How to Legally Start a Business in Vietnam as a Foreigner
Vietnam: A Top Destination for Foreign Business Setup in 2025
Vietnam has become one of Southeast Asia’s leading destinations for foreign entrepreneurs. Its fast-growing economy, young and skilled workforce, and strategic location make it ideal for business opportunities in sectors like manufacturing, technology, logistics, and professional services.
However, starting a business in Vietnam as a foreigner requires careful attention to local laws, procedures, and immigration rules. From ownership restrictions to visa applications, each step must be followed accurately to ensure compliance and avoid costly mistakes.
This 2025 checklist provides a detailed roadmap for Vietnam company registration. Whether you’re planning to register a company in Vietnam from abroad or expand an existing operation, this guide walks you through each legal and operational step.
Step 1: Check Foreign Ownership Rules
Vietnamese law categorizes business sectors into three groups:
Allowed Sectors: These permit 100% foreign ownership. Industries include most manufacturing, IT services, logistics, and consulting. Foreigners can retain full control in these sectors.
Conditional Sectors: These allow foreign investment under certain conditions such as ownership limits (typically 49–65%), mandatory joint ventures with Vietnamese partners, or capital thresholds. Sectors include telecoms, education, banking, and real estate.
Restricted Sectors: These restrict or prohibit foreign investment. Examples include areas tied to national security, traditional culture, or media production.
The Ministry of Planning and Investment maintains an official list of sector classifications. For ambiguous cases or multi-sector services, professional consultation is strongly advised.
Step 2: Choose a Legal Structure & Prepare Capital
Your choice of legal entity will influence your tax obligations, liability, and operational flexibility.
Limited Liability Company (LLC): The most common choice. Foreigners can form single-member (100% ownership) or multi-member LLCs with local partners.
Joint Stock Company (JSC): Suitable for large firms planning to raise capital or list publicly. JSCs support multiple shareholders and more complex structures.
Representative Office (RO): Used for market research or promotion. ROs cannot generate revenue or sign contracts.
Branch Office: Operates under the foreign parent company. Suitable for established businesses, though legal liability extends to the parent.
Capital Requirements: While there’s no fixed minimum for every sector, foreign-owned companies often need to declare at least VND 15 billion (~$600,000), especially in manufacturing or infrastructure.
All capital must be transferred via a licensed Vietnamese bank, typically within 90 days of issuance.
For a more detailed comparison of each legal structure and their pros and cons, read our guide: Business Structures in Vietnam for Foreign Investors and Expats
Step 3: Apply for Visa & Work Permit
To operate or manage your business legally, you need the right immigration documents.
DT Visa (Investor Visa): Issued to foreign investors. Allows multiple entries and stays up to 12 months per entry. Renewable based on investment status.
LD Visa (Employment Visa): For foreign employees working for a Vietnamese company, including your own. A valid work permit is required.
Temporary Residence Card (TRC): Offers visa-free travel for up to 3 years. Ideal for long-term directors, investors, and executives.
Start your visa application before entering Vietnam. Late renewals or errors can delay business setup.
For complete visa categories, documentation checklists, and application timelines, visit our detailed article on Visa, Work Permit, and TRC requirements for Vietnam.
Step 4: Lease a Business Address
A legally registered business address is mandatory and must match what you report in official documents.
Serviced Offices & Coworking Spaces: Common in Ho Chi Minh City, Hanoi, and Da Nang. These provide flexibility and meet registration standards.
Industrial Parks: Suitable for manufacturing or logistics businesses. Often come with tax incentives and streamlined licensing.
Virtual Offices: May be accepted for some service sectors, but not suitable if applying for a work permit or investor visa.
Any change of address must be officially reported and approved.
Step 5: Get IRC and ERC
These are the two primary documents for legally operating in Vietnam:
Investment Registration Certificate (IRC): Grants permission to conduct foreign investment activities, defines business scope, and records capital contribution.
Enterprise Registration Certificate (ERC): Officially registers your company with the Department of Planning and Investment (DPI). Lists business name, address, legal rep, capital, and activities.
Approval Timeline: Simple setups can be completed in 15 business days. Manufacturing and special sectors may take 30–45 days.
Step 6: Complete Setup Tasks
Once you have your ERC, take the following steps to activate your business:
Tax Code Registration: Required to issue invoices and interact with tax authorities.
Company Seal: Still required for official documents and contracts.
E-Invoice Registration: All Vietnamese businesses must register for government-approved e-invoicing.
Open a Business Bank Account: Mandatory for capital contributions and day-to-day operations. Choose from local or international banks.
Without completing these, your business cannot operate legally.
Step 7: Apply for Work Permit or TRC
If you plan to live or work in Vietnam, the next step is securing either a Work Permit or TRC:
Work Permit: Valid for up to 2 years. You’ll need a university degree, clean criminal record, medical check, employment contract, and company documents.
Temporary Residence Card (TRC): Valid for up to 3 years and renewable. Issued to investors and senior managers. Requires operational proof and investment records.
Apply after company setup to avoid delays.
Step 8: Explore Tax Incentives
Vietnam offers several tax benefits to support foreign investment:
SME Incentives: Up to 3 years of corporate income tax exemption, followed by a 50% reduction for the next 2 years. Common in manufacturing and export sectors.
Sector-Based Incentives: For high-tech, green energy, healthcare, and education.
Regional Benefits: Special Economic Zones (SEZs) and rural provinces may offer tax holidays, reduced land fees, and fast-track licensing.
Apply for these incentives during the licensing stage. Post-registration applications are often not accepted.
Setting up a company in Vietnam as a foreigner involves multiple legal, financial, and administrative processes. From selecting the right business structure to meeting visa requirements and claiming tax incentives, every decision you make early on can impact your long-term success.
Whether you’re establishing a new venture or expanding into the Vietnamese market, having a trusted local partner can make the process faster, simpler, and fully compliant.
ATA Services Vietnam can help you navigate every stage of the setup process from legal registration and visa support to tax compliance and post-registration tasks so you can focus on growing your business with confidence.
