Setting Up a Company in Vietnam: FAQs for Foreign and Local Investors
Company law in Vietnam sits in Law No. 59/2020/QH14 on Enterprises, as amended by Law No. 76/2025/QH15, with registration through the National Business Registration Portal and the business registration offices of provincial Departments of Finance. These answers cover the structures open to investors, ownership limits, registration steps and the filings that follow.
Re-checked against official Vietnamese sources every month · Reviewed · How we check
What business structures can I use in Vietnam?
Law No. 59/2020/QH14 on Enterprises provides the single-member limited liability company (LLC), the multi-member LLC with two to 50 members, the joint stock company with at least three shareholders, the partnership with at least two general partners, and the private enterprise owned by one individual, who may own only one. Foreign investors normally use an LLC or a joint stock company. Vietnamese citizens can also register a business household with the commune authority under Decree No. 168/2025/ND-CP, an option not open to foreigners. A foreign company may instead open a representative office, a licensed branch in limited sectors, or sign a business cooperation contract (BCC), which needs an IRC where a foreign investor is party.
Yes, in most sectors. Outside the restricted list, foreign investors receive the same market access as domestic investors under Article 8 of the Law on Investment and Article 17 of Decree No. 96/2026/ND-CP, so wholly foreign-owned LLCs and joint stock companies are common. In the 62 conditional sectors in Appendix I, conditions may include a foreign-ownership cap, a required investment form or partner, or limits on scope, and a company in several sectors must meet all of them. Listed companies are also subject to securities-law ownership limits. From 18 October 2026, foreign-invested companies need a business licence for retail distribution and certain other trading activities under Decree No. 342/2026/ND-CP.
Is there a minimum share capital, and when must it be paid?
There is no general statutory minimum charter capital: founders set it, and minimum legal capital applies only in regulated sectors such as banking, insurance and securities. Under Articles 47, 75 and 113 of the Law on Enterprises, members or shareholders must pay the registered charter capital in full within 90 days of the Enterprise Registration Certificate being issued. Foreign investors pay through an investment capital account at a licensed bank (called the direct investment capital account before Circular No. 38/2026/TT-NHNN), and the IRC separately sets the schedule for funding the wider project. Decree No. 296/2026/ND-CP now expressly bars holding capital in another person's name, so nominee arrangements carry real legal risk. The same capital rules apply to Vietnamese founders.
What are the steps to set up a foreign-owned company, and how long does it take?
Traditionally a foreign investor first obtained an Investment Registration Certificate (IRC) and then the Enterprise Registration Certificate (ERC). Since 1 March 2026, Article 19 of the Law on Investment and Article 72 of Decree No. 96/2026/ND-CP also allow the company to be incorporated first, with an undertaking to meet market-access conditions; it must then obtain the IRC within 12 months and cannot implement the project or add business lines until it does. Statutory timeframes are ten working days for an IRC not needing policy approval and three working days for an ERC, but preparing, legalising and translating documents adds time. Vietnamese founders need only the ERC.
Do I need a local director or a resident legal representative?
There is no nationality requirement for directors, but Article 12(3) of the Law on Enterprises requires every enterprise to have at least one legal representative residing in Vietnam at all times. If the only resident legal representative leaves Vietnam, he or she must authorise in writing another individual residing in Vietnam to exercise those rights, while remaining responsible for them. The Ministry of Finance has indicated that the person so authorised may then sign business registration filings. A foreign legal representative who will work in Vietnam also needs the appropriate work authorisation and visa or temporary residence, so plan immigration alongside incorporation. The rule applies equally to domestic companies.
What is the difference between a subsidiary, a branch and a representative office?
A subsidiary is a Vietnamese LLC or joint stock company with its own legal personality, so liability is ring-fenced and it can trade in any permitted line. A branch of a foreign trader is not a separate legal entity, so the parent is directly liable; a trading-branch licence from the Ministry of Industry and Trade under Decree No. 07/2016/ND-CP requires the parent to have operated for at least five years, and activities are limited to what Vietnam's treaty commitments allow. In practice branches are mainly used in regulated sectors such as banking, insurance and legal services, under the sector regulator's licence. A representative office cannot earn income at all.
A representative office of a foreign trader is licensed by the provincial Department of Industry and Trade, or by the zone management board if it sits in an industrial or economic zone, under Decree No. 07/2016/ND-CP, and the parent must have operated for at least one year. Under Article 18 of Commercial Law No. 36/2005/QH11 it may not carry out directly profit-generating activities in Vietnam, and may not sign or amend the parent's contracts unless the chief representative holds a valid power of attorney. It can do liaison, market research and promotion, rent premises and hire staff. The licence is normally for five years, and an annual activity report is filed each January.
What are the beneficial ownership disclosure rules?
Law No. 76/2025/QH15, in force from 1 July 2025, introduced beneficial ownership into the Law on Enterprises, and Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP from 23 July 2026, sets the test. A beneficial owner is any individual who directly or indirectly owns 25% or more of charter capital or voting shares, including family members or contracting parties who together reach 25%; failing that, whoever exercises ultimate control; failing that, the most senior manager. All general partners of a partnership are beneficial owners. Founders must trace ownership layer by layer, declare it at registration, keep a register and notify changes within ten days.
What annual filings does a Vietnamese company face?
Vietnam has no single annual return, but several recurring filings apply. Foreign-invested companies must have their annual financial statements audited by an independent auditor and file them, together with the corporate income tax finalisation, by the last day of the third month after the financial year ends. Companies implementing investment projects also file quarterly reports and an annual report, due before 31 March, through the National Investment Information System under Decree No. 96/2026/ND-CP. Changes to registered details, including beneficial owners, must be notified within ten days, and sector licences kept current. Monthly or quarterly tax, social insurance and foreign-loan reporting runs alongside.
Can I register a company without visiting Vietnam?
Largely, yes. Enterprise registration runs through the National Business Registration Portal and IRC applications through the National Investment Information System, and filings can be made by an authorised individual or service provider. Under Decree No. 168/2025/ND-CP as amended by Decree No. 296/2026/ND-CP, both the principal and the authorised person must complete electronic authentication for key filings, or supply identity documents where the principal has no electronic account. Foreign documents need a Vietnamese translation, and since 11 September 2026 Vietnam has applied the Apostille Convention, so an apostille can replace consular legalisation for documents from states that have not objected. Banks set their own identification steps.
Ask the Be Vietnam Wise advisor. It checks official Vietnamese sources and points you to the governing law, or read how to find and check a Vietnamese lawyer.
This page gives legal and tax information, not legal advice. Rates, thresholds and procedures change; the answers are re-checked against official sources every month, but you should confirm anything important with the relevant authority or a licensed Vietnamese lawyer before you act.