How to Set Up a Consulting Business in Vietnam (2025): Legal Requirements & Step-by-Step Guide

Is Consulting a Conditional Business Sector in Vietnam?

If you’re wondering how to start a consulting company in Vietnam, the good news is that general consulting services are not classified as conditional business lines. According to the Law on Investment No. 61/2020/QH14, foreign investors can establish a consulting firm in Vietnam without the need for local partners, professional licenses, or special permits—unlike other restricted sectors.

However, certain technical consulting services such as:

• Construction consulting

• Engineering consulting

• Legal consulting

are categorized as conditional sectors, which means they are subject to additional licensing requirements, such as:

• Professional qualifications or certifications

• Sector-specific licenses issued by Vietnamese authorities

Tip: Always consult Decree 31/2021/NĐ-CP to verify whether your consulting activity is conditional before starting the Vietnam business registration process.

Types of Consulting Services Allowed for Foreign Investors in Vietnam

When planning to set up a consulting business in Vietnam, foreign investors must understand which consulting sectors permit 100% foreign ownership. According to Vietnamese law and commitments under the WTO, the following consulting fields are open for foreign investors to fully own and operate without requiring joint ventures with local partners.

1. Management Consulting

Companies offering management consulting services provide strategic, operational, and organizational advice to both domestic and international clients. This sector is widely accessible and does not require specific consulting business licenses in Vietnam.

2. Investment Consulting

Investment consulting services support investors in market entry strategies, regulatory compliance, and investment planning. This field is a major part of the foreign investment in Vietnam consulting sector and remains open to full foreign ownership.

3. Human Resources Consulting

Human resources consulting covers recruitment advisory, talent development, and performance management services. This sector has seen significant growth among foreign-owned consulting businesses in Vietnam, driven by the increasing demand for skilled labor solutions.

4. Marketing Consulting

Marketing consulting includes brand development, digital marketing, and advertising strategies. It is among the most accessible consulting company types in Vietnam, with no licensing or partnership restrictions.

5. Financial Advisory (Non-Banking)

Financial advisory services involve corporate finance consulting, budgeting, forecasting, and business valuation, provided they do not extend into banking, auditing, or insurance services—these latter fields are conditional sectors.

These consulting services are not classified as conditional business lines under Vietnamese investment regulations, meaning they:

• Do not require partnerships with local companies

• Do not require specialized consulting business licenses in Vietnam

• Comply with Vietnam’s WTO commitments

Legal Entity Options for Foreign Investors to Set Up a Consulting Business in Vietnam

When considering how to start a consulting company in Vietnam, foreign investors have several legal entity choices under the Vietnam Enterprise Law (Law on Enterprises No. 59/2020/QH14) that align with legal requirements to open a business in Vietnam.

Limited Liability Company (LLC)

The LLC is the most popular and flexible entity type for business setup in Vietnam for foreigners. It allows up to 50 members and suits small to medium-sized consulting firms. This structure simplifies management while providing liability protection, making it a preferred option when establishing a consulting firm in Vietnam.

Joint Stock Company (JSC)

A JSC requires a minimum of three shareholders and is more suitable for larger consulting ventures or those planning to raise capital through shareholders. This option is ideal for investors seeking to expand within the foreign investment in Vietnam consulting sector.

Ownership Structure

Foreign investors can own up to 100% of the capital, enabling the process of setting up a 100% foreign-owned consulting company in Vietnam. Alternatively, forming a joint venture with local partners remains an option depending on the business strategy and sector-specific regulations.

Key Conditions to Set Up a Consulting Business in Vietnam

When planning how to start a consulting company in Vietnam, foreign investors must meet several important conditions to comply with the legal requirements to open a business in Vietnam and ensure smooth consulting company registration in Vietnam.

1. Capital Investment

Vietnamese law does not impose a fixed minimum capital requirement for consulting services. However, the Department of Planning and Investment (DPI) evaluates whether the proposed capital is reasonable for the intended business scale.

• Recommended capital range: USD 10,000 – USD 15,000, which is considered safe for effective operations.

• Minimum accepted in practice: USD 3,000 – USD 5,000, depending on the business plan and consulting company type.

Ensuring adequate capital is a key step in the Vietnam business registration process and vital for a successful business setup in Vietnam for foreigners.

2. Business Address

A valid business address is mandatory. This can be either a physical office or a virtual office with a registered location in Vietnam.

• Residential addresses are strictly prohibited for setting up a business in Vietnam as a foreigner.

• The office space must meet licensing requirements; some shared working spaces or co-working offices may be rejected based on local DPI regulations.

• It is advisable to verify the office location’s eligibility with the local DPI before submitting the registration dossier.

This requirement is essential for obtaining a consulting business license in Vietnam and completing the consulting company registration in Vietnam.

3. Resident Legal Representative

Every foreign-owned consulting business in Vietnam must appoint at least one resident legal representative. This individual can be:

• The foreign investor themselves, provided they reside in Vietnam

• A locally hired representative with a valid Vietnamese address

The legal representative is responsible for company compliance and may be subject to personal tax obligations such as Personal Income Tax (PIT) on salary. This condition aligns with the Vietnam enterprise law for consulting firms and is a mandatory step in the process of setting up a 100% foreign-owned consulting company in Vietnam.

Step-by-Step Guide to Registering a Consulting Company in Vietnam

This section outlines the essential steps for setting up a consulting business in Vietnam, focusing on the Vietnam business registration process tailored for foreign investors.

1. Choose the Appropriate Business Type

For foreign investment in Vietnam consulting sector, the most recommended entity is a 100% foreign-owned Limited Liability Company (LLC). This structure is preferred due to its simplicity in management, absence of a mandatory board of directors, and suitability for consulting operations. Selecting the right consulting company types in Vietnam is critical for compliance with the Vietnam enterprise law for consulting firms.

2. Apply for the Investment Registration Certificate (IRC)

An Investment Registration Certificate is mandatory for any foreign investor planning how to start a consulting company in Vietnam. The IRC is issued by the Department of Planning and Investment (DPI) of the province where the consulting firm will be headquartered.

Documents typically required include:

• Legalized investor profile

• Declaration of charter capital

• Proposed business plan and office location details

• Proof of financial capacity (such as recent bank statements)

• Certified lease agreement or contract for a virtual office

• Commitment to abide by Vietnamese laws (especially for conditional consulting sectors if applicable)

The IRC application is a critical step in the consulting company registration in Vietnam and usually takes around 15–20 working days for approval.

3. Apply for the Enterprise Registration Certificate (ERC)

Once the IRC is granted, the next step is to obtain the Enterprise Registration Certificate, which legally authorizes the company to operate in Vietnam.

Required documents for ERC application include:

• Completed registration application form

• Company charter

• List of members or shareholders

• Appointment document of the legal representative

The ERC is typically issued within 5–10 working days and is a prerequisite to officially establish a consulting firm in Vietnam.

6. Conditions to Open a Consulting Company

Here are the key conditions and practical notes for setting up a consulting business in Vietnam:

Capital Investment

• There is no legal minimum capital for consulting services. However, the DPI must see the proposed capital as reasonable for operation.
• Safe recommended capital: USD 10,000 – USD 15,000
• Minimum accepted in practice: USD 3,000 – USD 5,000

Business Address

• You must provide a physical or virtual office address in Vietnam. Residential addresses are not allowed.
• The office must be suitable for licensing; shared working spaces may be rejected depending on depending on local regulations. It is recommended to confirm with the local Department of Planning and Investment (DPI) before submitting your application.

Resident Legal Representative

• Every company must have at least one legal representative residing in Vietnam. This can be the foreign investor or a hired local person.
• The legal rep must have a valid address in Vietnam and may be subject to tax obligations (e.g., PIT on salary if paid).

Post-Incorporation Compliance for Consulting Businesses in Vietnam

After successfully setting up a consulting business in Vietnam, foreign investors must comply with important post-registration requirements to operate legally and smoothly in the Vietnam consulting sector.

Key Post-Incorporation Steps Include:

• Registering for the electronic invoice system in accordance with Decree 123/2020/NĐ-CP, which is mandatory for all businesses in Vietnam.

• Obtaining the company seal and digital signature, essential for official documents and transactions.

• Registering for a tax code and Value Added Tax (VAT) with the local tax authorities as part of the Vietnam business registration process.

• Opening a corporate bank account and depositing the charter capital within 90 days of receiving the Enterprise Registration Certificate (ERC), in compliance with the legal requirements to open a business in Vietnam.

• Filing initial tax declarations and submitting the business license tax payment within 30 days after the ERC issuance to meet tax obligations under Vietnamese law.

• Hiring staff and setting up an office, which is optional but recommended for a smooth business setup in Vietnam for foreigners.

• Registering labor contracts and social insurance if employees are hired, ensuring compliance with labor regulations under the Vietnam enterprise law for consulting firms.

• Submitting quarterly and annual financial reports to the tax authorities as part of ongoing compliance and good corporate governance.

These post-incorporation compliance steps are critical to maintaining a foreign-owned consulting business in Vietnam and fulfilling all statutory obligations under the Vietnam company setup guide.

Taxation Overview for Consulting Companies in Vietnam

Foreign investors planning to set up a consulting business in Vietnam must understand the key tax obligations under the Vietnam enterprise law for consulting firms and the Vietnam business registration process.

Additional Tax Considerations:

• Social Insurance is mandatory if the consulting company hires employees. Contributions cover social, health, and unemployment insurance, in compliance with Vietnamese labor laws.

• Foreign Contractor Tax (FCT) may apply to foreign consultants providing services from overseas, adding complexity to tax planning.

Important Note on VAT: The reduced VAT rate of 8% applies to most consulting and professional services, excluding sectors such as finance, banking, real estate, and IT. This temporary VAT reduction is effective through 30 June 2025, pursuant to Decree 180/2024/NĐ-CP.

Conclusion

Setting up a consulting company in Vietnam is a straightforward process with relatively few restrictions. Foreign investors benefit from full ownership rights, no strict minimum capital requirements, and a clear, step-by-step registration roadmap under the Vietnam enterprise law for consulting firms.

Success in business setup in Vietnam for foreigners requires careful preparation, including developing a solid business plan, selecting the appropriate legal entity, and appointing a qualified resident legal representative.

Since local procedures and requirements may vary by province, consulting the relevant Department of Planning and Investment (DPI) prior to submission is highly recommended to ensure compliance.

Delays in the Vietnam business registration process often result from incomplete documentation or business addresses that do not meet licensing standards.

Furthermore, effective tax planning and adherence to local regulations—particularly regarding labor contracts and social insurance—are critical to avoid fines and penalties.

👉 Need help registering your consulting company in Vietnam? Our team at Green NRJ is ready to assist with legal setup, tax registration, and post-licensing support.

Contact Green NRJ today to start the process and ensure smooth, compliant consulting company registration in Vietnam.