How and Where to Set Up a Company in Vietnam

Vietnam is rapidly becoming a top destination for entrepreneurs and businesses from around the world. The country’s dynamic economy and supportive environment present a wealth of opportunities. If you are thinking about this exciting move and how to set up a company in Vietnam, this guide will provide a clear path forward, helping you understand the process and make informed decisions for your new venture.

Why Vietnam is a Great Choice for Your Business

Before we explore the registration process, it is helpful to understand why so many international businesses are choosing Vietnam. The country presents a compelling case for investment, supported by strong economic fundamentals and a forward-looking government policy.

One of the most significant advantages is Vietnam’s consistent and robust economic growth. For years, the nation has maintained one of the highest GDP growth rates in the region, driven by strong manufacturing output and increasing foreign direct investment (FDI). This stability provides a predictable environment for long-term business planning. The government actively encourages foreign investment through various incentives, including tax breaks and streamlined administrative procedures in specific sectors and economic zones.

Vietnam also benefits from a young, educated, and motivated workforce. With a large population under the age of 35, companies have access to a deep pool of talent at competitive labor costs. This demographic advantage fuels both production and a growing domestic consumer market, offering opportunities for businesses across various industries.

Strategically located, Vietnam serves as a gateway to other major markets in the Association of Southeast Asian Nations (ASEAN). Its long coastline and developing port infrastructure make it an important hub for global trade and supply chains. Furthermore, Vietnam is a signatory to numerous free trade agreements, including the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA). These agreements reduce tariffs and open up access to major global markets for companies operating within Vietnam.

What You Need to Set Up a Company in Vietnam

In addition to following the steps outlined above, there are a number of other requirements that you will need to meet in order to set up a company in Vietnam.

These requirements include:

Charter Capital

As mentioned earlier, the charter capital is the amount of money that you have registered to invest in the company. There is no minimum charter capital requirement for most business lines in Vietnam. However, for some conditional business lines, such as banking, insurance, and real estate, there is a minimum capital requirement. It is important to choose a charter capital amount that is sufficient to cover your company’s initial expenses and to support its business operations.

Legal Representative

Every company in Vietnam is required to have a legal representative. The legal representative is the person who is authorized to act on behalf of the company and to sign legal documents. The legal representative can be a Vietnamese citizen or a foreigner. If the legal representative is a foreigner, he or she must reside in Vietnam.

Required Documents

You will need to prepare a number of documents in order to set up a company in Vietnam. The required documents will vary depending on the type of company structure you choose and the business lines you plan to operate.

However, some of the common documents that you will need to prepare include:

• Investment Project Application/Proposal
• Investor’s Legal Status Proof
• Proof of Financial Capacity
• Office/Factory Lease Agreement
• Official Application for Enterprise Registration
• Company Charter
• List of Members or Founding Shareholders
• Legal Representative’s ID: (passport or other legal ID)

All documents originating from a foreign country must be consularly legalized in the investor’s home country and then translated into Vietnamese and notarized by a competent authority in Vietnam.

A Step by Step Process to Set Up a Company in Vietnam

When you decide to open a foreign company in Vietnam, you must follow a structured procedure to meet all regulatory requirements. Navigating these steps correctly will ensure your Vietnam business registration is smooth and compliant with local laws.

Step 1: Determine Your Company Structure and Business Lines

The foundational step to set up a company in Vietnam is to decide on the most suitable legal structure and define your business activities. The choice of entity will affect your liability, management flexibility, and capital requirements.

Foreign investors in Vietnam commonly choose one of the following structures:

• Limited Liability Company (LLC) This is the most popular choice for foreign investors. An LLC offers a flexible management structure and the liability of its owners is limited to their capital contribution. It is an excellent option for small to medium-sized enterprises. An LLC can be a 100% foreign-owned entity or a joint venture with a Vietnamese partner.
• Joint Stock Company (JSC) A JSC is better suited for larger businesses that plan to raise capital from multiple shareholders or eventually list on the stock exchange. It requires at least three shareholders and offers greater flexibility in transferring shares and raising funds.
• Representative Office or Branch Office These are not separate legal entities but extensions of the parent company. A Representative Office is limited to market research, promotion, and liaison activities. It cannot conduct profit-generating activities. A Branch Office can conduct commercial activities but its scope is often limited by specific regulations.

Alongside the company type, you must precisely define your business lines. These are the specific industries and activities your company will engage in. This declaration is important because it dictates the licenses you need, the capital you must register, and whether any pre-investment approvals are required from government bodies. Some industries are conditional and require investors to meet specific criteria before being granted a license.

Step 2: Obtain Pre Investment Approval if Necessary

Certain business sectors in Vietnam are considered sensitive or have a significant impact on the national economy and society. For these industries, you must obtain pre-investment approval from the relevant government authorities before you can proceed with the standard registration process.

Sectors that commonly require this approval include:

• Finance and Banking
• Healthcare and Pharmaceuticals
• Real Estate Development
• Education and Training
• Infrastructure Projects

The purpose of this approval is to ensure that the proposed investment project aligns with Vietnam’s development policies and complies with all specialized regulations. The process involves submitting a detailed investment proposal that outlines the project’s feasibility, its economic benefits, and its adherence to Vietnamese law. This stage can involve negotiations and reviews by multiple government bodies, so it is important to prepare a thorough and convincing proposal.

Step 3: Apply for the Investment Registration Certificate

The next formal step to open a business in Vietnam is to apply for an Investment Registration Certificate, commonly known as the IRC. This certificate is issued by the provincial Department of Planning and Investment (DPI) and officially permits a foreign investor to execute an investment project in Vietnam. The IRC is a foundational document for any foreign-owned enterprise.

To apply for an IRC, you will need to submit a set of documents to the Department of Planning and Investment. The required documents include:

• An application form for the IRC
• A copy of the investor’s passport or corporate registration certificate
• The investment proposal
• Proof of the investor’s financial capacity
• A lease agreement for the company’s office or factory

The Department of Planning and Investment will review the application and, if everything is in order, will issue the IRC within 15 to 20 working days.

Step 4: Apply for the Enterprise Registration Certificate

With the Investment Registration Certificate in hand, you can move on to the next stage of your Vietnam business registration, which is applying for the Enterprise Registration Certificate (ERC). The ERC is what formally establishes your company as a legal entity in Vietnam. Once you have the ERC, your company legally exists and can begin its business activities.

To apply for an ERC, you will need to submit another set of documents to the Department of Planning and Investment. The required documents include:

Here are the main documents needed:

• Application forms for IRC and ERC.
• Passport copies for foreign investors.
• Proof of capital or financial statements.
• Lease agreement for office space.
• Articles of Association outlining company rules.

The process of issuing the ERC is generally faster than the IRC. It typically takes about 5 to 7 working days after you have submitted a valid and complete set of documents. Keep copies of everything for records. Authorities may request additional items based on your industry.

Step 5: Complete All Post Licensing Procedures

Receiving your IRC and ERC marks a significant milestone, but your company setup is not yet finished. There are several mandatory post-licensing tasks you must complete to become fully operational and compliant with Vietnamese law.

• Carving the company seal.
• Opening a corporate bank account.
• Contributing to the charter capital.
• Registering your employees for social insurance.
• Paying the annual business license tax.
• Publishing a public announcement of your company’s establishment.

Completing these procedures is necessary to ensure your company is fully operational and compliant with all legal requirements.

Step 6: Choose a Strategic Business Location

Selecting the right location for your business is a decision that affects your daily operations, your budget, and your company’s image. There are several options available, each with its own set of advantages and disadvantages.

• A Traditional Office involves leasing your own private space. This gives you complete control over your environment and a professional image. However, it comes with higher costs for rent, utilities, and furnishings, and usually requires a long-term lease commitment, which can be risky for a new company.
• A Home Office is the most cost-effective option, eliminating rent and commute time. It offers maximum flexibility. On the other hand, it can be difficult to maintain a professional image, and distractions at home can impact productivity. It is also not a valid registered address for a foreign-owned company in Vietnam.
• A Virtual Office provides a prestigious business address and mail-handling services without the cost of physical space. This is a low-cost way to establish a professional presence. The main drawback is the lack of a physical workspace for you or your team.
• A Coworking Space offers a flexible and modern solution. You get a fully equipped office environment with flexible lease terms, from a single desk to a private office. This model significantly reduces upfront costs. You also gain access to a community of other professionals, creating valuable networking opportunities. While it may offer less privacy than a traditional office, the benefits of community, flexibility, and included amenities often outweigh the cons for new businesses. For anyone looking to set up a company in Vietnam, a coworking space can provide an ideal and immediate solution for your business address and workspace needs.

Where is the Best Place to Set Up Your Company in Vietnam

When you decide to set up a company in Vietnam, one of the most immediate challenges is finding a suitable business address and workspace. For new businesses, especially those from overseas, a coworking space offers a perfect solution. It eliminates the hassle of long-term leases and the high upfront cost of setting up a traditional office. You get a professional, fully-furnished workspace from day one, allowing you to focus on growing your business.

Coworking spaces provide more than just a desk. They offer high-speed internet, meeting rooms, printing facilities, and a supportive community of professionals. This environment fosters collaboration and networking, which can be incredibly valuable for a new market entrant. The flexibility of membership plans means you can scale your space up or down as your team grows. For a smooth and efficient start in Vietnam, a premium coworking space is an intelligent choice.

Experience The Best At JustCo Global

When you are ready to set up a company in Vietnam, you will need a registered business address. This is a legal requirement for all companies in Vietnam. Instead of committing to a long-term lease for a traditional office, consider a flexible workspace solution from JustCo Global.

JustCo is a leading provider of coworking spaces in Asia Pacific. We have several locations in prime business districts in Ho Chi Minh City. Our coworking spaces are designed to provide a professional and inspiring environment for businesses of all sizes.

Here are some of the benefits of choosing JustCo for your business in Vietnam.

• A Prestigious Business Address A JustCo membership gives you a prestigious business address in a prime location. This can help to enhance your company’s image and credibility.
• Flexibility and Scalability We offer a variety of membership plans to suit your needs. You can choose from a hot desk, a dedicated desk, or a private office. As your business grows, you can easily scale up your workspace without the hassle of a long-term lease.
• A Professional Environment Our coworking spaces are fully equipped with high-speed internet, meeting rooms, and other essential office amenities. We also have a dedicated community team to assist you with your daily needs.
• Networking Opportunities When you join JustCo, you become part of a vibrant community of entrepreneurs, startups, and established businesses. This provides you with opportunities to network, collaborate, and learn from other professionals.

Setting up a company in a new country can be a challenging process. At JustCo, we are here to support you every step of the way. Our flexible workspace solutions can provide you with a professional and cost-effective way to establish your presence in Vietnam.

Ready to find your perfect workspace?

Book a tour today and learn about your new workspace in Ho Chi Minh City.