How to Set Up a Consulting Business in Vietnam (2026)

Is Consulting in Vietnam a Conditional Business Sector?

When researching investment procedures in Vietnam, many foreign businesses are concerned that consulting activities may require professional qualifications or special licenses. In practice, under the current provisions of the Law on Investment and its guiding regulations applicable through 2026, most common consulting activities such as management consulting, marketing consulting, or business strategy consulting are not classified as conditional business sectors for foreign investors.

This means that in many standard consulting fields, foreign investors are allowed to establish companies with up to 100% foreign ownership without being required to cooperate with a Vietnamese partner. Areas such as management consulting, investment consulting, marketing consulting, business strategy consulting, and HR consulting are currently relatively open to foreign investment.

However, not all consulting-related activities are treated equally under Vietnamese law. Certain specialized sectors, including legal consulting, construction consulting, and technical consulting, remain subject to separate industry-specific regulations. In these fields, businesses may need to obtain professional practicing certificates, meet personnel requirements, or secure additional operating licenses.

For this reason, before proceeding with company registration, businesses should clearly define their intended scope of activities to select the appropriate business lines from the beginning. This is a crucial step because incorrect industry codes or inaccurate business descriptions may result in repeated requests for amendments to the investment application.

Which Consulting Sectors Are Open to Foreign Investors?

After determining that consulting services are generally not restricted sectors, the next concern for many foreign businesses is identifying which consulting activities can legally be carried out in Vietnam.

Currently, business management consulting remains the most popular choice among foreign investors. Demand for this service category is growing rapidly as Vietnamese enterprises increasingly focus on operational restructuring, productivity improvement, and long-term strategic development. With international experience and advanced management expertise, foreign consulting firms often hold a clear competitive advantage in this market.

In addition, investment consulting has also become one of the fastest-growing sectors in recent years. As Vietnam continues to attract international capital flows, demand for advisory services related to investment environments, market entry strategies, risk assessment, and financial structuring has risen significantly. This presents major opportunities for consulting firms experienced in working with international clients.

Beyond these two common sectors, many foreign companies also choose to operate in HR consulting and marketing consulting. In HR consulting, businesses may provide services related to human resource management systems, performance evaluation, and talent development. Meanwhile, marketing consulting typically focuses on brand strategy, market research, and digital communications.

However, if a company plans to provide labor recruitment or executive search services, it must obtain additional sector-specific licenses in accordance with Vietnamese labor regulations.

Conditions to Set Up a Consulting Business in Vietnam in 2026

Although Vietnamese law does not impose a statutory minimum capital requirement for consulting services, this does not mean businesses can register an unrealistically low charter capital. In practice, investment registration authorities will still assess whether the registered capital is reasonable based on the company’s operational scale, business plan, and actual implementation capacity.

In reality, for a consulting company intending to operate professionally, many investors choose to register charter capital ranging from USD 10,000 to USD 15,000 to support office rental, staffing, and operational expenses during the initial stage. In smaller-scale cases, companies may still register lower capital if they can demonstrate a lean operating model with limited upfront investment needs.

In parallel with capital considerations, the company’s registered office address is also subject to careful review during the investment approval process. Foreign-invested companies are required to register their headquarters at buildings legally designated for office or commercial use. Residential apartment units are generally not accepted as company addresses.

Many investors today choose shared office models or virtual offices to optimize operational costs. However, not all locations meet the legal requirements for registering a foreign-invested company. Therefore, businesses should carefully verify the legal status of the building before signing any lease agreement to avoid complications during the licensing process.

In addition, the company must always maintain at least one legal representative residing in Vietnam or appoint an authorized representative in accordance with the Law on Enterprises when the legal representative leaves Vietnam. This individual will act on behalf of the company in matters relating to tax, labor, insurance, and dealings with state authorities throughout the company’s operations.

Procedures for Establishing a Foreign-Invested Consulting Company in Vietnam

To legally operate a consulting company in Vietnam, foreign investors must complete two major legal procedures: obtaining an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC).

Typically, the first step is preparing the application dossier for the Investment Registration Certificate. This is considered the most important stage because the investment authority will evaluate the overall feasibility of the project before approving the investor’s operations in Vietnam.

The application dossier generally includes legalized corporate documents, proof of financial capacity, a business plan, office lease information, and the proposed capital contribution structure. If the dossier is complete and compliant, the standard processing period is usually around 15 to 20 working days.

After obtaining the Investment Registration Certificate, the investor must proceed with company incorporation procedures to receive the Enterprise Registration Certificate. This step officially establishes the company’s legal entity status in Vietnam.

Under regulations applied from 2025 and continuing into 2026, enterprise registration dossiers must also include information regarding the ultimate beneficial owner. Authorities are reviewing this information more strictly in order to enhance transparency in foreign investment activities.

Only after both certificates are issued is the foreign-invested consulting company considered legally eligible to operate in Vietnam.

What Obligations Must Companies Fulfill After Licensing?

Many investors assume that once the company license is issued, the business can immediately begin operations without further procedures. In reality, however, the post-licensing stage involves a number of important legal obligations.

Immediately after receiving the Enterprise Registration Certificate, the company must register a digital signature and electronic invoices for tax declarations and financial transactions during operations. At the same time, the business must complete its initial tax registration procedures with the supervising tax authority.

One particularly important obligation for foreign-invested enterprises is capital contribution compliance. Within 90 days from the issuance date of the Enterprise Registration Certificate, the company must open a direct investment capital account and fully contribute capital in accordance with the registered commitment.

If the company fails to contribute capital on time or does not comply with contribution regulations, the authorities may impose administrative penalties or require adjustments to reduce the charter capital.

During operations, the company must also fulfill ongoing obligations such as periodic tax declarations, preparation of financial statements, and investment reporting in accordance with applicable regulations. For most foreign-invested enterprises, annual financial statements are required to undergo independent audit before submission to the tax authorities.

In addition, if the company hires employees, it must participate fully in all mandatory insurance programs for staff in compliance with Vietnamese labor laws.

Conclusion

Set up a consulting business in Vietnam in 2026 is becoming an increasingly attractive option for foreign investors thanks to a more transparent legal environment and the ability to own 100% foreign capital in most consulting sectors. However, to ensure a smooth investment process, businesses should properly prepare their application dossiers, select suitable business lines, and comply fully with all post-licensing legal obligations.

If your business requires assistance with establishing a consulting company in Vietnam, Green NRJ is ready to support the entire process, from legal consultation and investment documentation to completion of enterprise registration procedures, helping investors save time and operate in full compliance from the very beginning.