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Business Registration in Vietnam: 5 Mistakes to Avoid
March 5, 2025
Complete Guide to Cosmetic Product Registration in Vietnam
March 6, 2025
Vietnam continues to rise as one of Asia’s most attractive investment destinations. With its young workforce, competitive manufacturing costs, and a growing middle-class consumer market, the country draws both small entrepreneurs and multinational corporations. However, the opportunity comes with legal complexity. To operate successfully, foreign investors must understand and comply with Vietnam’s company registration process.
This article outlines the eight essential steps to start a business in Vietnam in 2025, based on the Law on Investment 2020 (amended by Law No. 90/2025/QH15), the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15), and related guiding decrees.
Step 1: Choose the Right Business Structure
The first step in setting up a business in Vietnam is selecting the appropriate legal form. A limited liability company (LLC) is the most common choice for small and medium-sized enterprises, offering flexibility and allowing 100 percent foreign ownership. For larger projects and fundraising plans, a joint stock company (JSC) is often preferred, as it requires at least three shareholders and provides a structure for issuing shares.
Some investors prefer lighter entry options. A representative office allows foreign companies to study the market and liaise with partners but prohibits revenue-generating activities. A branch office, on the other hand, can conduct commercial operations but leaves liability with the parent company. Each model has distinct implications for management, taxation, and liability, making this step one of the most critical in the process.
Step 2: Prepare the Necessary Documents
After choosing the business structure, the next step is to prepare the registration file. This is a mandatory condition to apply for two key licenses: the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
The basic dossier includes:
- Application for Enterprise Registration: On the form provided by the Business Registration Office under the Department of Finance (or the Department of Planning and Investment, depending on local regulations), clearly stating the company name, legal representative, charter capital, head office address, and business lines.
- Company Charter (Articles of Association): Defines the organizational structure, rights and obligations of members/shareholders, decision-making mechanisms, and profit sharing.
- List of Members or Founding Shareholders: With personal or corporate information.
- Legal Documents of the Investor:
- For individuals: Notarized copy of passport/ID card.
- For organizations: Consularly legalized copies of the business registration certificate, company charter, and power of attorney.
- Lease Agreement: To prove a legal head office address in Vietnam.
- Beneficial Owner (BO) Information (per the amended Law on Enterprises 2025 & Decree No. 168/2025/ND-CP):
- An individual who directly or indirectly owns ≥ 25% of the charter capital or ≥ 25% of the total voting shares; or an individual who holds control over key decisions (e.g., appointing/dismissing the legal representative, amending the charter, organizational changes, dissolution).
- Upon establishment, the enterprise must declare its beneficial owner(s) to the provincial business registration authority.
Step 3: Register Your Business and Obtain an Enterprise Registration Certificate (ERC)
With documents ready, the application is submitted to the Business Registration Office (under the Department of Finance – DOF) in the province of operation.
Note: As part of the nationwide administrative merger (guided by Official Letter No. 05/CV-BCĐTKNQ18), the Department of Planning and Investment (DPI) has merged into the Department of Finance (DOF). Therefore, the Business Registration Office is now managed by the DOF.
The ERC formally establishes the company’s legal existence. Domestic investors usually receive approval within 7–10 working days, while foreign investors may wait several weeks due to the need for prior IRC approval.
The ERC marks a turning point: from this moment, the business is officially recognized by Vietnamese law, enabling it to move forward with tax registration and operational setup.
Step 4: Obtain Tax Registration, Company Seal, and Digital Signature
Tax registration is a fundamental step. Every company must obtain a Tax Identification Number (TIN) and register for value-added tax. At the same time, businesses create and register their official seal, which is required for contracts and legal documents.
Equally important is the digital signature, used for filing tax returns and issuing electronic invoices. Vietnam has increasingly digitized its tax system, making this step essential for smooth operations.
Step 5: Open a Corporate Bank Account and Deposit Charter Capital
Financial compliance follows quickly after incorporation. Companies must open a corporate bank account in Vietnam. Foreign-owned entities are also required to establish a capital account for investment inflows and profit repatriation.
Charter capital—the amount registered in the incorporation documents—must be fully contributed within 90 days of ERC issuance. Failure to meet this deadline may lead to fines or complications in later financial reporting.
Step 6: Obtain Business Licenses and Special Permits
Not all businesses can begin operations with only an ERC. Depending on the industry, special licenses may be necessary. A retail business license is mandatory for trading companies, while food safety certification is essential for restaurants and food service providers. Importers and exporters must register with customs, and e-commerce platforms must apply for online trading permits.
These additional requirements highlight why careful planning is critical. Understanding the regulatory environment of one’s industry can save significant time and resources.
Step 7: Register Employees and Comply with Labor Laws
Labor compliance is another cornerstone of doing business in Vietnam. Employers must register their workforce with the Vietnam Social Security (VSS) system and ensure that all labor contracts comply with Vietnamese law. Contracts may be for a definite or indefinite term but must always be in writing.
Foreign staff bring additional requirements. Every expatriate employee must obtain a valid work permit or exemption. Note: As part of the nationwide administrative merger (guided by Official Letter 05/CV-BCĐTKNQ18), the Department of Labor, Invalids and Social Affairs (DOLISA) has merged into the Department of Home Affairs (DOHA). Therefore, these applications are now processed by the DOHA.
Step 8: Launch Operations and Maintain Compliance
Once licenses, banking, and staffing are in place, the company can officially launch operations. But compliance does not end here. Businesses must issue electronic invoices, submit monthly and quarterly tax declarations, and maintain financial records according to the Vietnamese Accounting Standards (VAS). Sector-specific licenses may need renewal, and any changes to company information must be promptly updated with the authorities.
Failure to maintain compliance can lead to penalties, audits, or even suspension of business activities. Ongoing diligence is therefore essential for long-term success.
Conclusion- Start a business in Vietnam
Setting up a company in Vietnam %currentyear% is an exciting opportunity, but it requires careful planning and strict compliance with local laws. By following these 8 steps to start a business in Vietnam—from choosing your entity and securing the IRC/ERC to managing taxes, banking, labor, and licenses—you can confidently launch and grow your enterprise.
👉 If you want to save time and avoid unnecessary delays, Green NRJ is here to help. Our team specializes in business setup in Vietnam, offering end-to-end support from legal registration and licensing to compliance and staffing. Contact Green NRJ today to start your business in Vietnam smoothly and successfully.
How long does it take to set up a company in Vietnam?
1. 100% Vietnamese-owned Company
- Time: Approx. 7-10 working days.
- The process is faster as it doesn’t require as many approvals.
- Main steps: Business registration, get TIN, make a seal, and register a digital signature.
2. Foreign-Invested Company (FDI)
- Time: Approx. 35-40 working days.
- It is mandatory to obtain the Investment Registration Certificate (IRC) before applying for the Enterprise Registration Certificate (ERC).
- It may take longer if operating in conditional sectors (e.g., import/export, education, healthcare, fintech) or if the file is incomplete, poorly translated, or the office address is non-compliant.
