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How to Set Up Construction Company in Vietnam (2025)

Learn how to set up construction company in Vietnam with this complete 2025 guide, covering legal requirements, registration steps, and practical tips for success.

Vietnam’s construction industry is experiencing significant growth in 2025, driven by large-scale infrastructure development, strong public investment, and increasing foreign direct investment (FDI). This makes it an ideal time for both local and international investors to establish construction companies in Vietnam.

However, entering the market requires navigating multiple legal regulations, licenses, and compliance procedures. This comprehensive guide explains how to set up construction company in Vietnam, including business setup steps, licensing requirements, VSIC codes, tax obligations, and specific conditions for foreign-owned entities.

To legally operate a construction business in Vietnam, companies must comply with a set of core laws and updated regulations. As of 2025, the main legal instruments include:

  • Law on Construction No. 50/2014/QH13, amended by Law No. 62/2020/QH14

  • Law on Enterprises 2020 (No. 59/2020/QH14), as amended by Law No. 76/2025/QH15

  • Law on Investment 2020 (No. 61/2020/QH14), as amended by Law No. 90/2025/QH15

  • Decree No. 175/2024/NĐ-CP, latest regulation on construction management (replacing Decree 15/2021)

  • Circular 06/2021/TT-BXD (and its amendments), providing detailed classification of construction works.

Understanding and complying with these regulations is essential for both domestic and foreign investors when establishing construction companies in Vietnam.

Types of Construction Services Allowed for Registration

When establishing a construction company in Vietnam, businesses may register one or more construction service lines depending on their qualifications, resources, and strategic objectives. Under current Vietnamese regulations, civil construction works remain one of the most common categories. These services cover a wide range of activities, including the construction of residential buildings such as apartments, villas, townhouses, and condominiums, as well as industrial facilities like factories, warehouses, and logistics centers. Commercial developments, including office buildings, shopping malls, retail centers, and hotels, also fall under this service line and are in high demand across Vietnam’s rapidly developing urban areas.

In addition to civil works, many companies choose to participate in infrastructure development, a sector that continues to attract strong interest from both domestic firms and international EPC contractors. This category includes transportation infrastructure such as highways, roads, bridges, and tunnels, alongside essential utilities infrastructure like water drainage systems, sewer networks, telecommunications, and electric power grids. Companies may also engage in the construction of industrial infrastructure for economic zones, industrial parks, and export processing zones.

Mechanical and Electrical (M&E) installation is another key service line permitted in Vietnam. Firms specializing in this area are responsible for electrical systems involving power distribution, lighting, and fire alarm mechanisms, as well as mechanical systems including HVAC, elevators, pumps, and plumbing. Due to the technical nature of M&E works, businesses registering these services often require additional professional qualifications or licensed engineers to meet regulatory standards.

Many construction companies also expand into design consultancy and construction supervision. These services involve preparing architectural, structural, and technical designs for various types of buildings and infrastructure projects. Construction supervision ensures that works are executed in compliance with approved designs, quality benchmarks, and safety regulations. Because these services have a direct impact on project safety and performance, they typically require participation by licensed professionals holding valid construction practice certificates.

Finally, interior finishing and fit-out services represent a growing segment of the Vietnamese construction market, especially in commercial and high-end residential developments. These services include wall and ceiling construction, flooring installation, painting, and other surface treatments, as well as the installation of furniture, lighting systems, and decorative or branding elements. Interior fit-out firms frequently support projects for offices, retail spaces, hotels, and premium residential units.

Business Conditions for Construction Companies

To legally operate a construction company in Vietnam, investors must meet both general business requirements and specific technical conditions, particularly when offering licensed construction services. These obligations, outlined in Decree No. 175/2024/NĐ-CP, apply equally to domestic and foreign-owned construction enterprises.

In terms of general business conditions, companies must complete their business registration at the Business Registration Office under the provincial Department of Finance (DOF). A key prerequisite is securing a commercial office lease, as residential addresses are not accepted for company registration. In addition, the company must employ technically qualified personnel, typically engineers or managers holding degrees in civil engineering, architecture, mechanical and electrical (M&E) engineering, or construction management. Although not a strict legal requirement, a charter capital of at least VND 2 – 3 billion is strongly recommended, as it enhances corporate credibility, supports bidding activities, and meets the financial expectations of major construction projects.

Beyond these foundational requirements, companies intending to provide regulated construction services, such as architectural design, construction supervision, project execution, or M&E installation—must satisfy a set of specialized technical conditions. One of the most important is having at least one engineer or architect who holds a valid Construction Practice Certificate that corresponds to the company’s registered service activities. These certificates are divided into three levels: Level I, requiring at least seven years of experience and qualifying the holder to manage large-scale national or provincial projects; Level II, requiring five years of experience and applicable to medium-sized projects; and Level III, requiring three years of experience and suitable for small-scale works or interior construction.

Furthermore, the company’s legal representative or technical director must possess appropriate professional qualifications and relevant industry experience to oversee operations. To maintain eligibility, particularly for public or infrastructure projects, the enterprise must also demonstrate adequate technical capacity. This includes providing project references and execution experience, maintaining essential construction equipment and tools, and establishing internal quality assurance systems such as safety protocols and standardized workflow procedures. Collectively, these conditions ensure that construction businesses in Vietnam operate safely, professionally, and in accordance with national regulatory standards.

Common VSIC Codes for Construction Companies

When registering a construction company in Vietnam, selecting the appropriate Vietnam Standard Industrial Classification (VSIC) codes is a crucial step. These codes determine the official business scope of your company as recognized by Department of Finance (DOF) and are required for licensing, taxation, and bidding eligibility.

Below are the most commonly used VSIC codes for construction businesses in Vietnam, especially for companies offering general construction, infrastructure development, or specialized services:

VSIC CodeConstruction Business Line
41000Construction of buildings: Includes residential housing, apartments, commercial centers, offices, and industrial buildings
42101Construction of roads and railways: Covers expressways, highways, bridges, tunnels, and rail transport infrastructure
42200Construction of utility projects: Includes power grids, water supply systems, sewer systems, gas pipelines, and renewable energy infrastructure
42900Other civil engineering works: Encompasses dams, industrial parks, airports, harbors, irrigation, and other non-building infrastructure
43120Site preparation services: Includes land leveling, excavation, foundation work, and demolition
43210Electrical installation: Covers internal and external wiring, lighting systems, control panels, fire alarms, and safety systems
43300Building finishing and fit-out: Includes painting, flooring, plastering, tiling, ceiling installation, and interior decoration

Step-by-Step Company Registration Process

Setting up a construction company in Vietnam requires following a clear legal procedure, particularly for foreign investors. The process begins with applying for an Investment Registration Certificate (IRC) and a Business Registration Certificate (BRC). Foreign-invested companies must first submit their IRC application to the local Department of Finance (DOF), which typically takes 15–20 business days for processing. Once the IRC is granted, the company can apply for the BRC, usually processed within 5–7 business days.

Required documents include legalized investor papers (apostilled or notarized), a valid commercial lease agreement (residential addresses are not accepted), the company charter and organizational structure, proof of financial capacity, a Declaration of Ultimate Beneficial Owner (UBO), and passport copies of the legal representative and UBO. Domestic companies, in contrast, only need to obtain the BRC.

After securing the BRC, companies must complete essential compliance steps before starting operations. This includes registering the company’s tax code with the local Tax Department within 10 business days, covering both VAT and Corporate Income Tax (CIT). Companies must also create an official company seal, which under the Law on Enterprises 2020 can be self-managed without notifying authorities, and obtain a digital signature from an authorized provider, mandatory for electronic tax filing and online government communications.

Following these steps, the company should open a corporate bank account in its name to manage transactions, receive charter capital, and maintain financial operations, notifying the registration authority of the account details. Finally, the registered charter capital must be deposited into this account within the legally prescribed timeframe, typically 90 days from receiving the BRC, which not only demonstrates financial capacity but also enhances credibility and eligibility for bidding on construction projects.

Construction Operation License Requirements

A Construction Operation License is a mandatory requirement for any company in Vietnam that intends to engage in regulated construction activities, including project execution, architectural or engineering design, construction supervision, and project management. Under Vietnamese law, this license ensures that construction businesses meet the necessary professional standards and technical capacity to carry out civil, commercial, and industrial construction works. Companies performing design consultancy, supervision services, or project management within construction projects must also obtain this license before conducting operations.

The application process for the Construction Operation License has become more efficient in recent years, with submissions now accepted through the National Public Service Portal. This online platform streamlines administrative procedures, reduces paperwork, and provides transparent tracking of application status. To apply, companies are required to prepare a full set of documents, including valid Construction Practice Certificates corresponding to their registered service lines, whether design, supervision, or execution, across Levels I, II, or III depending on project scale. Additionally, applicants must submit copies of diplomas and professional qualifications of key technical staff, a list of completed construction projects demonstrating the company’s experience and capabilities, and signed employment contracts for licensed personnel who will be directly responsible for construction activities.

Once all documents are submitted, the processing time for a Construction Operation License typically ranges from 10 to 15 working days, provided that the application is complete and compliant. Companies that operate exclusively in consultancy or advisory roles may be exempt from holding this license; however, they are still required to maintain qualified technical personnel with appropriate professional certificates to meet regulatory standards. This ensures that all entities participating in Vietnam’s construction sector adhere to consistent safety, quality, and competency requirements.

Tax Obligations for Construction Firms

Operating a construction company in Vietnam involves compliance with several key tax obligations regulated by Vietnamese tax law. Understanding each tax type, applicable rates, and filing requirements is essential for smooth business operations and avoiding penalties.

Tax TypeRate / NotesFiling Frequency
Value Added Tax (VAT)– Standard rate: 10% (applied to most construction services and materials)

– Reduced rate: 8% (extended until 31 Dec 2026 under Decree 174/2025/NĐ-CP for eligible construction services/materials).

– Reduced rate: 5% (for specific specialized projects).

Monthly or Quarterly
Corporate Income Tax (CIT)– Tiered rate: 15 % – 17% – 20% on taxable profits (based on revenue size)

– Calculated on net profits after deductible expenses – Advance payments required based on estimates

Quarterly (with annual final return)
Personal Income Tax (PIT)– Progressive rates: 5% to 35%, based on employee salary brackets – Company withholds and submits tax on behalf of employeesMonthly or Quarterly
Foreign Contractor Tax (FCT)For standard construction and installation contracts: FCT is typically equivalent to 3% VAT + 2% CIT on the payment value (total approx. 5%), in accordance with Circular 103/2014/TT-BTC and current tax guidance.
Other service types (consulting, royalties, machinery leasing, etc.) are subject to different FCT rates. Companies must determine the applicable rate based on the contract type and the latest guidance from tax authorities.
At time of payment to foreign contractors

Conclusion

Setting up a construction company in Vietnam can be complex, but with the right guidance, it becomes seamless and efficient. From legal consulting and investment structuring to licensing, compliance, and tax support, professional assistance ensures your business meets all regulatory requirements and is ready to compete in Vietnam’s booming construction market. Start your journey with Green NRJ and simplify every step of the process.

Contact us today to set up your construction company in Vietnam with confidence and ease.

 

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