COMPANY INCORPORATION SERVICES IN VIETNAM FOR THAI INVESTORS

How to Set Up Your Company in Vietnam from Thailand — Work Permit, Visa & Temporary Residence Permit 

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1. Introduction: Why Thai Investors Set Up Companies in Vietnam

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.

This guide is written specifically for Thai investors who want to set up a company in Vietnam from Thailand. Vietnam is a natural next market for a Thai business: Ho Chi Minh City is barely an hour and a half by air from Bangkok, the two economies are tightly linked through ASEAN, and Thai companies are already among the most active foreign investors in Vietnam.

Vietnam for a Thai business — at a glance:

A large, young, fast-growing consumer market next door to Thailand

About a 1.5-hour flight between Bangkok and Ho Chi Minh City

ASEAN frameworks — ACIA, AFAS, ATIGA and RCEP — that often allow up to 100% foreign ownership

A standard corporate income tax rate of 20%, comparable to Thailand

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 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.

2. The Real Pain Points Thai & 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:

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.

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.

"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.

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.

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.

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.

Cross-border friction for Thai investors. Because much of your paperwork originates in Thailand, it must be consularly legalized and translated into Vietnamese before it can be filed — a step that is easy to underestimate and easy to get wrong without local guidance.

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:

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

- Preparation and submission of all licensing applications

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

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

- 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. For Thai investors, a good service also handles the cross-border steps: legalizing your Thai corporate or personal documents, translating them into Vietnamese, and structuring your capital so it matches the visa and residence permit you want.

4. Who Needs Company Formation Services in Vietnam?

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

- Foreign individuals or companies wanting to establish a 100% foreign-owned company in Vietnam — including Thai nationals and Thai-registered companies

- 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 their home market

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

5. Choosing the Right Business Entity in Vietnam

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 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 Vietnam

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, ideally from a WTO member country or a country with an applicable bilateral investment treaty. Thai nationals and Thai companies qualify, and as ASEAN investors they can also rely on the ACIA and Vietnam's other ASEAN commitments.

- 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. A residential apartment 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.

7. Charter Capital Requirements for Foreign Investors

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:

- Your actual financial capacity

- The scale and scope of your planned operations

- Expected operating costs during the early phase of business

- Contracts or investment plans already agreed with partners

There is one more factor first-time investors often overlook: your charter capital directly determines your visa category and your temporary residence permit in Vietnam. For Thai investors this is especially worth planning up front — the thresholds in Section 11 decide how long you can stay in Vietnam without renewing paperwork.

8. Documents Thai Investors Need to Set Up a Company in Vietnam

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 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. For a Thai investor, this means your Thai company documents and passport are consularly legalized — for example, at the Embassy of Vietnam in Thailand — and then translated into Vietnamese before filing. Thuy Ngoc Law Firm advises on exactly which Thai documents to prepare and how to legalize them.

9. Step-by-Step Process to Set Up a Company in Vietnam from Thailand (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. Because much of the paperwork originates in Thailand, Thai investors save the most time by preparing and legalizing their documents early — the single biggest factor in avoiding delays.

10. Popular Sectors for Thai Investment in Vietnam

Thai companies invest across a wide range of Vietnamese industries. Knowing where your sector sits — and whether it is "conditional" — helps you plan ownership, licensing, and timing before you file. Common areas of Thai investment include:

- Manufacturing & agro-processing. Food and beverage, packaging, plastics, animal feed, and building materials are long-standing strengths of Thai investors in Vietnam.

- Retail & consumer goods. A conditional sector: foreign-invested retailers generally need a business license and, for physical outlets, a license to establish a retail establishment.

- Hospitality, F&B and tourism. Popular with Thai brands; inbound travel services carry specific scope conditions.

- Logistics, warehousing & distribution. Partly conditional, with foreign-ownership caps or conditions on certain sub-activities.

- Real estate, construction & building materials. Active for Thai developers and suppliers, subject to real-estate business rules.

- Professional & digital services. IT and software, consulting, and other services, many of which are open to full foreign ownership.

Because each business line can carry a different foreign-ownership cap or sub-license, Thuy Ngoc Law Firm checks your specific activities against Vietnam's market-access schedules and the conditional-sector list before recommending a structure — so Thai investors avoid surprises after filing.

11. Work Permit, Visa & Temporary Residence Permit in Vietnam for Thai Investors

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 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)

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

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 work permit requirement. 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 process includes registering the demand for foreign labor with the competent labor management authority, preparing the health check and criminal record certificates, qualification documents, passport and photos, and submitting the dossier — after which the work permit supports the corresponding visa or TRC application.

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

12. How Thuy Ngoc Law Firm Helps Thai Investors Set Up in Vietnam

This is where the pain points from Section 2 disappear. Thuy Ngoc Law Firm supports investors through every stage of company formation in Vietnam:

- 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 during processing

- Receiving results and handing over licenses, seals, and related documents

- Assisting with capital-account opening and capital-contribution deadlines

- Completing post-establishment procedures: digital signature, initial tax declaration, and e-invoice registration

- Providing continued accounting, tax, work permit, visa, and residence card support after the company is operational

For Thai clients, coordinating the cross-border steps — document legalization in Thailand, remote handling where possible, and English-language communication throughout — so you can manage most of the process from Bangkok

13. 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

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14. What You Receive After Incorporation (Your Results)

This is the payoff — the concrete deliverables you walk away with:

- 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 the incorporation process

15. Obligations After Company Establishment in Vietnam

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)

Compliance Reporting Services For Enterprise In Vietnam (View details)

16. 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 of 15%, 17%, or 20%, depending on the case.

- 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.

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.

Tax Procedure Services For Enterprises In Vietnam (View details)

17. Why Thai Investors Choose Thuy Ngoc Law Firm

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.

Experience with Thai and ASEAN investors — English-language service and cross-border document coordination with Thailand.

18. Frequently Asked Questions for Thai Investors

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. 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.

Q5. 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.

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. Must a foreign-invested enterprise's financial statements be independently audited?

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

Q9. How does my capital contribution affect my work permit, visa, and residence permit?

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.

Q10. 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.

Q11. 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 and collecting results; Step 5 — handing over your ERC, company seal, and all other documents.

Q12. Can a Thai national or a Thai company own 100% of a Vietnamese company?

A. In many sectors, yes. Where the business line is not restricted by an applicable treaty and is not on Vietnam's list of sectors with foreign-ownership limits, Thai investors may own up to 100%. As ASEAN investors, Thai companies can also rely on Vietnam's ASEAN commitments (ACIA/AFAS) and RCEP. Some conditional sectors — such as retail, tourism, and logistics — still carry specific caps or extra sub-licenses, so the exact ratio should be checked against your chosen business lines.

Q13. How do Thai investors legalize their documents for use in Vietnam?

A. Thai corporate documents (such as your certificate of incorporation) and personal documents (such as your passport) must be consularly legalized — for example, at the Embassy of Vietnam in Thailand — and then translated into Vietnamese with a notarized translation before filing.

Q14. Can a Thai investor complete most of the process from Thailand?

A. Yes, to a large extent. Much of the preparation — document legalization, drafting, and review — can be handled remotely, and Thuy Ngoc Law Firm communicates in English throughout. Certain steps, such as opening the bank account and contributing capital through a direct investment capital account, may require your presence or a properly authorized representative in Vietnam.

Q15. 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)

19. Get Started: Set Up Your Company in Vietnam from Thailand

Ready to set up your company in Vietnam? Thai investors are warmly welcome. Whether you need full company incorporation services, 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.

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