COMPANY INCORPORATION SERVICES IN VIETNAM
Professional, reputable, dedicated support for foreign investors entering the Vietnamese market
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1. What Are Company Incorporation Services In Vietnam?
Company incorporation services in Vietnam refer to the professional legal support provided to individuals and organizations — Vietnamese or foreign — who wish to establish a legally recognized business entity in Vietnam. These services guide investors through every stage of market entry, from choosing the right corporate structure to obtaining the licenses needed to operate legally.
A full incorporation service typically covers:
Initial consultation on suitable business structure, capital ownership, and registered business lines
Preparation and submission of licensing applications
Liaison with the Department of Planning and Investment (or Department of Finance) and other state authorities
Post-licensing procedures such as seal registration, bank account opening, and initial tax filings
Ongoing legal, tax, and accounting support once the company is operational
For foreign investors in particular, incorporation is more involved than for a wholly Vietnamese-owned company, since it must also account for foreign ownership limits, conditional business sectors, and — in many cases — an Investment Registration Certificate.
2. Who Needs Company Incorporation Services In Vietnam? {#2}
These services are designed for:
Foreign individuals or companies wanting to establish a 100% foreign-owned company in Vietnam
Foreign investors partnering with a Vietnamese individual or company in a joint venture
Vietnamese entrepreneurs starting a wholly domestic company
Overseas Vietnamese returning to invest in the home market
Existing foreign companies expanding into Vietnam through a subsidiary, branch, or representative office
3. Common Business Entities Available To Foreign Investors {#3}
a) Single-Member Limited Liability Company (LLC)
Owned by one individual or one organization, who is liable only up to the amount of charter capital contributed. This is the simplest structure for a sole foreign investor.
b) Multi-Member Limited Liability Company
Owned by 2 to 50 members, suited to joint ventures between a foreign investor and a Vietnamese partner, or between multiple foreign investors.
c) Joint Stock Company (JSC)
Requires a minimum of 3 shareholders, with charter capital divided into shares. This structure is preferred for larger enterprises or those planning to raise capital from multiple investors in the future.
d) Representative Office
Allows a foreign company to establish a liaison presence in Vietnam — useful for market research and business development — without conducting revenue-generating activities.
e) Branch Office
Permits direct commercial operations under the foreign parent company's name, though this option is restricted to a limited number of regulated industries.
4. Conditions For Incorporating A Company In Vietnam {#4}
Foreign investors must satisfy several conditions before incorporation is approved:
Investor eligibility — the investor must be an individual of legal age or a duly established organization from a WTO member country or a country with an applicable bilateral investment treaty
Permitted business lines — the proposed business activities must be allowed under Vietnamese law
Market access conditions — some sectors impose limits on the foreign ownership ratio, investment form, or investor capacity, as set out in Vietnam's market-access schedules
Registered office address — a valid lease agreement or legal proof of the right to use the premises as company headquarters (residential apartments used purely for housing cannot serve as an office)
Sector-specific capacity requirements — certain regulated fields require the investor to demonstrate relevant experience or professional qualifications
5. Charter Capital Requirements {#5}
Vietnamese law generally does not set a minimum or maximum charter capital, except for a limited number of conditional sectors (such as banking, securities, insurance, or labor leasing) that require a specific legal capital or deposit level.
In practice, investors should set charter capital based on:
The investor's actual financial capacity
The scale and scope of planned operations
Expected operating costs during the early phase of business
Contracts or investment plans already agreed with partners
6. Documents Required For Incorporation {#6}
Foreign investors typically need to prepare:
Proof of legal status — passport (for individuals) or certificate of incorporation (for organizations), consularly legalized and translated into Vietnamese
Proof of financial capacity — bank statements, financial reports, or a parent-company funding commitment, equal to at least the proposed capital contribution
Registered office documents — a lease agreement together with the lessor's legal ownership or leasing rights
Technology documentation — required only if the project involves the use of specific technology or production processes
Company information — proposed company name, business lines, charter capital, and legal representative details
All foreign-language documents must be translated into Vietnamese, with the translation notarized and the original documents legalized at a Vietnamese diplomatic mission abroad.
7. Step-By-Step Incorporation Process {#7}
Most foreign-invested projects follow one of two general pathways:
Pathway A — Register investment, then establish the business
Apply for and obtain the Investment Registration Certificate (IRC)
Apply for and obtain the Enterprise Registration Certificate (ERC)
Make the company seal, open a bank account, register a digital signature, and contribute charter capital
Complete post-establishment procedures (business licenses, tax registration, labor and social insurance registration)
Pathway B — Establish the business first, then register the investment
Apply for and obtain the Enterprise Registration Certificate
Make the seal, open a bank account, register a digital signature, and contribute capital
Apply for and obtain the Investment Registration Certificate
Complete post-establishment procedures
Pathway C — Capital contribution or share purchase in an existing company Foreign investors may also enter the market by contributing capital to, or purchasing shares in, a Vietnamese company that already holds an Enterprise Registration Certificate. This route generally involves fewer procedures than establishing a brand-new project with an Investment Registration Certificate.
Processing time typically ranges from a few weeks to a few months, depending on the business sector, capital ownership structure, and whether the project requires prior investment policy approval.
8. Company Incorporation Services Provided By Thuy Ngoc Law Firm {#8}
Thuy Ngoc Law Firm supports investors through every stage of company formation in Vietnam, including:
Consulting on suitable business structure, foreign ownership ratio, and business lines
Advising on project location and registered office requirements
Preparing and reviewing all licensing documents
Submitting applications for the Investment Registration Certificate and Enterprise Registration Certificate
Following up with licensing authorities and resolving issues that arise during processing
Receiving results and handing over licenses, seals, and related documents to the client
Assisting with capital account opening and guidance on capital contribution deadlines
Completing post-establishment procedures: digital signature purchase, initial tax declaration, and electronic invoice registration
Providing continued accounting, tax, work permit, visa, and residence card support after the company is operational
9. Service Fees And Processing Time {#9}
The fee schedule below is indicative only; please contact Thuy Ngoc Law Firm directly for an exact quotation based on your specific project.
No.ServiceProcessing Time (working days)Service Fee (reference)
1Investment Registration Certificate10 – 20Contact for quote
2Capital contribution / share purchase registration10 – 20Contact for quote
3Enterprise Registration Certificate5 – 10Contact for quote
10. What You Receive After Incorporation {#10}
Clients who use Thuy Ngoc Law Firm's incorporation service will receive:
Investment Registration Certificate (where applicable)
Enterprise Registration Certificate
Company seal
Bank account opened in the company's name
Registered digital signature
Electronic invoices (if purchased through the firm)
Ongoing legal guidance throughout the incorporation process
11. Why Choose Thuy Ngoc Law Firm {#11}
Extensive experience advising foreign investors and domestic enterprises on company formation across many industries
Dedicated, client-specific consulting — every recommendation is tailored to the client's business lines, capital plan, and long-term goals
Time and cost savings through efficient handling of documentation and licensing procedures
Fast, accurate processing with close monitoring of applications at every licensing authority
End-to-end support after incorporation — including accounting, tax, work permits, and visas — so clients have one trusted partner for both formation and ongoing compliance
12. Obligations After Incorporation {#12}
Once the Enterprise Registration Certificate is issued, companies must:
Display the company sign at the registered headquarters
Open a transaction bank account for payments and electronic tax filing
Register and use a digital signature for online tax declarations
Register and issue electronic invoices
Transfer the full charter capital into the company account within 90 days of incorporation
Apply for work permits for foreign employees, where required
Register employees for social insurance
Maintain accounting books and prepare periodic financial statements
File tax declarations and complete annual tax finalization
Submit periodic reports required under specialized regulations (investment monitoring, labor reports, and similar filings)
13. Taxes A Newly Incorporated Company Must Pay {#13}
Foreign-invested companies are subject to the same core tax obligations as domestic companies, including:
Value Added Tax (VAT) — based on the difference between output and input VAT for the period
Corporate Income Tax — payable only once the company is profitable, at rates generally between 15% and 20%
Personal Income Tax — withheld on employee income as required by law
Import and Export Duties — applicable to companies engaged in international trade
Special Consumption Tax — applicable only to specific regulated goods
Resource Tax and Contractor Tax — applicable where relevant to the company's activities
14. Investment Capital, Visa And Temporary Residence Card For Foreign Investors {#14}
The value of a foreign investor's capital contribution in Vietnam does more than establish the company's financial foundation — it also determines the type and validity period of the visa or temporary residence card (TRC) the investor is entitled to.
a) Visa classification by capital contribution
Vietnam issues four investor visa categories (DT1 to DT4), classified according to the value of the investor's capital contribution or the investment incentives attached to the project:
DT1 — capital contribution of VND 100 billion or more, or investment in an industry or location eligible for special investment incentives; valid for up to 5 years
DT2 — capital contribution from VND 50 billion to under VND 100 billion, or investment in an encouraged industry; valid for up to 5 years
DT3 — capital contribution from VND 3 billion to under VND 50 billion; valid for up to 3 years
DT4 — capital contribution of less than VND 3 billion; valid for up to 1 year
b) Temporary residence card by capital contribution
The capital contribution level also determines eligibility for, and the validity period of, a temporary residence card:
Below VND 3 billion — the investor is not eligible for a TRC and is instead issued a DT4 visa (valid up to 12 months)
From VND 3 billion to under VND 50 billion — TRC valid for up to 3 years
From VND 50 billion to under VND 100 billion — TRC valid for up to 5 years
VND 100 billion or more — TRC valid for up to 10 years
Because these thresholds directly affect how long an investor may stay in Vietnam without renewing paperwork, capital structuring should take visa and TRC planning into account from the outset, not only tax and liability considerations.
15. Work Permit, Visa And Temporary Residence Card For Foreign Investors {#15}
Foreign investors who intend to work in Vietnam — rather than simply hold capital in a Vietnamese company — must also consider work permit requirements alongside their visa and TRC.
a) Work permit exemption for investors
An investor who is the owner or a capital-contributing member of a limited liability company, with a capital contribution of VND 3 billion or more, is generally exempt from the requirement to obtain a work permit. Investors whose capital contribution falls below this threshold are not exempt and must apply for a work permit before working in Vietnam.
b) Applying for a work permit
Where a work permit is required, the standard process includes:
Registering the demand for foreign labor with the local labor authority
Preparing the investor's or employee's documents: health check certificate, criminal record certificate, qualification/experience documents, passport, and photos
Submitting the work permit application dossier to the Department of Labor, Invalids and Social Affairs (or equivalent authority)
Receiving the work permit, which then supports the corresponding visa or TRC application
c) Coordinating work permit, visa, and TRC
For foreign investors who also serve as company managers or work on-site in Vietnam, Thuy Ngoc Law Firm advises on the most efficient combination of documents — for example, whether the investor qualifies for a work permit exemption certificate, and which visa or TRC category best matches their capital contribution and role in the company — to avoid duplicate applications and unnecessary renewal costs.
16. Frequently Asked Questions {#16}
Can a foreigner own 100% of a company in Vietnam? In most business sectors, yes. Some sectors impose foreign ownership limits or require a Vietnamese joint-venture partner, so it's important to check the applicable conditions for your specific business line before incorporation.
Is there a minimum charter capital requirement? No general minimum applies, except for a small number of conditional sectors that require specific legal capital. Charter capital should reflect the investor's financial capacity and the scale of planned operations.
How long does incorporation take? A simple, unconditional business line can typically be registered within a few weeks. Projects requiring an Investment Registration Certificate, or falling under conditional sectors, may take one to several months.
Can I use a residential apartment as my company's registered office? No — units zoned purely for residential use cannot serve as a company headquarters. Mixed-use units (with both residential and commercial function) may be permitted.
Do I need a Vietnamese work permit if I'm a company owner? Company owners or capital-contributing members with a contribution of VND 3 billion or more are generally exempt from the work permit requirement, though this depends on individual circumstances.
What happens if charter capital isn't fully contributed on time? The Enterprise Law requires charter capital to be contributed in full within 90 days of incorporation. If this deadline is missed, the company must register an adjustment to its charter capital or face administrative penalties.
Contact Thuy Ngoc Law Firm
If you are a foreign investor looking to incorporate a company in Vietnam, contact Thuy Ngoc Law Firm for a tailored consultation and service quotation:
Head Office: No. 9 Phan Ke Binh Street, Tan Dinh Ward, Ho Chi Minh City, Vietnam
Binh Thanh Office: P7-38.17, Park 7 Tower, Vinhomes Central Park, 720A Dien Bien Phu, Thanh My Tay Ward, Ho Chi Minh City, Vietnam
Tel: 028.3620.8435 – 0942.050.407
Email: ngocthu@thuyngoclaw.com
Website: thuyngoclaw.com
