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Vietnam company setup guide

The end-to-end playbook for incorporating a 100%-foreign-owned company in Vietnam. Documents, timelines, costs, and the common mistakes we see.

The six-phase playbook

1. Pre-engagement

1–2 weeks
Source: Law on Investment 2020 (Law 61/2020/QH14) Art. 31–33
  • ·Confirm the sector is open to foreign investment
  • ·Confirm the entity type (LLC vs JSC) and capital amount
  • ·Engage local counsel for the licensing authority liaison
  • ·Document preparation: parent-company documents, passports, project proposal

2. Investment Registration Certificate (IRC)

3–6 weeks
Source: Law on Investment 2020 Art. 37–38; Decree 31/2021/ND-CP Art. 32–36
  • ·Submit the IRC application to the Department of Planning and Investment
  • ·Respond to queries on project scope, capital, and environmental impact
  • ·Receive the IRC recording the project, capital, scope, and investor

3. Enterprise Registration Certificate (ERC)

1–2 weeks
Source: Law on Enterprises 2020 (Law 59/2020/QH14) Art. 26–28; Decree 01/2021/ND-CP Art. 14–17
  • ·Submit the ERC application with the company's charter and legal representative
  • ·Receive the ERC recording the entity name, address, charter, and members

4. Sector sub-licences (if applicable)

4–12 weeks
Source: Various ministry regulations; conditional sectors under Law on Investment 2020 Annex IV
  • ·Conditional sectors (telecoms, education, certain logistics) require sub-licences from the relevant ministry
  • ·Each sub-licence has its own timeline and document requirements

5. Post-licence registrations

2–4 weeks
Source: Law on Tax Administration 2019 Art. 35; Law on Social Insurance 2014 Art. 27; SBV Circular 06/2024/TT-NHNN
  • ·Tax code registration with the General Department of Taxation
  • ·Social insurance employer registration with the social insurance agency
  • ·Company seal registration
  • ·Bank account opening (in the company's name)
  • ·SBV capital registration (for FDI)
  • ·Customs registration (where applicable)

6. Operational readiness

2–4 weeks
Source: Circular 200/2014/TT-BTC (VAS chart of accounts); Labour Code 2019 (Law 45/2019/QH13)
  • ·Set up the chart of accounts and the accounting system
  • ·Recruit and onboard the first employees (with work permits for foreign staff)
  • ·Register the office lease and the legal address
  • ·Brief the management team on the compliance calendar

Primary sources cited in this guide

  • Law on Investment 2020 (Law 61/2020/QH14) and Decree 31/2021/ND-CP
  • Law on Enterprises 2020 (Law 59/2020/QH14) and Decree 01/2021/ND-CP
  • Law on Tax Administration 2019 (Law 38/2019/QH14); Decree 126/2020/ND-CP
  • Labour Code 2019 (Law 45/2019/QH13); Decree 152/2020/ND-CP (foreign workers)
  • Circular 200/2014/TT-BTC (VAS chart of accounts)
  • SBV Circular 06/2024/TT-NHNN (FDI capital accounts)
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