Is Consulting a Conditional Business Sector in Vietnam?
If you are looking to start a consulting company in Vietnam, the good news is that most general consulting services are not considered conditional business sectors. 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 many other restricted industries.
However, certain specialized consulting services, such as construction consulting, engineering consulting, or legal consulting, are classified as conditional sectors. This means businesses must meet additional requirements, including professional qualifications or certifications and sector-specific licenses issued by Vietnamese authorities.
To ensure your consulting activities comply with local regulations, it is essential to review Decree 31/2021/NĐ-CP and its latest amendment, Decree 239/2025/NĐ-CP, before starting the business registration process in Vietnam.
Types of Consulting Services Open for Foreign Investors in Vietnam
Foreign investors planning to start a consulting business in Vietnam can fully own several types of consulting services without needing local partners or special licenses. Here’s a detailed breakdown of each type:
Management consulting involves providing advice to businesses on how to improve their overall operations, strategy, and organizational structure. Companies in this sector help clients optimize processes, develop long-term business plans, and solve operational challenges. This is one of the most common and accessible consulting areas for foreign investors in Vietnam.
Investment consulting supports businesses and investors in planning their investments, understanding the Vietnamese market, and complying with local regulations. Consultants provide guidance on market entry strategies, risk management, and financial planning. This sector is particularly attractive for foreign investors looking to guide clients in navigating Vietnam’s business environment.
Human Resources (HR) consulting focuses on managing people and workforce strategies. Services may include designing HR policies, creating talent development programs, improving performance management systems, and advising on employee engagement. If a company also provides direct recruitment or headhunting services, additional licensing may be required, but general HR advisory is open for full foreign ownership.
Marketing consulting helps businesses develop their brand, plan advertising campaigns, and create digital marketing strategies. Consultants advise on market research, social media campaigns, content strategy, and promotion planning. This sector is easy for foreign investors to enter and does not have restrictions on ownership.
Financial advisory services include advising companies on budgeting, financial planning, business valuation, and corporate finance strategies. These services are allowed as long as they do not extend into regulated areas like banking, insurance, auditing, or securities. Foreign investors can fully own businesses offering general financial consulting.
By focusing on these consulting services, foreign investors can establish a fully owned business in Vietnam and operate freely in sectors that are open to international participation, making them ideal entry points into the Vietnamese market.
Key Conditions to Set Up a Consulting Business in Vietnam for Foreign Investors
Foreign investors planning to start a consulting business in Vietnam must meet several important requirements to ensure a smooth registration process and legal compliance. While Vietnamese law does not set a fixed minimum capital for consulting services, the Department of Finance evaluates whether the proposed capital is reasonable for the intended scale of operations.
In practice, a capital of USD 10,000 to USD 15,000 is considered sufficient for effective operations, although some businesses may be accepted with a minimum of USD 3,000 to USD 5,000 depending on the business plan and type of consulting services. Ensuring adequate capital is a crucial step for obtaining registration certificates and supporting successful business operations.
A valid business address is also mandatory, which can be either a physical office or a legally registered virtual office. Residential properties cannot be used for foreign-invested consulting companies, and the office must be located in a building approved for office or commercial use. Some co-working spaces may be rejected if the building’s permit does not include “office” as an allowed function. It is highly recommended to verify the eligibility of the office address with the local investment registration authority before submitting registration documents, as a proper address is essential for obtaining both the Investment Registration Certificate and the Enterprise Registration Certificate.
Additionally, every foreign-owned consulting company must appoint at least one resident legal representative. This person can be the foreign investor themselves if they reside in Vietnam, or a locally hired representative with a valid Vietnamese address.
The legal representative is responsible for ensuring the company complies with all regulations and may have personal tax obligations, such as paying Personal Income Tax on their salary. Appointing a resident legal representative is a mandatory step for setting up a 100% foreign-owned consulting company in Vietnam.
Step-by-Step Guide to Set Up a Consulting Business in Vietnam
Starting a consulting company in Vietnam requires several key steps to ensure legal compliance and a smooth registration process for foreign investors. The first step is to apply for an Investment Registration Certificate (IRC). The IRC is mandatory for any foreign investor planning to establish a consulting business in Vietnam and is issued by the provincial investment registration authority, such as the Department of Finance.
Applicants typically need to submit a legalized investor profile, a declaration of charter capital, a detailed business plan including office location, proof of financial capacity such as recent bank statements, a certified lease agreement or virtual office contract, and a commitment to comply with Vietnamese laws. Obtaining the IRC is a critical step in the registration process and usually takes around 15 to 20 working days.
After the IRC is granted, the next step is to apply for the Enterprise Registration Certificate (ERC), which legally authorizes the company to operate in Vietnam. The ERC application generally includes a completed registration form, the company charter, a list of members or shareholders, and the appointment document of the legal representative. In addition, under Vietnam’s updated enterprise regulations effective from July 1, 2025, the ERC application must include information on the company’s Ultimate Beneficial Owners (UBOs).
This requires submitting a “List of Ultimate Beneficial Owners” and a “Declaration of Information to Identify UBOs.” The company must also commit to updating the UBO information if there are any changes and retain the UBO records for the required period. The ERC is typically issued within 5 to 10 working days after submission, completing the official registration process. Successfully obtaining both the IRC and ERC, including the UBO declaration, ensures that foreign investors can legally and effectively operate their consulting business in Vietnam.
Post-Incorporation Compliance for Consulting Businesses in Vietnam
After successfully establishing a consulting company in Vietnam, foreign investors must fulfill several post-registration requirements to ensure legal operation and smooth business activities. The process begins with registering for the electronic invoice system, which is mandatory for all businesses, followed by obtaining the company seal and digital signature, both essential for signing official documents and conducting transactions.
At the same time, the company must register for a tax code and Value Added Tax (VAT) with the local tax authorities. Within 90 days of receiving the Enterprise Registration Certificate (ERC), a corporate bank account must be opened and the charter capital deposited in compliance with legal requirements. Shortly after, initial tax declarations and the business license tax payment should be submitted within 30 days of ERC issuance to fully meet tax obligations.
While hiring staff and setting up a physical office is optional, doing so facilitates smoother operations. If employees are engaged, labor contracts must be registered and social insurance contributions made to comply with Vietnamese labor regulations. In addition, foreign-owned consulting companies are required to submit quarterly and annual financial reports to the tax authorities to maintain proper corporate governance and ongoing compliance.
By completing these post-incorporation steps, foreign investors can operate their consulting business in Vietnam efficiently while fully meeting all statutory obligations and ensuring long-term legal and operational stability.
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.
| Tax Type | Rate |
|---|---|
| Corporate Income Tax (CIT) | 15%, 17% or 20% depending on annual revenue under the 2025 Corporate Income Tax Law. |
| Value-Added Tax (VAT) | 8% (temporary reduction until 31 Dec 2026), normally 10% |
| Business License Tax | VND 2–3 million per year |
| Personal Income Tax (PIT) | Progressive rates applicable to individuals |
Additional Tax Considerations
Foreign investors operating a consulting business in Vietnam should be aware of several important tax obligations. Social insurance is mandatory if the company hires employees, covering social, health, and unemployment insurance in compliance with Vietnamese labor regulations. For foreign consultants providing services from overseas, the Foreign Contractor Tax (FCT) may apply, adding an additional layer of tax planning considerations.
Regarding Value Added Tax (VAT), most consulting and professional services benefit from a reduced rate of 8%, with exceptions for sectors such as finance, banking, real estate, and IT. This temporary VAT reduction has been extended through 31 December 2026 under Decree 174/2025/NĐ-CP, implementing Resolution 204/2025/QH15. Proper awareness and compliance with these tax requirements are essential for efficient financial management and legal operation of a foreign-owned consulting company in Vietnam.
Conclusion
Setting up a consulting business in Vietnam is straightforward, offering foreign investors full ownership and a clear registration roadmap. Success requires careful planning, choosing the right legal entity, and appointing a qualified resident legal representative. To avoid delays, ensure all documentation, office addresses, and tax obligations—including labor contracts and social insurance—are fully compliant.
Contact Green NRJ today to get expert support in setting up your consulting business in Vietnam, from legal registration to post-licensing assistance.
