How to Set Up a Construction Company in Vietnam (2025) – Guide for Foreign Investors

Vietnam’s construction industry is booming in 2025, driven by rapid infrastructure development, strong public investment, and increasing foreign direct investment (FDI). For those looking to set up a construction company in Vietnam, the current market presents major opportunities — but also involves navigating a range of legal, licensing, and regulatory procedures.

This comprehensive guide explains how to establish a construction company in Vietnam in 2025, covering all essential steps such as business registration, construction licenses, operational compliance, and the specific procedures for foreign-owned construction companies.

📌 Table of Contents

• Overview of the Construction Industry in Vietnam
• Legal Basis for Construction Companies
• Types of Construction Services Allowed
• Business Conditions for Construction Companies
• VSIC Codes for Construction Business Registration
• Step-by-Step Company Registration Process
• Construction Operation License Requirements
• Tax Obligations for Construction Firms
• Estimated Timeline for Setup
• Frequently Asked Questions (FAQs)
• Green NRJ Construction Setup Support

1. Overview of the Construction Industry in Vietnam

Vietnam’s construction industry in 2025 is experiencing rapid growth, making it one of the most dynamic sectors in the country. This expansion is driven by several key factors:

• Accelerated urbanization across major cities and provinces

• Strong government investment in public infrastructure through the National Master Plan

• Rising demand for residential, commercial, and industrial construction projects

• High levels of foreign direct investment (FDI), especially in industrial zones and transportation infrastructure

The Vietnamese government continues to support the sector through its Public Investment Program, focusing on large-scale infrastructure such as expressways, airports, ports, and urban transit systems.

For investors planning to start a construction company in Vietnam, these trends signal significant long-term opportunities in both private and public sector projects.

2. Legal Basis for Construction Companies

To legally establish a construction company in Vietnam, businesses must comply with a comprehensive legal framework governed by multiple laws and regulations. As of 2025, the following are the key legal documents regulating construction activities and business operations:

• Law on Construction No. 50/2014/QH13, as amended by Law No. 62/2020/QH14 – the core legislation governing construction activities in Vietnam

• Law on Enterprises 2020 (No. 59/2020/QH14) – regulates the establishment, structure, and operations of all types of companies, including construction companies

• Law on Investment 2020 (No. 61/2020/QH14) – outlines investment conditions for both domestic and foreign investors setting up construction businesses in Vietnam

• Decree No. 175/2024/NĐ-CP – the latest regulation on the management of construction activities, replacing Decree 15/2021/NĐ-CP

• Circular 03/2022/TT-BXD – provides guidelines on construction practice certificates and professional qualifications required for engineers and managers in the industry

Understanding and complying with these legal instruments is essential for both local and foreign investors looking to start a construction company in Vietnam in 2025.

3. Types of Construction Services Allowed

When setting up a construction company in Vietnam, businesses can register for one or more specific construction service lines, depending on their capabilities, qualifications, and business goals. According to current Vietnamese regulations, the following construction services are legally permitted for registration:

1. Civil Construction Works

This includes the construction of:

• Residential buildings: apartments, villas, townhouses, and condominiums

• Industrial facilities: factories, warehouses, and logistics centers

• Commercial buildings: offices, retail centers, shopping malls, and hotels

Civil works are among the most common service lines for companies looking to enter the Vietnamese construction market.

2. Infrastructure Development

Registered construction companies in Vietnam may engage in:

• Transportation infrastructure: roads, highways, bridges, and tunnels

• Utilities infrastructure: water drainage systems, sewer systems, power grids, and telecommunications

• Industrial infrastructure: infrastructure for industrial zones, export processing zones, and economic areas

This segment is often attractive to foreign contractors and EPC (Engineering, Procurement, Construction) firms.

3. Mechanical & Electrical (M&E) Installation

Construction firms may also provide:

• Electrical systems: power distribution, lighting, fire alarm systems

• Mechanical systems: HVAC (Heating, Ventilation, Air Conditioning), elevators, pumps, and plumbing systems
  M&E works are typically registered as a separate service line and may require additional licenses or qualified engineers.

4. Architectural Design and Construction Supervision

Many construction companies in Vietnam also offer:

• Design consultancy: architectural, structural, and technical design for buildings and infrastructure

• Construction supervision: ensuring project compliance with design, safety, and quality standards
  Note: These services often require licensed professionals with valid construction practice certificates.

5. Interior Finishing and Fit-Out Services

This includes:

• Interior finishing: wall, ceiling, flooring installation, painting, and surface treatments

• Fit-out and decoration: furniture installation, lighting systems, branding elements, and interior design
  These services are commonly provided for commercial spaces such as offices, showrooms, hotels, and high-end residences.

4. Business Conditions for Construction Companies

To legally operate a construction company in Vietnam, investors must meet both general business conditions and specialized technical requirements, especially for licensed construction services. These conditions are stipulated under Decree No. 175/2024/NĐ-CP and Circular No. 03/2022/TT-BXD, and apply to both local and foreign-owned construction companies.

General Business Conditions for Construction Companies in Vietnam

To register and operate a construction business, companies must fulfill the following basic requirements:

• Business registration must be completed at the Department of Planning and Investment (DPI) in the relevant province or city.

• A commercial office lease agreement is required. Note that residential addresses are not accepted as legal company premises.

• The company must employ technically qualified personnel, including engineers or managers with degrees in civil engineering, architecture, M&E engineering, or construction management.

• It is recommended (though not legally mandatory) that the company has a charter capital of at least VND 2–3 billion. A higher capital base enhances company credibility, supports bidding processes, and meets the financial requirements of large construction projects.

Specialized Technical Conditions (Under Decree 175/2024/NĐ-CP & Circular 03/2022/TT-BXD)

In order to provide regulated construction services (such as design, supervision, project execution, or M&E installations), construction companies must satisfy additional professional conditions:

• Construction Practice Certificate:
  At least one engineer or architect must hold a valid construction practice certificate that matches the registered business activity (e.g., supervision, execution, or design).

• Levels of Practice Certificate:
  There are three levels of construction certificates in Vietnam:

  • Level I: Requires at least 7 years of experience, qualified to manage large-scale national and provincial projects

  • Level II: Requires 5 years of experience, suitable for medium-sized projects

  • Level III: Requires 3 years of experience, suitable for small-scale or interior works

• Technical Representative Requirements:
  The company’s legal representative or technical director must have relevant construction-related professional experience and qualifications.

• Demonstration of Technical Capacity:
  To register and maintain operations, the company must show sufficient:

  • Project references and experience

  • Construction equipment and tools

  • Internal quality control systems (e.g., safety protocols, workflow procedures)
    These factors are especially important when bidding for public or infrastructure projects.

5. 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 the Department of Planning and Investment (DPI) 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 Code	Construction Business Line
4100	Construction of buildings: Includes residential housing, apartments, commercial centers, offices, and industrial buildings
4210	Construction of roads and railways: Covers expressways, highways, bridges, tunnels, and rail transport infrastructure
4220	Construction of utility projects: Includes power grids, water supply systems, sewer systems, gas pipelines, and renewable energy infrastructure
4290	Other civil engineering works: Encompasses dams, industrial parks, airports, harbors, irrigation, and other non-building infrastructure
4312	Site preparation services: Includes land leveling, excavation, foundation work, and demolition
4321	Electrical installation: Covers internal and external wiring, lighting systems, control panels, fire alarms, and safety systems
4330	Building finishing and fit-out: Includes painting, flooring, plastering, tiling, ceiling installation, and interior decoration

Why VSIC Codes Matter for Construction Companies

• Define your legal business scope during company registration

• Determine whether your business activities are subject to special licensing (e.g., for M&E works or supervision services)

• Influence your company’s eligibility to participate in government tenders and private contracts

• Are used by tax authorities to classify your business for VAT and corporate income tax purposes

• Help assess whether foreign investment is allowed or restricted in a particular construction sub-sector

When establishing a foreign-invested construction company in Vietnam, choosing the correct VSIC codes aligned with your intended services is especially important. Some activities (e.g., infrastructure development or EPC services) may require additional permits or higher compliance standards.

6. Step-by-Step Company Registration Process

Setting up a construction company in Vietnam requires following a clear legal procedure, especially for foreign investors. Here is the detailed, SEO-optimized registration process updated for 2025.

Step 1: Choose Your Business Structure

• Limited Liability Company (LLC): Ideal for SMEs, with simple management and limited liability.

• Joint Stock Company (JSC): Suitable for larger contractors raising capital from shareholders.

• Foreign Contractor Branch: For foreign firms operating temporarily or opening branches in Vietnam.

Step 2: Apply for Investment Registration Certificate (IRC) and Business Registration Certificate (BRC)

For Foreign-Invested Companies:

• Submit an application for an Investment Registration Certificate (IRC) at the local Department of Planning and Investment (DPI) (processing time: 7–10 business days).

• After obtaining the IRC, apply for the Business Registration Certificate (BRC) (processing time: 5–7 business days).

Required documents include:

• Legalized investor documents (apostilled or notarized)

• Valid commercial lease agreement (residential addresses not accepted)

• Company charter and organizational structure

• Proof of financial capacity

For Domestic Companies: Only the BRC is required.

Step 3: Complete Tax Registration, Company Seal Registration, and Digital Signature Application

After obtaining the BRC, companies must fulfill key compliance steps to begin operations:

• Tax Registration: Register the company’s tax code at the local Tax Department within 10 business days, including VAT and Corporate Income Tax (CIT) registration.

• Company Seal: Create an official company seal and notify the business registration authority of the seal’s sample within 3 business days, complying with Vietnam’s seal management laws.

• Digital Signature: Obtain a digital signature from an authorized provider, mandatory for electronic tax filing and online communications with government agencies.

Step 4: Open a Corporate Bank Account

Open a business bank account in Vietnam under the company’s name to conduct transactions, receive charter capital, and manage finances. Notify the registration authority of the account details.

Step 5: Deposit Charter Capital

Deposit the registered charter capital into the corporate bank account within the legally prescribed timeframe (typically 90 days from receiving the BRC). Proof of capital contribution boosts company credibility and is often required for bidding on construction projects.

7. Construction Operation License Requirements

If your construction company plans to engage in construction activities such as project execution, supervision, design, or project management, obtaining a Construction Operation License is mandatory under Vietnamese law.

When is a Construction Operation License Required?

• Performing construction and civil engineering works (building residential, commercial, industrial projects)

• Providing construction supervision and design services

• Offering project management and consultancy within construction projects

How to Apply for a Construction Operation License

• Applications can be submitted online via the National Public Service Portal: https://dichvucong.gov.vn, significantly reducing administrative delays and paperwork.

• The online platform enables faster processing and transparent tracking of application status.

Required Documents for Construction Operation License Application

• Valid Construction Practice Certificates corresponding to the company’s registered construction activities (Levels I, II, or III, depending on project scale and complexity)

• Copies of diplomas and qualifications of all key technical staff involved in construction operations

• A comprehensive list of completed construction projects, demonstrating technical capacity and experience

• Signed employment contracts of licensed personnel responsible for construction tasks

Processing Time and Additional Notes

• The typical processing time for a Construction Operation License is 10–15 working days after complete application submission.

• Companies operating solely in consultancy or advisory roles may be exempt from the license requirement but must retain qualified construction professionals to meet regulatory standards.

9. 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 Type	Rate / Notes	Filing Frequency
Value Added Tax (VAT)	– Standard rate: 10% (applied to most construction services and materials) – Reduced rate: 5% (for certain services and materials such as residential projects) – Input VAT can be credited if properly documented	Monthly or Quarterly
Corporate Income Tax (CIT)	– Flat rate: 20% on taxable profits – 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 employees	Monthly or Quarterly
Foreign Contractor Tax (FCT)	– Rates from 5% to 10% on payments to foreign contractors without permanent establishment in Vietnam – Combines VAT and CIT withholding	At time of payment to foreign contractors

11. Frequently Asked Questions (FAQs)

Q: Is construction a conditional business line in Vietnam?
✅ Yes. You must meet personnel, certification, and operational requirements.

Q: Can a foreigner open a 100% foreign-owned construction company?
✅ Yes. Through the IRC process and with legalized documentation.

Q: Is a construction operation license needed for architecture-only firms?
✅ Yes, if you sign contracts requiring design responsibility.

Q: What is the minimum capital required?
❌ No legal minimum, but VND 2–3 billion is recommended.

12. Let Green NRJ Help You Launch with Confidence

At Green NRJ, we offer end-to-end business setup services tailored for the construction industry in Vietnam:

• Legal and investment structure consulting
• Document preparation and translation
• Fast-track IRC and BRC registration
• Licensing and compliance support
• Tax, HR, and expat onboarding

📞 Contact us today to start building your construction business in Vietnam with ease

 

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• How to Establish a Consulting Business in Vietnam – A Legal and Practical Guide (2025)