registration mistakes is crucial to ensure a smooth startup process. For detailed guidance on typical errors and how to prevent them, check out this helpful article: Business Registration in Vietnam: Avoid Mistake.

Are you ready to start your business in Vietnam? Schedule a free consultation with our experts today!

By following these 8 essential steps, you can smoothly launch your business in Vietnam and position it for success in one of Asia’s most promising markets.

 

Related Articles:

• Establishing a Representative Office in Vietnam: A Step-by-Step Guide for Foreign Companies
• Understanding Charter Capital for Companies in Vietnam (2025)
• Comprehensive Guide to Business Taxes in Vietnam (2025)