Vietnam continues to rank among Southeast Asia’s most attractive destinations for foreign direct investment. With a growing middle class, competitive labor costs, strategic geographic location, and a government increasingly open to international business, more entrepreneurs and corporations than ever are exploring how to open a company in Vietnam. However, the process involves multiple regulatory steps, legal requirements, and documentation — making professional legal guidance essential for a smooth setup.
This guide walks you through the key stages of company setup in Vietnam, helping you understand what to expect and how to plan effectively.
1. Why Foreign Investors Are Choosing Vietnam
Before diving into the procedures, it helps to understand why Vietnam is attracting so much interest. The country has consistently maintained strong GDP growth, supported by manufacturing, technology, retail, and services sectors. Trade agreements with the EU, the UK, ASEAN nations, and others have opened new market access for locally registered entities.
For foreign investors, Vietnam company setup opens the door to local contracting, invoicing, hiring, and long-term operations — advantages that a representative office or purely offshore structure cannot offer. A properly established Foreign Invested Enterprise (FIE) or Limited Liability Company (LLC) gives you a legitimate legal presence, a local tax number, and the right to conduct business activities within the country’s legal framework.
Foreign investors seeking a broader overview of the legal structure and incorporation process can also refer to our complete guide on company incorporation in Vietnam.
2. Overview: The Four Main Stages of Setting Up a Company in Vietnam
The general timeline for setting up a company in Vietnam runs between two to four months, depending on the nature of the business and the sector in which it will operate. In some special sectors — such as finance, telecommunications, or education — additional licensing steps may extend this window.
Below is a summary of the four core stages that apply to most foreign-owned entities:
- Pre-Investment Approval (required only for certain project types)
- Investment Registration Certificate (IRC) Application
- Enterprise Registration Certificate (ERC) Application
- Post-Licensing Procedures
Understanding these stages upfront helps investors allocate time and resources appropriately from the outset.
3. From IRC to ERC: A 4-Stage Legal Roadmap to Setting Up Your Company in Vietnam
3.1 Stage 1 – Pre-Investment Approval
Most investors will not need to complete this stage. However, set up a company in Vietnam processes for certain large-scale or sensitive projects require approval from competent Vietnamese authorities before any establishment steps begin.
Projects that may require pre-investment approval include residential housing developments, airports and air transport businesses, petroleum processing, casino operations, infrastructure in industrial zones, nuclear power facilities, golf courses, and projects located near borders, coastlines, or areas of strategic national defense significance.
If your intended business falls into any of these categories, consult a legal advisor early to assess your obligations and prepare documentation accordingly.
3.2 Stage 2 – Applying for an Investment Registration Certificate (IRC)
For most investors, the process of Vietnam company set up begins with the Investment Registration Certificate. This document establishes your legal right to invest in Vietnam and is a prerequisite for all subsequent steps. Investors unfamiliar with the approval structure can explore our detailed guide to the Investment Registration Certificate in Vietnam for document requirements, timelines, and regulatory considerations.
To apply for an IRC, you will typically need to prepare:
- A formal application for the investment project, detailing the scope of operations;
- An investment project proposal, including lease or land use arrangements;
- Financial statements for the last two years, or a bank statement demonstrating sufficient capital;
- The incorporation certificate of the parent or investing company;
- A lease agreement or Memorandum of Understanding (MOU) for the intended premises;
- A bank statement confirming available capital; and
- Confirmation of tax obligations, where financial statements are unavailable.
Timeframe: The IRC typically takes between 15 and 45 working days from the date of submission. In sectors not fully governed by WTO regulations, the process may take longer.
This is one of the most critical phases of set up company Vietnam work, as errors or missing documents at this stage can significantly delay the entire registration timeline.
3.3 Stage 3 – Applying for an Enterprise Registration Certificate (ERC)
Once the IRC has been issued, the next step in opening a company in Vietnam is obtaining the Enterprise Registration Certificate. The ERC formally registers your business entity within Vietnam and simultaneously functions as the company’s tax registration number.
Documents required for the ERC application generally include:
- An application for enterprise registration;
- The company charter;
- A list of board members (for joint-stock companies and multi-member LLCs);
- A list of authorized representatives of company members;
- Legalized and notarized copies of passports for all foreign individuals involved;
- A list of legal representatives; and
- Letters of appointment and authorization.
Important: All foreign-language documents must be notarized, consular legalized, and translated into Vietnamese by a competent authority.
Timeframe: The ERC is typically issued within five working days, with a signed and sealed printed copy following within two additional working days.
Note that IRC and ERC applications cannot be processed simultaneously — the IRC must be secured first. However, once both certificates are in hand, future amendments to either (for example, updating a business address) can be processed concurrently.
Anyone serious about open company in Vietnam operations should plan this sequencing carefully to avoid unnecessary delays.
3.4 Stage 4 – Corporate e-ID Registration
Starting July 1, 2025, all companies are required to register a corporate electronic identification (e-ID) account for handling online administrative procedures. This represents a significant modernization of Vietnam’s regulatory infrastructure under Decree No. 69/2024/ND-CP.
Key facts for investors opening company in Vietnam:
- Registration is carried out via the VNeID mobile app or in person using Form TK02;
- Authorities cross-check information against national databases, with approval taking 3 to 15 working days;
- The e-ID account must be activated within seven days of issuance;
- Companies whose legal representatives are exclusively foreign nationals may face practical hurdles, as Level 2 e-ID registration currently requires in-person verification and is linked to Vietnamese residence documentation.
Legal representatives — whether Vietnamese nationals or registered foreign residents — must possess a Level 2 personal e-ID before the corporate e-ID can be established. Businesses are strongly advised to begin preparations early.
4. Post-Licensing Steps for Open a Company in Vietnam
After the IRC and ERC have been issued, several additional actions must be completed before operations can formally begin. These post-licensing procedures are a standard final phase of the how to open a company in Vietnam process and include:
- Company seal carving — required for official document execution;
- Opening a capital bank account — mandatory for tracking foreign capital flows in and out of Vietnam;
- Labor registration — required with local authorities upon hiring staff;
- Business license tax payment — an annual obligation beginning from the year of establishment;
- Charter capital contribution — investors must contribute registered capital within 90 days of company establishment.
Depending on the sector, businesses may also need additional sub-licenses or industry-specific permits. Restaurants, for instance, require food safety certifications. Construction businesses need dedicated construction permits. Financial services, insurance, telecoms, real estate, and education companies each require approval from their respective regulatory bodies.
5. Capital Requirements and Registered Address
5.1 Minimum Capital
Vietnam does not impose a blanket minimum capital requirement for most business types. However, when setting up company in Vietnam, the Department of Planning and Investment will assess whether your registered capital is sufficient to cover operational costs until the company becomes self-sustaining. For a basic services company, this can be as low as US$15,000 — though many businesses register at higher levels to project credibility to clients and partners.
Some sectors — including banking, finance, insurance, fintech, language education, vocational training, and medical clinics — do carry statutory minimum capital requirements.
5.2 Registered Business Address
A legal address in Vietnam is mandatory for set up company in vietnam procedures. Most businesses — particularly in manufacturing, retail, food and beverage, and entertainment — require a physical location. Certain consulting or virtual service firms may use a registered office address.
The business address is verified during the incorporation process. While administrative restructuring may affect address records, businesses should ensure their invoices reflect the address registered on their Business License in accordance with Decree 123/2020/ND-CP and Decree 70/2025/ND-CP.
6. Legal Representative Requirements
Every company registered in Vietnam must have at least one Legal Representative (LR), who can hold the title of Company President, Director, or General Director depending on the organizational structure. The LR must have a residential address in Vietnam and, from July 2025 onward, must hold a Level 2 personal e-ID account.
This requirement is a key consideration for companies evaluating how to set up a company in Vietnam with a foreign management team. Foreign nationals may face additional steps in meeting the Level 2 e-ID registration requirements.
7. Why Work with a Legal Firm for How to Set Up Company in Vietnam
The regulatory environment in Vietnam is dynamic, and procedures can vary based on sector, province, and the specific profile of the investing entity. Working with a qualified legal firm experienced in foreign investment ensures:
- Accurate document preparation and notarization;
- Compliance with the latest regulatory changes;
- Efficient coordination with the Department of Planning and Investment and other authorities;
- Risk management throughout the setup company in Vietnam process;
- Ongoing support for post-licensing obligations and future amendments.
Whether you are a startup founder, a regional headquarters, or a multinational corporation evaluating entry into Southeast Asia, professional legal support significantly reduces risk and turnaround time for how to open company in Vietnam procedures.
Vietnam offers substantial opportunities for foreign investors across a wide range of sectors. But opening a company in Vietnam requires navigating a layered legal framework from investment registration and enterprise certification to e-ID compliance and sector-specific licensing.
Understanding the full scope of this process is the first step. Working with an experienced legal partner is what turns that understanding into a successfully registered, fully operational company. If you are considering how to open a company in Vietnam or need guidance at any stage of the establishment process, our team is ready to assist. Contact Tica Trustlegal for a consultation tailored to your specific investment profile and industry.
