Setting up a company in Vietnam step by step: pre-checks, documents, the IRC and ERC, accounts, capital and the post-licensing steps

Before anything is filed

Most delays in Vietnamese incorporations are caused before the first form is submitted. Five decisions should be settled, in writing, at the outset.

Business lines. Every activity is registered by its code under the Vietnam Standard Industrial Classification (VSIC, Decision No. 27/2018/QD-TTg) and each code must clear two lists: the foreign market access list in Appendix I of Decree No. 96/2026/ND-CP and the conditional business lines under Article 7 of the Law on Investment, 142 from 1 July 2026 under Resolution No. 66.17/2026/NQ-CP and 137 from 1 March 2027 (Market access for foreign investors). Register the lines the company will pursue in its first two years; a long speculative list invites questions, and a conditional line registered but unlicensed is a compliance exposure.

Registered address. The head office must be a specific address in Vietnam with a lease or a letter of offer. Apartments in residential buildings cannot be used as a head office under the Housing Law, virtual-office addresses are accepted in some provinces and refused in others, and an industrial park developer will usually require the IRC before signing a factory lease, which is why a letter of offer is used at the application stage.

Legal representative. At least one individual resident in Vietnam, named in the charter and on the ERC, with the immigration and liability consequences explained in Legal representative and governance. The bank will require that person in a branch, or on a biometric call, to open the accounts.

Capital. Charter capital must be fully paid within 90 days of the ERC, through the investment capital account; total investment capital, the charter capital plus loans, is written into the IRC and caps the foreign loans the company may later register with the State Bank (Charter capital and capital contribution). Set figures the investor can fund on that timetable and that bear a sensible relationship to the project's first-year costs.

Name. The Vietnamese name has the form "Công ty TNHH [name]" for an LLC or "Công ty Cổ phần [name]" for a JSC; a foreign-language name and an abbreviation may be registered alongside it. Names identical or confusingly similar to a registered company, names using State body titles, and names offending history, culture or ethics are refused. Check availability on the National Business Registration Portal before documents are drafted, because the name appears in every apostilled resolution.

Documents from abroad

A corporate investor provides its certificate of incorporation or extract from the home registry, its constitutional documents where the registry extract does not identify the directors, a board or shareholder resolution approving the Vietnamese investment and appointing the authorised representative, and the representative's passport. An individual investor provides a passport. Evidence of financial capacity is required for the IRC application, not for enterprise registration itself.

Public documents issued abroad must be either apostilled, since Vietnam applies the Hague Apostille Convention from 11 September 2026 to documents from states that have not objected to its accession, or legalised at a Vietnamese embassy or consulate for documents from other states. Private documents such as a board resolution are first notarised, then apostilled or legalised. Every foreign-language document is translated into Vietnamese by a translator whose signature is certified by a Vietnamese notary office or a district justice office. Budget two to four weeks for this stage, and more where the home registry is slow to issue certified extracts. Documents are usually accepted if issued within the last three to six months.

The procedure for a foreign-owned LLC or joint stock company

1. Investment Registration Certificate (ten working days)File the project dossier through the National Investment Information System with the provincial Department of Finance or the zone management board. Projects in the Article 24 categories obtain investment policy approval first. Alternatively take the company-first route and obtain the IRC within 12 months, during which the project may not be implemented. The dossier, the two routes and a worked example are in The Investment Registration Certificate.
2. Enterprise Registration Certificate (three working days)File through the National Business Registration Portal on the forms issued with Circular No. 68/2025/TT-BTC: the application, the charter, the list of members or founding shareholders, the declaration of beneficial owners and of direct holders of 25% or more, copies of the investor's legalised documents and of the IRC, and the authorisation of the filer. Under Decree No. 296/2026/ND-CP both the principal and the authorised filer complete electronic authentication, or supply identity documents where the principal has no electronic account. The business registration office issues the ERC within three working days of a valid dossier; the enterprise code on it is also the tax code. The fee is VND 50,000, waived for online filing.
3. Seal, publication and signboardThe company decides the form, content and number of its seals and no longer registers a specimen; a digital signature may serve as a seal. Within 30 days of the ERC it publishes its registration contents on the National Business Registration Portal (fee VND 100,000) and displays its name at the head office and any branch.
4. Bank accountsOpen a Vietnamese dong current account and the investment capital account that Circular No. 38/2026/TT-NHNN requires for a foreign-invested company, which may be opened before the IRC. Circular No. 17/2024/TT-NHNN, as amended by Circular No. 25/2025/TT-NHNN, requires in-person or biometric verification of the legal representative, and since 1 July 2025 banks suspend online transactions on corporate accounts whose representative has not completed it. Banks ask for the ERC and IRC, the charter, the beneficial ownership information, the group structure, source-of-funds evidence and the signatories' identity documents.
5. Pay the charter capital within 90 daysMembers or shareholders remit the registered charter capital into the investment capital account within 90 days of the ERC, the time needed to import or transfer title to in-kind assets excluded. Retain every bank advice: they evidence the capital for later profit remittance and divestment, and the business registration office may ask for them. If the capital cannot be paid in full, register a reduction within 30 days after the deadline.
6. Tax registration, digital signature and e-invoicesTax registration is automatic with the ERC. Buy a digital signature token from a licensed provider, register for electronic tax filing and payment, choose the financial year and the accounting method, appoint a chief accountant or engage an accounting firm, and register for e-invoicing with the tax authority under Decree No. 123/2020/ND-CP as amended by Decree No. 70/2025/ND-CP before issuing any invoice. The annual business licence fee was abolished from 1 January 2026.
7. Labour, insurance and immigrationDeclare labour use to the provincial labour authority within 30 days of starting operations; register the employer and employees with Vietnam Social Security on signing the first labour contract; register internal labour rules once the company has ten or more employees; and apply for work permits or exemption certificates and temporary residence cards for foreign staff, including the legal representative (Chapter 4).
8. Sector licences and other registrationsBefore trading in a conditional line, obtain the sector licence: a business licence for import, distribution and retail by a foreign-invested enterprise (Decree No. 342/2026/ND-CP from 18 October 2026), an environmental permit or registration for a factory under the Law on Environmental Protection, fire-safety approval for premises, and food-safety, pharmaceutical, education, transport or other permits as the activity requires. File Vietnamese trademark applications at the same time (Chapter 7): Vietnam is first-to-file.

Vietnamese founders

A Vietnamese investor, or a company at or below 50% foreign ownership, skips the IRC altogether: it files the enterprise registration dossier, receives the ERC within three working days and proceeds to the seal, accounts, tax, labour and sector steps. A Vietnamese individual may instead register a business household with the commune-level authority for a small unincorporated business, now also handled online. Where the project falls within Article 24, investment policy approval is needed whoever the investor is, and any organisation implementing an investment project files the quarterly and annual reports described in Reporting and ongoing obligations.

Doing it without travelling

Both the IRC and the ERC may be filed by an authorised individual or a licensed service provider holding a digital signature, and the registration authorities accept apostilled documents, so a founder need not visit Vietnam for the licensing. The bank is the exception: the legal representative must complete in-person or biometric verification, which in practice means at least one visit or the appointment of a resident legal representative who can attend. Plan that visit for the week after the ERC issues, so the accounts are open well inside the 90-day capital window, and combine it with the biometric steps that the tax authority's electronic identification increasingly requires of the legal representative.