Set up a business in Vietnam is a critical, multi-stage commitment for foreign investors, often demanding 2 to 4 months to complete. Successfully opening a company in Vietnam requires meticulous navigation of local regulations, securing the mandatory Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), and meeting specific capital contribution and residency requirements. The complexity of these 5 key stages can be overwhelming without expert advice.
Are you ready to streamline your entry into this vibrant market? Let Tica Trustlegal provide the essential guidance you need for a compliant and efficient Vietnam business setup.
1. The 5 Core Stages of the FIE Setup Process in how to open a company in Vietnam
The Foreign-Owned Enterprise (FIE) setup process in Vietnam is a mandatory legal pathway, typically taking 2 to 4 months to complete, depending on the business sector and project scale. This complex procedure is structured into five distinct stages, ensuring all legal and administrative requirements are met before operations can commence when setting up a business in Vietnam.
1.1 Overview of the 5 Main Stages
For most investors, the formal licensing process begins directly at Stage 2. The following table summarizes the five core steps involved in company registration in Vietnam:
| Stage | Permit / Procedure Name | Brief Description |
| Stage 1 | Pre-investment Approval | Required only for mega investment projects or those in specific conditional sectors. Most investors can skip this and proceed to Stage 2. |
| Stage 2 | Investment Registration Certificate (IRC) | Mandatory for all foreign investment projects. This certificate establishes the foreign investor’s right to open a business in Vietnam. |
| Stage 3 | Enterprise Registration Certificate (ERC) | Mandatory for establishing a new legal entity. The ERC functions as the company’s legal registration and tax identification number (TIN). Note: IRC must be obtained before applying for the ERC. |
| Stage 4 | Corporate E-ID Registration | Mandatory from July 1, 2025. Required for FIEs to conduct online administrative procedures. The Legal Representative (LR) must possess a Level 2 personal e-ID first. |
| Stage 5 | Post-Licensing Procedures | Essential final steps to start operations after registering a company in Vietnam, including capital contribution, banking, tax, and sub-licenses. |
1.2 Note on Stage 1: Pre-investment Approval
Pre-investment approval is required for investment projects that are exceptionally large or fall within sectors sensitive to national defense, security, environment, or social stability. These projects must obtain approval from the competent authorities before moving to Stage 2 of the set up company Vietnam process.
It is crucial for investors to confirm whether their project requires this special vetting, as it significantly impacts the overall timeline for starting a business in Vietnam for foreigners.
Examples of project types that may require special approvals include:
- Construction of Residential housing projects;
- Airports, aerodromes, air transport, and cargo terminals/ports;
- Petroleum processing and nuclear power plants;
- Casinos and businesses involving betting, and Golf Courses;
- Infrastructure projects for industrial zones and export-processing zones;
- Projects located near borders, coastal areas, or other defense-sensitive locations;
- Projects that require relocation of inhabitants or re-purposing certain types of forests or rice crops.
If a project falls under these categories, investors must dedicate significant time to preparing requisite documentation to meet the application processing times set by the authorities.
2. Stage 1 & 2: Obtaining the Investment and Enterprise Certificates (IRC & ERC)
In the process of how to establish a company in Vietnam, foreign investors must obtain two key licenses: the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC). The IRC approves the foreign investment project, while the ERC establishes the legal entity and tax code—forming the legal foundation for owning a business in Vietnam.
2.1 Investment Registration Certificate (IRC)
The IRC confirms the investor’s right to conduct the proposed project. Without it, no foreign-owned company can be legally established, making it a fundamental step in company incorporation Vietnam.
Processing time: 15–45 working days, depending on whether the sector is covered under Vietnam’s WTO commitments—an important factor when opening a business in Vietnam as a foreigner.
2.2 Enterprise Registration Certificate (ERC)
Once the IRC is secured, the investor can proceed to apply for the ERC (also referred to as the Business Registration Certificate). The ERC formally registers the company as a legal entity under Vietnamese law and assigns a unique Tax Identification Number (TIN), completing the core step of company formation in Vietnam.
This stage finalizes the legal framework for opening a company in Vietnam.
Required documentation:
- The application for the ERC involves submitting details about the company’s internal structure and governance:
- Application for Enterprise Registration.
- Company Charter (Articles of Association), which outlines the organizational structure and operational rules.
- List of all Board Members or Founding Shareholders.
- List of Legal Representatives (LRs) and their qualifications.
- Letters of Appointment and Authorization.
3. Key Legal Requirements Before & After Licensing
Beyond IRC and ERC issuance, investors must satisfy key compliance conditions related to capital, office location, and legal representation to ensure lawful setting up company in Vietnam.
3.1 Capital requirements
Foreign-Owned Enterprises (FIEs) must manage capital carefully when starting a company in Vietnam:
- Registered Charter Capital must be fully contributed within 90 days.
- DPI assesses capital adequacy even if no statutory minimum applies.
- Certain sectors require higher minimum capital thresholds.
Failure to meet capital deadlines can jeopardize the entire Vietnam company setup.
3.2 Registered address and legal representative (LR)
When establishing a company in Vietnam, the registered address and the Legal Representative (LR) are two mandatory elements that are closely scrutinized by the competent authorities during the licensing process.
Company Registered Address:
A company is legally required to maintain a legitimate, physical, and verifiable registered address in Vietnam in order to qualify for incorporation.
For manufacturing, retail, and trading activities, a dedicated physical operating location is mandatory.
For certain service-based businesses (e.g., consulting), a registered office address may be accepted in accordance with applicable regulations.
The registered address must be formally declared in the incorporation dossier and may be inspected by the Department of Planning and Investment (DPI) during the approval process. As such, it constitutes a critical and non-negotiable requirement for company incorporation in Vietnam.
Legal Representative (LR) Requirements:
Each company must appoint at least one Legal Representative, typically holding the position of Director or General Director.
The Legal Representative must reside in Vietnam.
Where the Legal Representative is a foreign national, a valid Vietnam Work Permit is required and may be applied for during or immediately after the incorporation process.
In summary, having a compliant registered address and a qualified Legal Representative who satisfies residency and work permit requirements are mandatory conditions for a company to be legally established and operate in Vietnam.
3.3 The New Corporate E-ID Mandate (Effective July 1, 2025)
Under Decree No. 69/2024/ND-CP, all companies establishing a company in Vietnam must use a corporate e-ID for administrative procedures. A major consideration for foreign investors is that the Legal Representative must hold a Level 2 personal e-ID posing challenges for those starting a business in Vietnam as a foreigner.
4. Post-Licensing Checklist: Essential Next Steps
After receiving the IRC and ERC, the company is legally formed but cannot operate until all post-licensing procedures are completed an essential phase in registering a business in Vietnam.
4.1 Corporate seal and announcement
The corporate seal must be created and publicly announced, completing compliance for open company Vietnam. The seal serves as the company’s official mark and must include the company name and Tax Identification Number (TIN). Following the creation of the seal, the company must publicly announce the seal’s specimen on the National Business Registration Portal — a mandatory compliance step in how to register a business in Vietnam.
4.2 Bank account opening and capital management
A key step is setting up the necessary bank accounts for capital management and daily transactions.
- Direct Investment Capital Account (DICA): This is a special purpose foreign currency account used exclusively for tracking capital flows. All foreign capital contributions, profit repatriations, and loan transfers (in and out) must be processed through the DICA.
- Current/Operating Account: This account is used for daily operational expenses, local transactions, and payments within Vietnam.
The registered Charter Capital must be fully transferred within 90 days critical for open a company in Vietnam. from the date the ERC is granted, unless otherwise approved by the licensing authority an essential requirement in Vietnam company formation.
4.3 Tax and Labor Compliance
Before the company can generate revenue, several mandatory registrations must be completed:
- Business License Tax (BLT) Payment: The enterprise must declare and pay the annual Business License Tax (also known as Mon Bai Tax) to the local tax authority.
- Labor Registration: The company must register its labor utilization plan and related social insurance information with the local Department of Labor, Invalids and Social Affairs (DoLISA).
4.4 Obtaining Additional Licenses (Sub-licenses)
Conditional business sectors require specialized permits before opening a business in Vietnam. These are required for sectors categorized as “conditional businesses,” making this a critical step in how to open business in Vietnam.
Examples of conditional business sectors requiring sub-licenses:
| Sector | Example of Required Permit | Regulatory Authority |
| Food & Beverage (F&B) | Food Safety Certificate | Local health/food safety management authorities |
| Construction & Real Estate | Construction Permits, Fire Prevention and Fighting Assessment | Local Department of Construction, Fire Police |
| Education & Vocational Training | Operation Licenses for Language Centers or Schools | Local Department of Education and Training (DoET) |
| Finance & Banking | Specific Operating Licenses (e.g., insurance brokerage, lending) | State Bank of Vietnam (SBV) or Ministry of Finance |
5. Why Choose Tica Trustlegal for Your Vietnam Business Setup?
The process of setting up a company in Vietnam involves strict timelines, complex documentation and evolving digital requirements. Any misstep can delay your market entry or trigger compliance risks.
By partnering with Tica Trustlegal, you gain a strategic advantage:
- Proven Expertise: We leverage extensive experience in complex FIE structuring and licensing, ensuring your application meets all regulatory standards on the first attempt.
- Time and Efficiency Savings: We handle all bureaucratic processes, document preparation, and submissions, significantly condensing the timeline and allowing you to focus on your core business strategy.
- Guaranteed Compliance: We ensure every aspect of your setup from legal representative requirements to sector-specific sub-licensing is 100% compliant with the latest Vietnamese laws.
Don’t let regulatory complexity slow your plans. Trust Tica Trustlegal for end-to-end support in how to set up business in Vietnam, from initial licensing to full operational readiness.
Navigating the set up a business in Vietnam process requires meticulous planning, from securing the IRC and ERC to fulfilling all post-licensing duties like capital contribution and e-ID registration. Given the legal complexities and strict timelines, professional guidance is invaluable. To ensure your investment complies with all Vietnamese regulations and achieves a smooth launch, trust Tica’s expertise. Contact us today for comprehensive support on your FIE establishment journey.
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