Register and set up a company in Vietnam — 2026 guide for foreign founders

Vietnam company registration services: LLC, JSC, RO and Branch setup

MSA Asia handles Vietnam company registration end to end for foreign investors. We pick the right entity (LLC, JSC, RO, or Branch), prepare the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) dossiers, carve the company seal, register the tax code and digital signature, open the local and foreign-currency bank accounts, and set up first-year accounting and social insurance compliance.

A standard foreign-owned LLC typically goes from name and investment-project filing to a working bank account in 4 to 8 weeks. We operate from our Ho Chi Minh City headquarters and support clients registering across Hanoi, Da Nang, and every province following Vietnam's 2025 administrative consolidation.

The short version. A foreign founder can own 100% of a Vietnamese entity in most sectors, and there is no statutory minimum charter capital under the Law on Enterprises 2020. The parts that catch people out in 2026 are three: sequencing the IRC and ERC filings correctly, sizing charter capital to match the registered business lines, and knowing whether your sector sits on the conditional list that caps foreign ownership or requires a joint-venture partner. We handle all three.

The four entity types: choose the right structure first

Most foreign founders default to a Limited Liability Company, and most of the time that is the right call. Getting it wrong is expensive to fix later, since Vietnam does not allow a simple in-place conversion between every structure. A short structuring conversation up front avoids a re-filing.

Limited Liability Company (LLC): the default

An LLC can be single-member (one owner, wholly foreign-owned) or multi-member (2 to 50 members). It offers full limited liability protection, a simple management structure, and is the most common entry vehicle for manufacturing, trading, IT, consulting, education, and most service businesses. Outside the conditional sectors, a foreign investor can own 100% of an LLC.

Joint Stock Company (JSC)

A JSC requires a minimum of three shareholders and can be 100% foreign-owned. It is the only Vietnamese entity type that can issue shares and corporate bonds and list on the Vietnamese stock exchange, which makes it the right structure for larger-scale or capital-raising projects rather than a standard trading or services entity.

Representative Office (RO)

An RO is a low-cost, non-commercial entry point used for market research, liaison work, and brand promotion. It cannot sell, invoice, or sign commercial contracts in Vietnam. It is a common first step for companies still evaluating the market, and can later be upgraded into an LLC once the business case is proven.

Branch Office

A branch is an extension of the foreign parent rather than a separate Vietnamese legal person, and the parent company must have been in continuous operation for at least five years before Vietnam will license a branch. It conducts the same business as the parent but exposes the parent directly to Vietnamese liabilities, which is why branches are relatively uncommon outside select licensed sectors such as banking and law.

Quick comparison

Aspect	LLC	JSC	RO	Branch
Foreign ownership	Up to 100% (outside conditional sectors)	Up to 100% (outside conditional sectors)	100% (parent)	100% (parent)
Separate Vietnamese legal person	Yes	Yes	No	No
Can sign commercial contracts	Yes	Yes	No	Yes
Can invoice clients	Yes	Yes	No	Yes
Minimum shareholders/members	1	3	N/A	N/A
Statutory minimum charter capital	None (outside conditional sectors)	None (outside conditional sectors)	None	N/A
Parent operating history required	No	No	No	5+ years
Setup time	4 to 8 weeks	6 to 10 weeks	3 to 5 weeks	5 to 8 weeks
Recommended use	Default for most foreign-invested business	Capital-raising, larger-scale projects	Pre-trading market research	Licensed sectors only (banking, law)

Step by step Vietnam company registration process

The national framework is the Law on Enterprises 2020 and the Law on Investment 2020. Since 2026, investors have more flexibility in how the two core certificates are sequenced. Here is the realistic sequence for a foreign-owned LLC, the most common case.

1. Prepare and legalise shareholder documents abroad (1 to 4 weeks, in parallel). Certificate of incorporation, financial statements, and identification documents for the foreign parent and legal representative need notarisation and consular/apostille legalisation before filing, depending on the shareholder's home country.
2. File for the Investment Registration Certificate, or IRC (statutory 15 working days). Submitted to the provincial investment authority. The IRC confirms the investment project, the registered business lines, and the charter capital you are committing to.
3. File for the Enterprise Registration Certificate, or ERC (around 3 working days after the IRC). This creates the Vietnamese legal entity itself. Since 2026, investors can in some cases sequence the ERC ahead of the IRC, which can compress the overall timeline.
4. Publish the registration and carve the company seal. The ERC must be publicly announced on the National Business Registration Portal, and the company then carves its official seal.
5. Register the tax code and digital signature. The tax code is issued through the General Department of Taxation, generally using the same number as the ERC. A digital signature is then registered for online tax filing, e-customs, and social insurance submissions.
6. Open the corporate bank account. A local bank account is required for any transaction above VND 20 million to qualify for tax deduction. Vietnam no longer requires businesses to register account details with the investment authority.
7. Contribute charter capital within 90 days of the ERC. Under the Law on Enterprises 2020, whatever capital is declared at registration must be paid in within 90 days, or the company must formally adjust its registered capital.
8. Register for social insurance once you hire staff. Employers must register with the local Social Insurance Office for every employee, Vietnamese or foreign, from the first hire. There is no grace period or size threshold.
9. Apply for sector-specific sub-licences, if applicable. Conditional business lines (retail, education, logistics, and others) require an additional business licence or satisfy specific foreign-ownership conditions on top of the ERC.

Realistic total for a standard foreign-owned LLC in 2026: 4 to 8 weeks from document legalisation to a usable bank account, assuming the business lines are straightforward and outside the conditional list.

Where to register: Vietnam provinces after the 2025 merger

On 1 July 2025, Vietnam consolidated its provincial map from 63 provinces and cities down to 34, comprising six centrally-run cities and 28 provinces.^[1] Business registration authority, formerly split across many smaller Departments of Planning and Investment, now sits with fewer, larger provincial administrations operating through consolidated one-stop-shop centres.^[2] For foreign investors, the practical effect is fewer separate authorities to coordinate with and, in most localities, faster processing once a dossier is filed correctly the first time.

Location	Best for	Notes
Ho Chi Minh City	Trading, consulting, manufacturing, regional HQs	Vietnam's largest commercial hub and MSA Asia's headquarters location
Hanoi	Technology, government-facing business, manufacturing	Political and administrative centre, strong industrial-zone network
Da Nang	Tourism, technology, logistics	Growing tech and BPO hub on the central coast
Industrial zones (nationwide)	Manufacturing, export-oriented production	Streamlined licensing and infrastructure inside designated zones, terms vary by zone

Required documents for Vietnam company registration

For the foreign corporate shareholder:

• Certificate of incorporation or business registration of the parent company, legalised for use in Vietnam
• Charter or articles of association of the foreign parent
• Audited financial statements or bank confirmation of financial capacity
• Board resolution approving the Vietnam investment

For the legal representative and any resident director:

• Passport copies, notarised if signing remotely
• CV, sometimes requested for conditional sectors

Local documents prepared during filing:

• Investment project proposal (for the IRC)
• Lease agreement for the registered office address
• Charter of the new Vietnamese company
• Power of attorney for any remote signing

Charter capital and the 90 day contribution rule

There is no general statutory minimum charter capital under the Law on Enterprises 2020.^[3] What matters is that the provincial investment authority assesses your declared capital against the scale of your proposed business lines, and conditional sectors carry their own specific minimums; for example, foreign-invested healthcare facilities face minimum investment thresholds that scale from roughly USD 200,000 for a specialised clinic up to USD 20 million for a hospital.

Whatever capital you declare on the IRC and ERC becomes a binding obligation: it must be fully contributed within 90 days of the Enterprise Registration Certificate being issued, or the company must formally register a reduction.^[3] Most foreign SME entrants register in the range of tens of thousands of US dollars for a standard trading or consulting LLC, sized to look credible against the registered business lines rather than to meet any fixed floor.

Costs and timeline at a glance

The cost stack for a typical foreign-invested LLC:

1. Government registration fees: nominal, around VND 50,000 for the ERC (waived entirely for online filings) plus a VND 100,000 public-announcement fee.^[4]
2. Professional incorporation services: typically USD 1,000 to 5,000 depending on entity type and sector complexity, covering IRC/ERC drafting, filing, and coordination.
3. Document legalisation and translation: apostille or consular legalisation plus certified translation typically runs around USD 100 per document.
4. Company seal and digital signature: seal carving around USD 8 to 20; digital signature registration around USD 60 to 100 per year.
5. Office lease: a registered address is required before filing; costs vary widely by city and building grade.
6. First-year tax and accounting compliance: ongoing monthly or quarterly filings once the tax code is active.

Note that Vietnam abolished the annual business licence fee (formerly known as the licence tax) effective 1 January 2026, removing a small but previously recurring annual cost for every registered company.

End-to-end timeline for a standard LLC in 2026: 4 to 8 weeks from document legalisation to a usable bank account.

Common Vietnam company registration pitfalls (and how MSA Asia helps)

A handful of issues account for most of the delays we see on Vietnam registrations.

Charter capital mismatched to business lines. Declaring capital that looks too small for the registered scope of activity is a common reason for authorities to query a dossier and add weeks to the timeline. Size the number to the business, not to a rule of thumb.

Missing the 90-day contribution deadline. Once declared, charter capital is a binding commitment. Founders who plan the capital transfer late, especially from countries with foreign-exchange controls, sometimes miss the window and have to file a capital reduction.

Conditional sector surprises. Retail, education, logistics, tourism, and several other sectors carry foreign-ownership caps or extra sub-licence requirements on top of the standard ERC. Founders who assume a straightforward LLC filing will cover a conditional business line often have to re-file.

Underestimating social insurance obligations. Social insurance registration is mandatory from the first employee, for Vietnamese and foreign staff alike, with no grace period. Employers who treat it as a "when we scale up" item are usually non-compliant from day one of hiring.

Address and lease issues. A registered office address is required before the IRC can be filed, and not every leased space is eligible for business registration (some residential buildings are excluded). Confirming eligibility before signing a lease avoids a late change of address filing.

How MSA Asia helps. We check business-line and conditional-sector exposure before you file, size charter capital appropriately, manage the IRC/ERC sequencing, and build the 90-day capital contribution and social insurance obligations into your onboarding calendar from day one.

Why foreign companies choose MSA Asia for Vietnam company registration

MSA Asia is a Vietnam and Asia-Pacific business consultancy with a Ho Chi Minh City headquarters and a track record supporting international businesses across accounting, tax, payroll, and market entry. What a typical end-to-end engagement covers:

• Pre-filing structuring: entity choice, business-line wording, charter capital sizing, conditional-sector review
• Document preparation: legalisation coordination, certified translation, charter and investment-project drafting
• IRC and ERC filing: submission, liaison with the provincial investment authority, seal carving
• Tax and digital signature registration: tax code activation, digital signature setup for online filing
• Banking: corporate bank account opening support
• Post-registration: first-year accounting, payroll setup, social insurance registration, optional employer-of-record bridging

Vietnam company registration vs other APAC markets

Vietnam has become one of the default China-plus-one and China-plus-two destinations for manufacturing and diversified sourcing, combined with a fast-growing domestic consumer market. Compared with China, Vietnam's registration process is generally faster and less capital-intensive for a standard services or trading entity, though China offers a larger single addressable market and more mature FTZ tax incentive structures. Compared with Singapore and Hong Kong, Vietnam is slower to register and carries more sector-specific foreign-ownership conditions, but offers materially lower operating costs and direct access to a market of over 100 million people.

For most foreign companies weighing Southeast Asia entry, the question is less about whether Vietnam belongs in the plan, and more about which entity, which province, and which business-line wording gets the registration through cleanly on the first attempt.

Key takeaways

Five things to lock in before you file your Vietnam company registration:

1. Entity type. LLC for most foreign-invested business. JSC only if you need to raise capital through shares or bonds. RO for pre-trading market research. Branch only in licensed sectors.
2. Business lines and conditional-sector exposure. Confirm whether your activity sits on the conditional list before you file, since it affects ownership caps and sub-licensing.
3. Charter capital. No statutory minimum outside conditional sectors, but size it to match your registered business lines, and build the 90-day contribution deadline into your cash-transfer plan.
4. Sequencing. The IRC and ERC can now be sequenced flexibly in some cases; get advice on which order is faster for your specific project.
5. Post-registration compliance. Tax code and digital signature registration, bank account opening, and social insurance registration from the first hire all need to be planned, not treated as afterthoughts.

If any of those five is still an open question for you, that is worth a conversation before you commit to a lease or a capital figure.

Vietnam company registration: terminology, agents, and what foreign investors actually need

Foreign investors arrive at this topic through many different search terms: Vietnam company registration, Vietnam business registration, company formation in Vietnam, set up a company in Vietnam, or simply how to register a business in Vietnam as a foreigner. They are all asking the same operational question: what is the fastest legal path to a wholly foreign-owned, joint-venture, or representative entity in Vietnam.

Whether you call it Vietnam company registration, Vietnam business registration, or company formation in Vietnam, the underlying filing is the same two-certificate process. To register a company in Vietnam as a foreigner, you must:

1. choose an entity type (LLC, JSC, RO, or Branch),
2. file for the Investment Registration Certificate confirming your project and capital,
3. file for the Enterprise Registration Certificate to create the legal entity,
4. meet the charter capital and business-line requirements for your sector, and
5. complete tax, banking, and social insurance registration before operating.

Working with a company registration agent in Vietnam

Most foreign-invested companies do not file directly with Vietnam's provincial investment authorities; they retain a registration agent who manages the IRC and ERC dossiers, tax and digital-signature registration, and bank account opening. MSA Asia provides full Vietnam company registration and formation services from initial structuring through to an operational bank account.

2026 specifics: administrative reform, fee changes, and conditional sectors

What is worth knowing in 2026: the July 2025 provincial merger consolidated business registration authority into fewer, larger provincial administrations with one-stop-shop processing centres; the annual business licence fee was abolished from 1 January 2026; and an amended Law on Investment, effective 1 July 2026, reduces the overall list of conditional business lines while keeping foreign-ownership caps in place for specific sectors such as banking, securities, and telecommunications infrastructure.

Frequently asked questions about Vietnam company registration

Can a foreigner own 100% of a company in Vietnam?

Yes, in most sectors. An LLC or JSC can be wholly foreign-owned outside Vietnam's conditional business lines. Around 59 sectors carry market-access conditions such as foreign-ownership caps or mandatory joint-venture structures, including banking (30% cap, up to 49% in special cases), securities (49% cap), and telecommunications infrastructure (49% to 65% cap depending on the service).

How long does Vietnam company registration take in 2026?

4 to 8 weeks for a standard foreign-owned LLC, from document legalisation to a usable bank account. The Investment Registration Certificate has a statutory review period of 15 working days, and the Enterprise Registration Certificate typically follows within about 3 working days once the IRC is issued.

What is the minimum charter capital for a Vietnam company?

There is no general statutory minimum under the Law on Enterprises 2020. The provincial investment authority assesses whether your declared capital is adequate for your registered business lines, and specific conditional sectors, such as healthcare and real estate, carry their own minimum thresholds. Whatever you declare must be paid in within 90 days of the Enterprise Registration Certificate being issued.

What is the difference between the IRC and the ERC?

The Investment Registration Certificate (IRC) approves the foreign investment project itself: the business lines, the investor, and the capital committed. The Enterprise Registration Certificate (ERC) creates the actual Vietnamese legal entity. Historically the IRC came first; since 2026, investors have more flexibility to sequence the two filings depending on the structure of their project.

What changed with Vietnam's 2025 provincial merger?

On 1 July 2025, Vietnam consolidated from 63 provincial-level units to 34, comprising 6 centrally-run cities and 28 provinces. Business registration authority moved to fewer, larger provincial administrations operating through consolidated one-stop-shop centres, which in most localities has simplified coordination for foreign investors filing new companies.

Do I need to register social insurance immediately after incorporating?

Only once you hire your first employee, but from that point there is no grace period. Vietnam's social insurance regime applies to Vietnamese and foreign employees alike from day one of employment, and covers social insurance, health insurance, and (for Vietnamese employees) unemployment insurance.

What is the difference between an LLC and a JSC in Vietnam?

An LLC can be owned by a single member or up to 50 members and is the simpler, more common structure for foreign-invested trading, consulting, and manufacturing businesses. A JSC requires at least three shareholders but is the only structure that can issue shares and bonds and list on the Vietnamese stock exchange, making it the right choice for capital-raising or larger-scale projects.

Can a Representative Office generate revenue in Vietnam?

No. A Representative Office is limited to market research, liaison work, and brand promotion for its foreign parent. It cannot sign commercial contracts, issue invoices, or generate revenue in Vietnam. Businesses that outgrow an RO typically convert to an LLC.

How much does professional company registration cost in Vietnam?

Government fees are minimal, around VND 50,000 to 150,000 in total, and are waived for online filings in some cases. Professional service fees for a standard foreign-owned LLC typically run USD 1,000 to 5,000, depending on entity type and sector complexity, plus document legalisation and translation at roughly USD 100 per document.