How to Start a Business in Vietnam

Introduction

Start a business in Vietnam remains a topic of strong interest among foreign investors in 2026, as the country continues to demonstrate stable economic growth, competitive costs, and a strategic position in Asia. At the same time, the process for establishing an FDI enterprise has become more demanding, particularly in terms of document transparency and compliance with regulations on investment, taxation, and foreign exchange. Without proper preparation from the outset, investors may face delays or unnecessary legal risks.

In this article, Green NRJ will provide step-by-step guidance to help you understand the process of establishing a business in Vietnam in accordance with current regulations.

Choosing the right business structure

From the very first step, investors need to clearly define their long-term goals to choose the appropriate business type. This is not just a legal formality; it directly affects operations, profit distribution, and legal liability.

For small and medium-sized businesses, a limited liability company (LLC) is often preferred due to its flexibility, streamlined management structure, and the ability for foreign investors to hold 100% ownership. On the other hand, a joint-stock company (JSC) is more appropriate for projects that plan to raise capital or scale up, as it allows for share issuance and requires at least three shareholders.

Alternatively, foreign companies that are not yet ready for full investment may start with a representative office to conduct market research, or establish a branch to carry out business activities while remaining legally dependent on the parent company. Making the right choice at this stage helps avoid restructuring later on.

Preparing a complete application dossier

Once the appropriate business structure has been determined, the next step is to prepare the registration dossier. A complete dossier goes beyond standard administrative forms; it must clearly reflect the company’s structure and intended business activities. The application should include key information such as the company name, registered address, charter capital, business lines, and legal representative.

The company charter serves as the operational framework, defining the rights and obligations of members or shareholders, decision-making mechanisms, and profit distribution. In addition, a list of members or founding shareholders must be provided together with valid legal documentation.

For individual investors, a notarized copy of valid identification documents (such as a passport or equivalent) must be submitted, along with documents evidencing financial capacity, such as a bank balance confirmation or account statement.

For institutional investors, documents issued by foreign authorities or organizations—such as the Certificate of Incorporation, documents evidencing financial capacity, and other relevant papers—must be consular legalized in accordance with Vietnamese law before being used in Vietnam.

A notable requirement under current regulations is the disclosure of beneficial ownership information. The company must identify any individual holding 25% or more of the charter capital or otherwise exercising ultimate control over key decisions. This requirement is intended to enhance transparency and mitigate risks in business operations.

Submitting applications and obtaining licenses

For foreign-invested enterprises, the registration process is carried out in two separate stages.

First, investors must apply for an Investment Registration Certificate (IRC) with the investment authority under the Department of Finance where the project is to be located. At this stage, authorities will assess factors such as project objectives, business lines, capital scale, and location. If the application meets the requirements and aligns with planning regulations, the IRC will be granted, allowing the investor to proceed with the project in Vietnam.

After obtaining the IRC, the company must apply for an Enterprise Registration Certificate (ERC) to officially establish the legal entity. This application is submitted to the business registration authority under the Department of Finance.

Only after completing both steps is the FDI company fully recognized, with the legal capacity to conduct business operations and implement its investment project.

Tax registration, company seal, and digital signature

Once the company is established, it must complete tax-related procedures to ensure lawful operation.

Registering for a tax identification number is mandatory, as it forms the basis for fulfilling tax obligations. The company also needs to obtain a corporate seal for use in official documents and transactions.

In today’s digital environment, a digital signature is essential. With electronic tax filing and e-invoicing widely adopted, a digital signature enables businesses to submit tax declarations, make payments, and issue invoices efficiently and accurately.

Opening bank accounts and contributing charter capital

After completing the initial legal procedures, the company should promptly open bank accounts for financial operations.

Foreign-invested enterprises are typically required to open a Direct Investment Capital Account (DICA) with a licensed bank in Vietnam to receive capital contributions from overseas investors in compliance with foreign exchange regulations. In addition, a separate current account is needed for day-to-day transactions.

Regarding capital contribution, the company must fully contribute its charter capital within 90 days from the date of issuance of the ERC, unless otherwise specified by international treaties or sector-specific regulations. Contributions must be made in accordance with the registered form of capital, with bank transfers being the most common method for cash contributions.

Failure to contribute capital on time or in compliance with account regulations may result in administrative penalties, mandatory adjustments to charter capital, and complications in tax, audit, or profit remittance procedures later on.

Obtaining sector-specific licenses (if applicable)

Not all businesses can commence operations immediately after registration. Under Vietnamese law, companies operating in conditional business sectors must satisfy specific requirements and obtain relevant sub-licenses before starting operations.

For foreign-invested enterprises, these requirements are often stricter. For example, companies engaged in retail distribution must obtain a Business License. If they plan to establish retail outlets, additional permits may be required depending on the scale and location.

In the food sector, companies must secure a Certificate of Food Safety Eligibility before manufacturing or trading food products. For e-commerce, businesses must notify or register their websites or platforms with the relevant authorities prior to official operation.

Identifying applicable conditions and preparing the necessary documentation from the outset helps avoid situations where a company is established but unable to operate legally.

Labor compliance and employment regulations

When hiring employees, companies must comply with Vietnamese labor laws. All employment relationships must be formalized through written labor contracts, clearly defining the rights and obligations of both parties.

Employers are also required to register for and contribute to social insurance for their employees. This is a mandatory obligation and plays a key role in protecting employee welfare.

For foreign employees, work permits must be obtained unless exemptions apply. These procedures are currently handled by the Department of Home Affairs following recent administrative restructuring.

Ongoing compliance and business operations

After completing the initial setup, the company can officially begin operations. However, compliance is an ongoing responsibility.

Businesses must file tax declarations on a monthly or quarterly basis, issue electronic invoices, and maintain accounting records in accordance with Vietnamese standards. In addition, any sector-specific licenses must be monitored and renewed when necessary.

Any changes to company information—such as address, capital, or legal representative—must be promptly updated with the relevant authorities. Maintaining full compliance not only reduces legal risks but also supports sustainable growth.

Timeline for company incorporation

The time required to establish a company in Vietnam depends on the business type and investment factors. For foreign-invested enterprises, the process typically takes around 30 working days. This timeline may be extended if the dossier is incomplete or if the business operates in a conditional sector.

Conclusion

Establishing a company in Vietnam is more than a legal procedure—it is the foundation for long-term business success. By understanding each stage, from document preparation and licensing to operation and compliance, businesses can minimize risks and optimize performance.

If you are looking for a reliable partner to handle the entire process and ensure full compliance from the start, Green NRJ is ready to assist. With practical experience and a dedicated team, Green NRJ helps you save time and costs while confidently building your business in Vietnam.