As of early 2026, Vietnam continues to break records in Foreign Direct Investment (FDI), driven by its strategic role in global supply chains. However, for international entrepreneurs, business registration in Vietnam is not merely a formality—it is a rigorous legal process governed by the Law on Enterprises 2020 and the newly updated Decree 70/2025/ND-CP. Whether you are launching a tech startup or a manufacturing hub, this guide provides the clarity needed to navigate Vietnam company registration and secure your business license in Vietnam with speed and compliance.
1. Eligibility: Who Can Register a Company in Vietnam?
Under current regulations, almost any international individual or organization is entitled to perform business registration in Vietnam for foreigners. However, several key restrictions apply:
- Prohibited Entities: Government officials, commissioned military officers, and individuals facing criminal prosecution are barred from managing enterprises under Article 17 of the Law on Enterprises 2020.
- Legal Capacity: Foreign investors must provide a legalized Certificate of Incorporation (for organizations) or a notarized passport (for individuals) to prove their legal standing.
2. The Dual-License system: IRC and ERC
For most foreign-invested projects, the process of how to register company in Vietnam involves a two-tier licensing system. This is the “gold standard” for ensuring your investment is legally protected.
2.1 Investment Registration Certificate (IRC)
The IRC is the first prerequisite for business registration Vietnam. It establishes the objectives, scale, and capital structure of the project.
- Timeline: 15–45 working days.
- Key Requirement: You must demonstrate “Financial Capacity” via bank statements or audited reports showing a balance equal to or greater than the planned Charter Capital as required by the Law on Investment 2020.
2.2 Enterprise Registration Certificate (ERC)
Once the IRC is granted, you apply for the ERC, which serves as your Vietnam business license and tax identity.
- Timeline: 3–5 working days.
- Enterprise Identification Number: The ERC issues a unique 10-digit code used for all tax and administrative procedures in Vietnam.
Read more: Understanding the Enterprise Registration Certificate Vietnam
3. Key requirements for Vietnam business registration
To successfully complete company registration Vietnam, investors must satisfy four critical pillars:
3.1. Business name reservation
The name must be unique and comply with strict naming prohibitions on the National Portal. It cannot duplicate existing entities and must include the type of enterprise (e.g., “Company Limited” or “Joint Stock Company”).
3.2. Registered business address
Every Vietnam business permit application requires a physical headquarters address at a commercial building.
- Virtual Offices: Popular for service-based firms, but the address must be real and capable of receiving official correspondence from tax authorities.
- Prohibition: Residential apartments cannot be used as headquarters for business registration in Vietnam.
3.3. Capital contribution (The 90-Day rule)
While there is no statutory “minimum capital” for most sectors, the amount must be “reasonable” to maintain operations. Crucially, 100% of the registered Charter Capital must be fully contributed within 90 days from the ERC issuance date.
3.4. The legal representative (LR)
A Vietnam business license requires at least one Legal Representative residing in Vietnam.
New for 2026: All LRs must now possess a Level 2 Electronic Identification Account (e-ID) to perform digital signatures and online filings.
4. Specialized business permits and sub-licenses
Obtaining the Enterprise Registration Certificate (ERC) does not automatically authorize a foreign-invested enterprise (FIE) to conduct all business activities in Vietnam. Depending on the registered business lines and market access conditions, additional sector-specific permits and operational approvals may be required before commencing operations.
Below are the most common regulated sectors requiring sub-licenses:
4.1 Retail and Wholesale Trading Activities
Foreign-invested companies engaging in distribution activities (import, wholesale, or retail of goods) must comply with Vietnam’s WTO commitments and Decree No. 09/2018/ND-CP (as amended).
Key requirements include:
- Business License (Trading License): Required for FIEs conducting retail distribution or certain wholesale activities. This license is issued by the Department of Industry and Trade (DOIT).
- Retail Outlet License (if opening physical stores): Required for establishing retail outlets. The first outlet is generally subject to simplified review; additional outlets may require an Economic Needs Test (ENT), depending on location and size.
- Product-specific permits: Certain goods (e.g., pharmaceuticals, alcohol, cosmetics, food products, medical devices) require additional import permits, product registration, or conformity declarations with the Ministry of Health or relevant authorities.
Processing timelines typically range from 20–45 working days, depending on the complexity of the application and whether central ministry approval is required.
4.2 Education Sector
Foreign-invested enterprises providing educational services must comply with the Law on Education 2019 and Decree No. 86/2018/ND-CP (as amended).
Common approvals include:
- Investment approval for education projects
- Decision on establishment of the educational institution
- Operation license (Educational Operation Permit)
Requirements generally include:
- Minimum investment capital thresholds (varies by education level)
- Approved facilities meeting classroom and safety standards
- Qualified teaching staff with recognized degrees and work permits (for foreign teachers)
- Curriculum approval where applicable
The licensing process is multi-layered and may require approval from the Department of Education and Training and the Provincial People’s Committee.
4.3 Healthcare and Medical Services
Healthcare activities are strictly regulated under the Law on Medical Examination and Treatment 2023 and related decrees.
Before operating, companies must obtain:
- Establishment approval for medical facilities
- Operation License for medical examination and treatment
- Practicing Certificates for doctors and healthcare professionals
Requirements include:
- Compliance with infrastructure standards (treatment rooms, medical equipment, sanitation)
- Minimum charter capital for certain types of clinics or hospitals
- Certified medical personnel with valid Vietnamese practicing licenses
- Fire prevention and environmental compliance approvals
Applications are reviewed by the Department of Health or the Ministry of Health, depending on the scope of services.
4.4 Regulatory Considerations
In regulated sectors, authorities will assess:
- Market access restrictions applicable to foreign investors
- Financial capacity and project feasibility
- Compliance with national planning policies
- Industry-specific capital requirements
Failure to obtain the required sub-licenses before commencing operations may result in administrative penalties, suspension of activities, or revocation of the ERC.
5. Post-registration compliance checklist
To keep your business license in Vietnam valid, you must complete the following steps within the first 30 days:
- Seal Carving: Create and register the official corporate seal.
- DICA Account: Open a Direct Investment Capital Account (DICA) at a licensed bank in Vietnam. All investment capital must flow through this account.
- Digital Signature: Purchase a digital signature (Token or Cloud-based) for tax declarations.
- Public Announcement: Announce the company formation on the National Business Registration Portal within 30 days.
Summary of Vietnam business registration:
| Feature | Requirement |
| Minimum Shareholders | 1 (LLC); 3 (JSC) |
| Foreign Ownership | Up to 100% in most sectors |
| Setup Timeline | 4 – 8 Weeks (Full FDI setup) |
| Annual Audit | Mandatory for all Foreign-Owned Enterprises |
Vietnam business registration is the gateway to one of the world’s most dynamic markets, but the complexity of local decrees requires absolute precision. From choosing the right business scope to ensuring 90-day capital compliance, every detail determines your long-term legal stability.
At Tica Trustlegal, we provide end-to-end support for business registration in Vietnam, ensuring your IRC and ERC are approved with maximum efficiency. We handle the administrative burdens so you can focus on growth.
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