COMPANY INCORPORATION SERVICES IN HCM CITY, VIETNAM

The Complete Guide for Foreign Investors — Set Up Your Company, Get Your Work Permit, Visa & Temporary Residence Permit in Vietnam

Thuy Ngoc Law Firm — Professional, Reputable, Dedicated

Email, phone number and contact information (See details)

----------------

1. Introduction: Why Setting Up a Company in Vietnam Feels Overwhelming

Vietnam has become one of Asia's most attractive destinations for foreign capital. A young, skilled workforce, a fast-growing consumer market, a strategic location in Southeast Asia, and an expanding web of free trade agreements have pulled entrepreneurs, manufacturers, tech founders, and multinational corporations toward the country. Yet almost every foreign investor who decides to set up a company in Vietnam runs into the same wall: the process looks simple from the outside and turns out to be anything but.

You already know your business. What you don't know is how to translate that business into a Vietnamese legal entity — which license to apply for first, how much charter capital to register, whether your industry is "conditional," what to do about a work permit, how your capital contribution affects your visa and temporary residence permit in Vietnam, and how to stay compliant once the company is running. That gap between knowing your business and knowing Vietnamese law is exactly where professional company incorporation services earn their value.

This guide walks you through the entire journey — the problems, the legal framework, the step-by-step process, and the results you can expect. It is written specifically for foreign individuals and companies who want to establish, operate, and work in a business in Vietnam. And it reflects how Thuy Ngoc Law Firm, a dedicated Ho Chi Minh City law firm, guides investors from first consultation to a fully licensed, tax-registered, ready-to-operate company.

Think of what follows as a roadmap in three parts. First, we name the friction — the practical, legal, and immigration obstacles that make foreigners hesitate. Second, we lay out the solution: the exact structures, conditions, documents, and licensing pathways that turn a business idea into a registered Vietnamese entity, along with the immigration package (work permit, visa, and residence card) that lets you actually run it on the ground. Third, we show the result — the certificates, accounts, and ongoing compliance support you hold in your hand when the process is done. Read it end to end, or jump to the section that matches where you are today.

2. The Real Pain Points Foreign Investors Face

Before we talk solutions, let's be honest about the obstacles. Most foreign entrepreneurs who try to handle company formation on their own hit at least a few of these:

a) The language and paperwork barrier. Every application, contract, and certificate must be prepared in Vietnamese. Foreign documents must be consularly legalized and translated by a notarized translator. One mistranslated business line can delay your license by weeks.

b) Not knowing which license comes first. Foreign investors usually need both an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC). Filing them in the wrong order — or missing that your project needs prior investment policy approval — resets the clock.

c) "Conditional" business sectors. Retail, tourism, education, logistics, and dozens of other fields carry foreign-ownership caps, extra sub-licenses, or capacity requirements that are invisible until an officer rejects your file.

d) Charter capital guesswork. Register too little and you cannot get the visa or residence card you need. Register too much and you overcommit capital you must actually transfer within 90 days.

e) Immigration confusion. The relationship between your capital contribution, your investor visa category, your temporary residence card, and your work permit is tightly linked — and getting one wrong forces expensive re-applications.

f) Post-licensing compliance shocks. Even a company with zero revenue must keep accounting books, file tax declarations, buy a digital signature, and issue e-invoices. Many first-time investors discover these duties only after they are already late.

Each of these problems is solvable. Together, they explain why so many investors decide that professional company formation services are not a luxury but a form of insurance against costly, time-consuming mistakes.

3. What Are Company Incorporation Services in Vietnam?

Company incorporation services are the professional legal support provided to individuals and organizations — Vietnamese or foreign — who want to establish a legally recognized business entity in Vietnam. A complete company establishment service guides you through every stage of market entry, from choosing the right corporate structure to obtaining the licenses you need to operate lawfully.

A full-scope incorporation service typically covers:

a) Initial consultation on the most suitable business structure, capital ownership ratio, and registered business lines

b) Preparation and submission of all licensing applications

c) Liaison with the Department of Finance (formerly the Department of Planning and Investment) and other competent state authorities

d) Post-licensing procedures such as seal engraving, corporate bank account opening, and initial tax registration

e) Ongoing legal, tax, and accounting support once the company is operational

For foreign investors specifically, incorporation is more involved than for a wholly Vietnamese-owned company, because it must also account for foreign-ownership limits, conditional business sectors, and — in most cases — an Investment Registration Certificate. This is where an experienced firm turns a maze into a checklist.

4. Who Needs Company Formation Services?

These services are designed for anyone facing the Vietnamese market-entry process for the first time, including:

a) Foreign individuals or companies wanting to establish a 100% foreign-owned company in Vietnam

b) Foreign investors partnering with a Vietnamese individual or company in a joint venture

c) Vietnamese entrepreneurs starting a wholly domestic company

d) Overseas Vietnamese returning to invest in their home market

e) Existing foreign companies expanding into Vietnam through a subsidiary, branch, or representative office

If you fall into any of these groups, the sections below map out exactly what your path to a licensed company looks like. The route is not identical for everyone: a manufacturer leasing an industrial site follows a different sequence from a software founder registering a services company, and a foreign investor buying into an existing Vietnamese business avoids some steps that a greenfield project cannot. What every group shares, however, is the need for a clear structure decision, a compliant document set, and an immigration plan that matches the role each foreign stakeholder will play in the company.

5. Choosing the Right Business Entity

Your choice of legal structure shapes your liability, your governance, and your ability to raise capital later. Foreign investors in Vietnam most commonly select from the following:

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 and the most popular first choice.

b) Multi-Member Limited Liability Company

Owned by 2 to 50 members. It suits joint ventures between a foreign investor and a Vietnamese partner, or between several 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 — or eventually list — 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.

6. Conditions for Company Establishment in HCM City, Vietnam

Foreign investors must satisfy several conditions before incorporation is approved:

a) Investor eligibility — the investor must be an individual of legal age or a duly established organization, ideally from a WTO member country or a country with an applicable bilateral investment treaty.

b) Permitted business lines — the proposed business activities must be allowed under Vietnamese law.

c) 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.

d) Registered office address — a valid lease agreement or legal proof of the right to use the premises as company headquarters. A residential apartment used purely for housing cannot serve as an office.

e) Sector-specific capacity requirements — certain regulated fields require the investor to demonstrate relevant experience or professional qualifications.

7. Charter Capital: How Much Do You Really Need?

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, you should set your charter capital based on:

a) Your actual financial capacity.

b) The scale and scope of your planned operations.

c) Expected operating costs during the early phase of business.

d) Contracts or investment plans already agreed with partners.

There is one more factor that first-time investors often overlook: your charter capital directly determines your visa category and temporary residence permit in Vietnam. We cover those thresholds in Section 10 — and they are a major reason capital should be planned with immigration in mind, not just tax and liability.

8. Documents Required to Set Up a Company in HCM City, Vietnam

Foreign investors typically need to prepare:

a) Proof of legal status — passport (for individuals) or certificate of incorporation (for organizations), consularly legalized and translated into Vietnamese.

b) Proof of financial capacity — bank statements, financial reports, or a parent-company funding commitment, equal to at least the proposed capital contribution.

c) Registered office documents — a lease agreement together with the lessor's legal ownership or leasing rights.

d) Technology documentation — required only if the project involves specific technology or production processes.

e) 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.

9. Step-by-Step Incorporation Process in HCM City, Vietnam (IRC & ERC)

Most foreign-invested projects follow one of three general pathways.

Pathway A — Register the investment, then establish the business

Apply for and obtain the Investment Registration Certificate (IRC).

Apply for and obtain the Enterprise Registration Certificate (ERC).

Engrave 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 IRC.

Processing time typically ranges from a few weeks to a few months, depending on the business sector, the capital-ownership structure, and whether the project requires prior investment policy approval. A good company formation services provider shortens this timeline by preparing a clean, complete file the first time — the single biggest factor in avoiding delays.

Which pathway is right for you depends on your priorities. Pathway A gives the cleanest legal footing for a genuinely new foreign-invested project and is usually recommended when the business line is conditional or the capital is significant. Pathway B can be faster to a trading entity in narrow, non-conditional cases, but it must be sequenced carefully so the later investment registration does not conflict with the company already formed. Pathway C — buying into an existing company — is often the quickest and lightest option for investors who find a suitable local partner, though it demands thorough due diligence on the target company's history, debts, and licenses before any capital changes hands. Choosing correctly at this fork saves the most time of any single decision in the whole process, which is precisely why the first consultation matters so much.

10. Work Permit, Visa & Temporary Residence Permit in Vietnam

If you plan to live and work in Vietnam — not just hold capital in a Vietnamese company — this section is critical. The value of your capital contribution does more than establish your company's financial foundation; it also determines the type and validity of your investor visa, your temporary residence permit in Vietnam (TRC), and whether you need a work permit at all.

a) Investor Visa Categories (DT1–DT4)

Vietnam issues four investor-visa types, classified by the value of the investor's capital contribution or the incentives attached to the project:

DT1 — capital contribution of VND 100 billion or more, or investment in a specially incentivized industry or location; 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 12 months.

b) Temporary Residence Card by Capital Contribution

Your capital contribution level also determines eligibility for, and the validity of, a temporary residence card:

- Below VND 3 billion — not eligible for a TRC; the investor receives only a DT4 visa (valid up to 12 months).

- VND 3 billion to under VND 50 billion — TRC valid for up to 3 years.

- 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.

c) 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 contribution falls below this threshold are not exempt and must apply for a work permit before working in Vietnam.

Where a work permit is required, the standard process includes registering the demand for foreign labor with the local labor authority; preparing the health check certificate, criminal record certificate, qualification and experience documents, passport, and photos; submitting the dossier to the Department of Home Affairs (labor management); and receiving the work permit, which then supports the corresponding visa or TRC application.

Because these thresholds directly affect how long you can stay in Vietnam without renewing paperwork, capital structuring should account for visa, work permit, and temporary residence permit in Vietnam planning from the very beginning — one of the most valuable things an experienced firm does for you.

For more information, please refer to our Work Permit, Visa, and Temporary Residence Card Services for Foreign Employees in Vietnam.

Work Permit, Visa and Temporary Residence Card Services for Foreign Employees in Vietnam (View Details)

11. How Thuy Ngoc Law Firm Solves Every Step for You

This is where the pain points from Section 2 disappear. Thuy Ngoc Law Firm supports investors through every stage of company formation in Vietnam, so you never have to guess:

- Consulting on the 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 you

- 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

In other words: one trusted partner handles the entire arc — from your first question to a company that is licensed, tax-registered, and ready to trade — and stays with you for compliance afterward.

12. Service Fees & Processing Time

The fee schedule below is indicative only. Please contact Thuy Ngoc Law Firm directly for an exact quotation based on your specific project.

No	Services	Implementation Timeframe (Working Days)	Service fee (VND 1.000)
1	Procedures for obtaining the Investment Registration Certificate	10 - 20	From 19.000
2	Procedures for registering capital contributions and purchasing equity stakes.	10 - 20	From 19.000
3	Procedures for obtaining the Enterprise Registration Certificate	05 - 10	From 7.500

Email, phone number and contact information (View details)

13. What You Receive After Incorporation (Your Results)

This is the payoff — the concrete deliverables you walk away with. Clients who use Thuy Ngoc Law Firm's incorporation service receive:

- Investment Registration Certificate (where applicable)

- Enterprise Registration Certificate

- Company seal

- A bank account opened in the company's name

- A registered digital signature

- Electronic invoices (if purchased through the firm)

- Ongoing legal guidance throughout — and beyond — the incorporation process

The bigger result is peace of mind: a company that is fully compliant from day one, an immigration status that matches your role and capital, and a single point of contact for everything that follows.

14. Obligations After Company Establishment

Once the Enterprise Registration Certificate is issued, your company 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).

You may refer to our Compliance Reporting Services for enterprises in Vietnam here.

Compliance Reporting Services For Enterprise In Vietnam (View details)

15. Taxes a Newly Incorporated Company Must Pay in Vietnam

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 (CIT) — payable only once the company is profitable, at rates generally between 15% and 20%.

- Personal Income Tax (PIT) — 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.

- Natural Resources Tax and Foreign Contractor Tax — applicable where relevant to the company's activities.

Note that even a company with no input or output invoices must still file tax declarations, keep accounting books, and prepare financial statements. Foreign-invested companies' annual financial statements must also be independently audited.

You may refer to our Tax Procedure Services for enterprises in Vietnam here.

Tax Procedure Services For Enterprises In Vietnam (View details)

16. Why Foreign Investors Choose Thuy Ngoc Law Firm in HCM City, Vietnam

- Proven experience — many years advising foreign investors and domestic enterprises on company formation across a wide range of industries.

- Deep expertise in foreign investment — we specialize in the IRC/ERC pathways, conditional-sector sub-licenses, and market-access rules that trip up newcomers.

- Dedicated, client-specific consulting — every recommendation is tailored to your business lines, capital plan, and long-term goals.

- Time and cost savings — efficient handling of documentation and licensing avoids the re-filing that eats weeks and money.

- End-to-end support — accounting, tax, work permits, visas, and residence cards, so you have one trusted partner for both formation and ongoing compliance.

- Reasonable, transparent pricing — clear fees agreed up front, with no surprise charges beyond the scope you signed.

17. Frequently Asked Questions

Q1. Is setting up a foreign-invested company harder than a 100% Vietnamese-owned company?

A. Yes. A foreign-invested enterprise is generally more complex and time-consuming, because it usually requires an Investment Registration Certificate (IRC) before the Enterprise Registration Certificate (ERC), plus stricter documentation, capital, and market-access requirements.

Q2. Do foreign investors contribute charter capital in cash or by bank transfer?

A. Capital may be contributed in Vietnamese Dong or a freely convertible foreign currency, but it must be transferred through a dedicated direct investment capital account at a licensed bank in Vietnam — it cannot be paid in cash.

Q3. How much of a company can a foreign investor own?

A. The maximum ownership ratio depends on the specific business lines and on any applicable international treaties (WTO commitments and free trade agreements). Where no treaty restricts the sector and it is not on Vietnam's restricted list, foreign investors may own up to 100%.

Q4. Can an apartment be used as the company's registered address?

A. An apartment designated solely for residential use cannot serve as a company headquarters. However, mixed-use "officetel" units approved for both residential and office purposes can be used as a registered address.

Q5. What is the deadline for contributing capital?

A. Members, owners, and shareholders must contribute their full committed capital within 90 days of the ERC being issued. If not fully contributed, the company must register a charter-capital adjustment within 30 days of the deadline, or face administrative penalties.

Q6. Is buying a digital signature mandatory after forming a company?

A. Yes. Without a digital signature you cannot file tax declarations electronically, which the law requires.

Q7. If there are no invoices, does the company still file tax returns?

A. Yes. Even with no input or output invoices, a company must still file tax declarations, maintain accounting books, prepare financial statements, and complete tax finalizations.

Q8. How does my capital contribution affect my work permit, visa, and residence card?

A. A capital contribution of VND 3 billion or more generally exempts an LLC owner or capital-contributing member from the work permit requirement, and it raises your investor-visa category (DT1–DT4) and the validity of your temporary residence permit in Vietnam. Below VND 3 billion, you are not exempt and receive only a DT4 visa valid up to 12 months.

Q9. When do I need a business license or sub-license?

A. Companies operating in conditional sectors (for example retail, inbound tourism, or foreign-language training) must obtain the relevant Certificate of Business Eligibility or business license. Companies operating only in non-conditional sectors do not.

Q10. What is Thuy Ngoc Law Firm's company-establishment process?

A. Step 1 — consultation and quote; Step 2 — signing the service agreement; Step 3 — advising and drafting all documents; Step 4 — filing the application and collecting results; Step 5 — handing over your ERC, company seal, and all other documents.

Q11. Beyond filing taxes, is a company required to keep accounting books and prepare financial statements?

A. Yes. Under Vietnamese law, a company is required to maintain accounting books and prepare financial statements as prescribed.

You may refer to our Accounting Services for enterprises in Vietnam here.

Accounting Services For Enterprise In Vietnam (View details)

Q12. For a foreign-invested enterprise, must the financial statements be independently audited?

A. Yes. Under Vietnamese law, the financial statements of a foreign-invested enterprise must be independently audited.

18. Get Started: Contact Thuy Ngoc Law Firm

Ready to set up your company in Vietnam? Whether you need full company incorporation services, help with a work permit, visa, or temporary residence permit in Vietnam, Thuy Ngoc Law Firm is committed to serving your needs in a professional, trustworthy, and effective manner. Reach out for a free consultation and a tailored quotation:

Head Office — Sai Gon, Ho Chi Minh City, Vietnam

Address: No. 9 Phan Ke Binh Street, Tan Dinh Ward, Ho Chi Minh City, Vietnam

Email: ngocthu@thuyngoclaw.com

Binh Thanh Office — Ho Chi Minh City, Vietnam

Address: P7-38.17, Park 7 Tower, Vinhomes Central Park, 720A Dien Bien Phu, Thanh My Tay Ward, Ho Chi Minh City, Vietnam

Email: ngocthu@thuyngoclaw.com

Website: https://thuyngoclaw.com

Thuy Ngoc Law Firm — your one trusted partner for company formation and ongoing compliance in Vietnam.

Email, phone number and contact information (See details)