Before committing to premises in Vietnam, foreign investors should establish whether the proposed address can support their company registration, investment project and intended operations.
An office may be commercially attractive yet unsuitable for the proposed business. Issues with permitted use, the landlord’s authority or supporting property documents can lead to requests for clarification, changes to the location or delays in licensing.
This guide explains how to assess a registered office, review an office lease and evaluate serviced-office arrangements when establishing a foreign-invested company in Vietnam. It covers the Investment Registration Certificate (IRC), where required, and the Enterprise Registration Certificate (ERC), with legal references reviewed on 2 October 2026.
The decision before signing: confirm the lawful use of the premises, the right to lease or sublease, and the suitability of the location for your business activity. The documentation required depends on the licensing route and the particular property.
| Review area | Question to resolve before committing |
|---|---|
| Permitted use | Is the specific unit or area legally suitable for the proposed office or operation? |
| Landlord authority | Can the contracting party demonstrate ownership or a lawful right to lease or sublease? |
| Registration documents | Can the provider supply consistent location documents for the relevant application? |
| Operational requirements | Does the business require a shop, warehouse, production site or specialised facility? |
| Contract protection | What happens if the location cannot support the intended registration or licence? |
1. What is the difference between the project location and the registered office?
Foreign investors often use the terms interchangeably, but they serve different legal functions.
Project location
The project location is connected to the foreign investor’s investment project and is recorded or assessed during the investment registration process. Under the current investment framework, the competent authority considers whether the project has an identifiable location and whether the investor has evidence of the right to use that location.
Registered head office
The registered head office is the company’s official address in Vietnam. Article 42 of the Law on Enterprises 2020 states that the head office must be located in Vietnam, identified according to administrative boundaries, and have a telephone number, fax number and email address, if any.
For a straightforward service company, the project location and registered office are often the same. They may be different where the investor has a head office, branch, warehouse, factory or operational site in separate places. The structure should be decided before filing because an address change after licensing may require amendments to the IRC, ERC, tax records, invoices, licences and other registrations.
2. What does current investment law require for the location?
Vietnam’s Law on Investment 2025, effective in 2026, and Decree 96/2026/NĐ-CP now form the principal framework for many investment registration procedures.
For an investment project not subject to investment-policy approval, Clause 3, Article 39 of Decree 96/2026/NĐ-CP provides that an IRC may be issued when the statutory conditions are met, including an identified project location. The location may be established through database information or valid copies of land-use documents, a location lease agreement, or other documents showing the right to use the location for the investment project.
The location requirement forms part of the statutory assessment. Relevant planning, market-access conditions and technology requirements, where applicable, must also be considered. A lease therefore needs to be assessed alongside the proposed project.
3. Can a foreign company use a virtual office in Vietnam?
The term “virtual office” describes a commercial service package. Its suitability for company formation depends on the rights and facilities provided, the property documents and the proposed business activity.
Before selecting a provider, establish whether the agreement gives the investor a documented right to use a specific, lawful location for the intended purpose.
A serviced or flexible office may be workable for some consulting, trading or technology service companies when:
- the building is permitted to be used for office or commercial purposes;
- the provider owns the premises or has a valid right to lease or sublease it;
- the contract clearly identifies the company, address, area or service package and permitted use;
- the address can receive official correspondence and support inspections or verification where required;
- the arrangement is consistent with the business line and any sector-specific conditions.
By contrast, a mail-forwarding address with no credible right of use, no supporting building documents, or no ability to demonstrate actual access creates avoidable risk. Manufacturing, logistics, education, healthcare, food, retail and other regulated or premises-dependent activities usually require a location that satisfies additional operational conditions.
A provider’s statement that its address supports company registration should be confirmed against the documents and your licensing route before you sign.
4. Can an apartment be used as the company address?
Investors should distinguish a residential apartment from a legally designated commercial or mixed-use area.
The Law on Housing 2023 prohibits using an apartment unit in a condominium for a purpose other than residence. A building may include a separate commercial or mixed-use portion, but the investor should verify that the specific unit or area proposed for the company is legally approved for office or commercial use.
Request evidence covering the specific unit or area. Previous registrations elsewhere in the same building do not establish the permitted use of your proposed premises.
5. Which documents should be checked before signing the lease?
The following is a due-diligence checklist. It is not a universal list of mandatory IRC or ERC attachments; the applicable procedure determines the filing requirements.
Documents from the landlord or office provider
- land-use right and ownership certificate, or other lawful evidence of the right to use the premises;
- document identifying the landlord or property-owning entity;
- construction, completion or building-use documents where relevant;
- evidence that the specific area may be used for office or commercial purposes;
- the master lease and evidence of the right to sublease, including owner consent where required;
- enterprise registration certificate of a corporate landlord or serviced-office provider;
- documents matching the current administrative address after any address reorganisation.
Documents in the lease or service agreement
- complete and consistent address;
- exact contracting parties and authorised signatories;
- permitted purpose: office, project location and company registration, as applicable;
- lease term and commencement date;
- area or identifiable workspace;
- right to receive official correspondence and allow lawful verification;
- sublease authority where relevant;
- conditions for providing invoices and supporting documents;
- cooperation obligations if licensing authorities request clarification;
- exit, refund or replacement-address provisions if the location cannot support registration.
Before making a substantial non-refundable payment, agree who will provide the location evidence, how requests for additional documents will be handled, and what remedy applies if the premises cannot support the intended registration.
6. Does the lease need to start before the company exists?
This is a common practical problem: the investor needs a location document for the application, but the Vietnamese company may not yet exist.
Depending on the transaction, the initial agreement may be signed by the foreign investor, an authorised individual, or another lawful party, with a clause allowing the newly established company to succeed to or re-sign the arrangement. The names, payment route and transfer mechanism should be drafted carefully so the location evidence remains coherent during the IRC and ERC process.
This is practical structuring guidance, not a universal statutory formula. The correct signatory should be determined from the investor’s legal form, application route and landlord documents.
7. When are additional premises requirements likely?
An ordinary consulting office and an operational site are not reviewed in the same way. Additional requirements may apply to:
- manufacturing or processing facilities;
- warehouses and logistics operations;
- retail outlets and restaurants;
- education and training centres;
- clinics, healthcare or pharmaceutical businesses;
- travel, employment, security or other conditional services;
- businesses requiring fire-safety, environmental, construction or specialised approvals.
For these projects, zoning, construction use, fire prevention and fighting, environmental conditions, floor area, equipment or distance requirements may need to be checked before the investor commits to the premises.
8. Common address and lease mistakes
- Using a residential apartment. A residential apartment unit should not be used as an office address.
- Signing with an unauthorised sublessor. The provider must be able to show its ownership or lawful right to sublease.
- Address inconsistency. The lease, ownership papers, building confirmation and application forms should use a consistent address, including updated administrative information.
- Choosing a location before checking the business line. The premises may be suitable for an office but not for a regulated operation.
- Committing before document review. A long prepaid term without suitable contractual protections can increase exposure if the premises prove unsuitable.
- Assuming a virtual-office label is enough. Authorities assess the legal substance and documents, not the marketing name of the product.
- Forgetting post-licensing updates. A move can trigger amendments and notifications across investment, enterprise, tax, invoice, banking and sector-licence records.
9. Practical pre-lease checklist for foreign investors
Before signing or paying a deposit:
- define the exact business activities and licensing route;
- decide whether the address will be the project location, head office, operational site, or more than one of these;
- verify ownership and any right to sublease;
- confirm that the specific area is approved for office or commercial use;
- compare the written address across all property documents;
- check whether the activity needs fire-safety, environmental or sector-specific premises conditions;
- require the agreement to permit company registration and lawful authority verification;
- agree how the not-yet-formed company will take over the lease;
- include cooperation and exit provisions if the location cannot support licensing;
- obtain a professional location review before making a material non-refundable payment.
10. Frequently asked questions
Is a physical office mandatory for every foreign-invested company?
The company must have a legally identifiable head-office address in Vietnam, and the investment project must have sufficient location evidence under the applicable procedure. The size and operational features of the premises depend on the business activity. Some service companies may use a properly documented serviced office; premises-dependent activities generally need more.
Can I register at a coworking space?
Potentially, if the operator can lawfully provide the address, the area is permitted for the relevant use, and the documents satisfy the competent authority. A coworking membership alone should not be assumed sufficient.
Does every property document need to be filed with the ERC application?
Due diligence and filing requirements are separate matters. Documents reviewed to verify ownership, permitted use or sublease authority are not automatically mandatory ERC attachments. Confirm the prescribed file for the company type and any separate IRC or sector-licence procedure.
Can the registered office be changed after the IRC and ERC are issued?
Yes, but amendments or notifications may be required. If the move affects the project location or licensing authority, the process can be more substantial. Tax, invoice, bank and sector-licence records should also be reviewed.
Should I sign the lease before applying for the IRC?
Location evidence is normally needed for the IRC route described above. The commercial commitment should nevertheless be controlled: verify the documents first and use suitable licensing, cooperation and exit clauses.
Planning your Vietnam company formation
Review the location alongside your business model, ownership structure and licensing requirements. This allows the lease and the company-formation file to be prepared around the same planned operation.
TICA TrustLegal assists foreign investors with company formation and related business support in Vietnam. To discuss a proposed setup, send your intended business activities, investor type (individual or corporate), preferred city, target commencement date and any available location documents. These details help define the review and the scope of support required.
- Website: https://ticatrustlegal.com
- Email: tica.trustlegal@gmail.com
- WhatsApp: +84 354 658 272
Official legal sources checked on 2 October 2026
- Law on Enterprises No. 59/2020/QH14, especially Article 42 on the head office: https://vanban.chinhphu.vn/?docid=200447&pageid=27160
- Law on Investment No. 143/2025/QH15: https://vbpl.moj.gov.vn/TW/Pages/vbpq-luocdo.aspx?ItemID=187601
- Decree No. 96/2026/NĐ-CP, especially Clause 3, Article 39 on conditions for issuing an IRC: https://vanban.chinhphu.vn/?docid=217407&pageid=27160
- Law on Housing No. 27/2023/QH15, including the prohibition on using a condominium apartment for non-residential purposes: https://chinhphu.vn/?classid=1&docid=209627&pageid=27160&typegroupid=3
