Capital, setup fees and your real launch budget
When comparing Vietnam company setup costs, a foreign founder may receive a service quotation and assume it represents everything needed to launch. Another founder may see a proposed capital figure and treat it as an extra fee paid to the adviser.
Both approaches can produce a misleading budget.
Before choosing a setup package, separate your funding commitments from the expenses the business will pay. Then map when the money needs to be available. A clear plan helps you assess whether the project is affordable and request a quotation with the right scope.
This guide explains the budgeting questions to resolve before forming a foreign-owned company in Vietnam. It does not prescribe a universal capital amount or publish a service price list.
1. Separate four different numbers
Use four headings in your first budget: the proposed company capital, the project funding plan, one-off setup expenses and recurring operating expenses.
For an LLC, charter capital concerns owners’ contributions or commitments to the company; it is not the adviser’s service fee. Review the legal definition against the chosen company form.[1]
Vietnam’s Investment Law describes investment capital in relation to implementing an investment project.[3] Discuss how the project funding plan relates to the company’s proposed capital and any other funding. Do not treat different figures in a proposal as interchangeable.
Setup and operating expenses describe what money is spent on. Capital and other funding describe where that money comes from. Keeping those views separate makes the budget easier to understand.
2. Build the spending plan before choosing the capital figure
Practical guidance: start with the actual business rather than selecting a convenient round number.
Write down the products or services, intended customers, operating city and premises needs. Identify equipment, stock, staffing and the time you expect to spend preparing before regular customer receipts begin.
A remote business-services model and a customer-facing venue can have very different cash needs. Even two apparently similar companies may differ because of rent, staffing, products or the planned launch schedule.
Ask your adviser to assess the proposed activity for applicable sector and market-access requirements. Do not take a capital recommendation for one business as approval for another. A sensible commercial budget also needs to be distinguished from any legal requirement that applies to the activity.
3. What belongs in the setup-cost estimate?
Request an itemised scope, with the assumptions behind each item.
| Cost area | Questions to ask before accepting a quotation |
|---|---|
| Formation assistance | Which registrations, drafting and submissions are included? |
| Overseas documents | Which processing, translation or delivery costs are included, and which need separate estimates? |
| Premises | What deposit, rent and fitting-out spending will be needed? |
| Activity-specific work | What further assessments or procedures are included for the intended products or services? |
| Banking and accounting setup | What assistance is included, and what is the founder expected to arrange? |
| Foreign personnel | Is immigration or employment support part of the quote or a separate engagement? |
| Recurring services | When do ongoing accounting, premises or other fees begin? |
Ask the provider to separate professional fees, official charges, third-party costs and taxes where applicable. Record exclusions and payment milestones. This makes competing proposals easier to compare without assuming that a lower headline price includes the same work.
4. Include a period of operating expenses
Your business may need cash before its first profitable month.
Prepare a monthly schedule for rent, payroll, accounting, utilities, software, supplies and other relevant expenses. Include deposits and purchases in the month they are actually expected to be paid. Allow for customer payment delays rather than assuming every invoice produces immediate cash.
Choose a planning period that fits your business. Three or six months can be useful budgeting scenarios; neither is presented here as a statutory minimum.
Keep essential spending separate from optional improvements. If the budget becomes tight, you can then assess a smaller launch scope without losing sight of the work needed to operate properly.
5. A hypothetical example: avoid counting the same money twice
Imagine a founder’s illustrative spending forecast is:
| Planned use of funds | Illustrative amount |
|---|---|
| Setup and document work | USD 3,000 |
| Premises deposit and equipment | USD 7,000 |
| Initial operating expenses | USD 8,000 |
| Planning contingency | USD 2,000 |
| Total forecast spending | USD 20,000 |
These figures are invented for explanation. They are not TICA prices, typical market costs, a recommended capital amount or confirmation that a project is legally viable.
Now prepare a separate funding schedule showing what the founder intends to contribute, what other funding is proposed and when each amount can be available.
If contributed funds are intended to finance some of the forecast spending, adding that entire contribution again to the spending total would double-count that portion. Conversely, an expense the founder pays personally before formation should not automatically be treated as a completed contribution. Ask the adviser and accountant how each transfer and expense should be documented and classified.
The useful outcome is a matched sources-and-uses plan, with timing and supporting records.
6. Treat the contribution deadline as a separate workstream
For a multi-member LLC, Article 47(2) provides a 90-day contribution period from ERC issuance, with specified exclusions for asset transport, import and ownership-transfer procedures. Article 47(4) addresses adjustment where contributions are incomplete.[2]
The adjustment period is not a routine extension of the contribution deadline.
Practical guidance: request a written calendar for your company form and project. Identify the amount, contributor, applicable deadline, bank arrangements and evidence to keep. Discuss the appropriate transfer route before sending money.
If a delay becomes likely, seek advice promptly. Do not assume that informal agreement between founders, an overseas balance screenshot or a payment to the service provider settles the company’s capital obligations.
7. What to send when requesting a company formation quote
To make the first consultation useful, prepare:
- Investor nationality and whether investment will be personal or through an overseas company.
- Proposed ownership percentages.
- Actual business activities, products and sales channels.
- City and intended premises model.
- Equipment, stock and staffing needs.
- Available funds and the proposed funding timetable.
- Target launch date and commitments already made.
- Documents already available for review.
- Assistance needed beyond formation, such as accounting or foreign personnel support.
- Questions about fees, exclusions and payment stages.
This is a practical consultation checklist, not a complete statutory filing dossier. It helps the provider identify what still needs assessment and prepare a proposal for your project.
Frequently asked questions
Is charter capital a fee paid to the company formation adviser?
No. Keep the company’s capital plan separate from the adviser’s agreed fees. Check the payment destination and purpose before transferring money.
Is there one minimum capital figure suitable for every foreign-owned company?
Do not use a universal figure to plan all businesses. Request an assessment of the specific activity and funding plan, including any applicable sector requirements.
Should I add the capital amount to every business expense?
Use separate funding and spending schedules. Check which expenses are intended to be financed by those funds so the same money is not counted twice.
Can setup expenses I paid personally be counted as my contribution?
Do not assume so. Have the transaction, documents and proposed treatment reviewed before recording it that way.
Does a formation quote include rent, accounting and immigration services?
Only rely on the written scope. Ask for inclusions, exclusions, recurring charges and the point at which each service begins.
Plan your Vietnam company budget with TICA TrustLegal
Send TICA your investor structure, intended activity, city, available budget and target launch date. We can discuss the formation requirements to assess and the scope of assistance needed for a project-specific proposal.
You can also identify any premises, document or post-registration work you want included, so the quotation addresses the business you actually plan to launch.
Website: https://ticatrustlegal.com
Email: tica.trustlegal@gmail.com
WhatsApp: +84 354 658 272
Reviewed on 7 October 2026. Budgeting examples are practical illustrations. Exact capital, contribution and funding arrangements require assessment of the chosen company and project.
Official references
[1] Enterprise Law 59/2020/QH14, Article 4(34), read with amendments. Original government record and signed text: https://chinhphu.vn/?classid=1&docid=200447&orggroupid=1&pageid=27160 . Consolidation 67/VBHN-VPQH, issued 15 August 2025: https://congbao.chinhphu.vn/van-ban/van-ban-hop-nhat-so-67-vbhn-vpqh-45865/58269.htm . Do not mistake the consolidation portal’s placeholder effective-date field for a legal commencement date. [2] Ministry of Finance answer published 9 October 2025, explaining Enterprise Law Article 47(2) and (4), checked 7 October 2026: https://chinhsachonline.chinhphu.vn/thanh-vien-cong-ty-khong-gop-du-von-xu-ly-the-nao-81753.htm . Applied here only to the stated multi-member LLC rule; not a universal deadline for all company forms or investment arrangements. [3] Investment Law 143/2025/QH15, Article 3(23), signed text: https://datafiles.chinhphu.vn/cpp/files/vbpq/2026/01/luat143-2025.pdf . General effective date 1 March 2026, subject to Article 51 exceptions.Editorial currency note: Government record for amendment 24/2026/QH16 lists 1 March 2027 as its effective date: https://chinhphu.vn/?classid=1&docid=219356&orggroupid=1&pageid=27160 . Not treated as already effective in this draft.
