Business Setup in Vietnam
Setting up a company in Vietnam is the first step to enter the most growth market. The process doesn't need to be complex with VNBG's business setup solutions.
Asia’s most dynamic emerging market
Vietnam offers a strategic location, a stable political environment, and significantly lower operational costs than regional competitors. This dynamic ecosystem enables foreign investors to integrate seamlessly into global supply chains
Why VNBG?
We understand the complexities of the local regulatory environment.
We navigate these challenges to make your Vietnam expansion compliant, seamless, and secure.
Global Standards
We deliver internationally benchmarked services through our team of highly skilled, fully English-speaking professionals to ensure seamless global communication.
Free Consultation
We offer comprehensive market insights and expert guidance completely free of charge, empowering you to make confident, informed investment decisions.
One-stop Solution
We handle everything from business setup to daily business operations, creating a complete ecosystem so you can focus on growth.
Local Expertise
We leverage our deep local market knowledge to provide highly efficient, fully compliant, and optimized cost solutions for your expansion.
A Company (LLC & JSC)
Full legal entity status. Best for long-term business presence in Vietnam with full operational rights.
Representative Office (RO)
Dependent entity with no profit-making authority. Best for exploring the market and building local partnerships.
Branch
Direct operational extension managed entirely by the parent company. Best for prioritizing corporate control.
| Criteria | Limited Liability Company (LLC) | Joint Stock Company (JSC) | Representative Office (RO) | Branch Office |
|---|---|---|---|---|
| Core Function | Full business function*. Can conduct commercial activities, sales, import/export, and manufacturing. Generates revenue, incurs operating costs, and can hire staff. | Full business function*. Can conduct commercial activities, sales, import/export, and manufacturing. Generates revenue, incurs operating costs, and can hire staff. | Limited function - business representation only. Restricted to market research, trade promotion, and Parent Company’s contract monitoring. Cannot conduct direct commercial activities. | Full business function* but dependent on the parent company. Acts as an extension of the parent company, conducting commercial activities within the parent's licensed scope. |
| Revenue & Invoicing | YES. Can sign contracts, generate revenue, and issue VAT invoices within the authorized scope. | YES. Can sign contracts, generate revenue, and issue VAT invoices within the authorized scope. | NO. Strictly prohibited from generating profit or signing commercial contracts. | YES. Can sign contracts, generate revenue, and issue VAT invoices within the authorized scope. |
| Liability Shield | Limited Liability. Investors are liable only up to their contributed charter capital. | Limited Liability. Shareholders are liable only up to the par value of their subscribed shares. | No Independent Liability. The overseas Parent Company bears full legal responsibility for all RO activities. | No Independent Liability. The overseas Parent Company bears full legal responsibility for all Branch activities. |
| Ownership Structure | Independent Entity. Can be owned by 1 to 50 members. If the investor is a corporate entity, the LLC remains a fully independent legal entity, operating entirely separate from its parent company's activities. | Independent Entity. Requires a minimum of 3 shareholders (no maximum limit). If the investor is a corporate entity, the JSC remains a fully independent legal entity, operating entirely separate from its parent company's activities. | Dependent Entity. Fully owned and controlled by the overseas Parent Company. | Dependent Entity. Fully owned and controlled by the overseas Parent Company. |
| Capital Requirement | Charter Capital required. Must be fully contributed within 90 days of receiving the Business Registration Certificate (BRC). | Charter Capital required. Must be fully contributed within 90 days of receiving the Business Registration Certificate (BRC). | No Charter Capital. Funded purely by operational budget transferred from the Parent Company. | Allocated Capital. The Parent Company must allocate and transfer operating capital for the Branch. |
| Tax Obligations | Full Compliance. CIT, VAT, PIT and more. | Full Compliance. CIT, VAT, PIT and more. | Minimal. No Corporate Tax (since no profit). Only Personal Income Tax for staff. | Full Compliance. Taxed on revenue generated in VN. Accounting relies on Parent Company. |
| Accounting & Auditing | Full Compliance. Must maintain an independent accounting system, file regular tax reports, and pass an annual statutory audit. | Full Compliance. Must maintain an independent accounting system, file regular tax reports, and pass an annual statutory audit. | Minimum. No accounting books or financial audits required. Only needs to submit an annual operation report. | Full Compliance. Must maintain separate accounting records for its operations in Vietnam and undergo an annual statutory audit. |
| Profit Transferring | YES. Post-tax profits can be remitted abroad annually after fulfilling all financial obligations. | YES. Dividends can be remitted abroad annually after fulfilling all financial obligations. | N/A. Does not generate profit, hence no profit remittance. | YES. Post-tax profits can be remitted back to the Parent Company annually. |
* Full business function: Refers to the ability to engage in direct commercial activities (such as trading, manufacturing, import/export, and providing services). The entity has the right to generate revenue, issue invoices, enter into contracts, incur operating expenses, and hire employees.
Even if the company owned by an overseas Parent Company, it conducts these functions as an entirely independent legal entity in Vietnam.
Branches conducts these functions purely as a dependent extension under the direct authorization of the overseas parent company, without independent legal status.
Company Setup in Vietnam
Establish your 100% foreign-owned entity with full operational control and limited risk. We navigate the regulatory complexities to build a compliant foundation for your seamless market entry.
Definitions and Characteristics of a Company
According to the Vietnam Enterprise Law, a company is an organization legally established under Vietnamese law, possessing its own distinct name, assets, and a registered head office, with the primary purpose of conducting continuous business activities to generate profit.
Asset Separation & Contracting Power
A company has the ultimate authority to sign contracts in its own name. Crucially, by holding independent assets, it creates a "corporate shield" that limits investors' liability to their contributed capital.
Independent Legal Status
Unlike a dependent branch, a company possesses independent juridical personality and complete autonomy to choose and operate in any business lines and sectors not prohibited by law.
Profit-Driven Operations
The core function of a company is to continuously engage in commercial activities—from investment and manufacturing to trading and services—with the ultimate goal of seeking profit.
Prerequisites to Setup a Company
Industry-specific conditions may vary, but the standard requirements of bussiness setup remain constant. These are the essential minimums that every business must satisfy to establish a business entity in Vietnam.
Business Address
Every business in Vietnam must have a business address to setup the company. Virtual Offices solutions can be used for some simple business in the initial stage.
Legal Representative
At least one Legal Representative (Director) must reside in Vietnam. Either Vietnameses or foreigners can be appointed for this position.
Charter Capital
This is the fund for operating the company. The owners have 90 days from the date on the Enterprise Registration Certificate to inject the capital to the company's bank account.
Required Document to Set Up Your Company in Vietnam
Launching a fully operational business in Vietnam starts with a watertight incorporation dossier. Review the exact legalized corporate documents and financial proofs required to secure your investment licenses without administrative roadblocks.
Individual Investors
check_circle Office Lease Contract, or Memorandum of Understanding (MOU).
check_circle Financial Capability Proof (such as personal bank statement, personal saving account, etc).
Corporate Investors
check_circle Office Lease Contract, or Memorandum of Understanding (MOU).
check_circle Financial Capability Proof (such as company's bank statement).
check_circle Passport of Parent Company's Legal Representative
check_circle Passport of the Legal Representative in Vietnam
*Any document issued by a foreign authority (Bank statements, Business Licenses, Diplomas) must be Consular Legalized by the Vietnamese Embassy in the issuing country
** The above requirements are based on current Vietnamese laws and regulations, which are subject to change. For the most accurate and up-to-date information tailored to your specific context, please contact our consultants.
*** For a comprehensive evaluation and detailed consultation, please submit clear, scanned copies of all required documents to VNBG. Should you encounter difficulties obtaining or preparing specific paperwork independently, our team can manage this process on your behalf for an applicable administrative fee.
Seven Steps to Set Up Your Company
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Strategic Planning & Document Preparation
This foundational stage involves defining your business scope and preparing the necessary legal groundwork. We help identifying the appropriate business line and regulation to determine if your sector has special conditions or foreign ownership restrictions. Simultaneously, you need to prepare essential resources, including:
- Business Address: Securing a legal physical or virtual office address (excluding residential apartments).
- Legal Representative: Appointing at least one resident director.
- Documents: Consular legalizing overseas documents such as passports and bank statements to prove financial capacity.
Investment Registration Certificate (IRC) Application
For foreign investors, this is the official approval of your investment project in Vietnam. We will submit a dossier to the Department of Finance (DOF), which includes your project proposal, financial capacity explanation, and office lease agreement. The IRC records your registered capital, business scope, and project duration, serving as the legal basis for your investment activities.
Business Registration Certificate (BRC) Issuance
Once the IRC is granted, you proceed to apply for the Business Registration Certificate (BRC), also known as the Enterprise Registration Certificate (ERC). This document acts as the official "birth certificate" of your company, granting it legal entity status in Vietnam. The BRC contains your unique tax identification number (Business Code) and allows you to legally sign contracts and operate.
Corporate Seal & Bank Account Setup
With the ERC in hand, the company must establish its administrative and financial infrastructure. This involves:
- Company Seal: Creating a physical seal and digital signature (e-token) to stamp official documents.
- Bank Accounts: Opening a Direct Investment Capital Account (DICA) specifically for receiving charter capital, and separate Payment Accounts (VND/USD) for daily transactions. The legal representatives may need to update biometric data at the bank.
Capital Injection
This is a mandatory financial compliance step. Foreign investors must transfer the full registered charter capital into the company's Direct Investment Capital Account (DICA) within 90 days from the issuance date of the ERC. Failing to meet this deadline or transferring funds to the wrong account type can lead to severe penalties.
Initial Tax & Digital Infrastructure Registration
To activate the company's tax status, you must register key information with the local tax authority. This includes selecting the fiscal year and accounting method (VAS), purchasing a digital signature (e-token) for online reporting, and registering the electronic invoice (e-invoice) system. This step ensures your company is ready to issue invoices and file tax reports compliantly.
Sub-Licensing & Operational Readiness
For companies operating in "conditional" sectors (such as retail, education, or logistics), you must obtain specific sub-licenses (e.g., Trading License, Food Safety Certificate) before generating revenue. Additionally, this phase includes finalizing operational tasks such as recruiting staff and applying for Work Permits or Temporary Residence Cards (TRC) for foreign employees.
Company Setup with VNBG
We handle the entire administrative and legal burden, ensuring your company is fully open and ready to run in Vietnam.
We guide you through the intricate groundwork, from reviewing your document to advising on compliant business addresses and legal representatives.
Should you encounter difficulties fulfilling certain prerequisites independently our team can assist you to complete the required document. An additional administrative fee applies.
We will prepare your investment project proposal, navigate the appraisal process with the Department of Finance (DOF), and secure your investment approval.
We will compile all statutory incorporation dossiers and represent you at the licensing authority to file the document and secure the BRC.
We will draft a customized, bilingual Company Charter that strictly complies with Vietnamese corporate law while fully protecting your internal governance and ownership structure.
We will arrange the physical carving of your corporate seal and register its specimen with the competent authorities, ensuring it is legally recognized for all business transactions.
We will register and activate your personal cryptographic E-token, setting up your official accounts on national portals to enable seamless document signing and filing.
We will prepare the required legal dossiers and coordinate directly with the bank to swiftly open both your Direct Investment Capital Account (DICA) and daily payment accounts.
Our experts will outline the steps required for fiscal year selection, accounting method registration, and e-invoice setup to ensure you are fully informed on maintaining compliance.
We offer ongoing and free guidance to help you prepare for conditional sub-licenses, workforce matters, and any operational challenges you may encounter in Vietnam.
Ready to start?
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Representative Office Setup in Vietnam
Are you eyeing the booming Vietnamese market but aren't quite ready to invest the time and capital into setting up a fully operational company? A Representative Office in Vietnam might be your perfect first step.
Definition and Functions of a Representative Office
A Representative Office (Rep.Office) acts as your parent company’s official "scout." It is a dependent business entity established by a foreign company to build a local presence without the complexities of running a full-scale business.
What an RO can do:
check_circle Act as a liaison office to support the parent company's operations.
check_circle Promote the parent company's products or services.
check_circle Oversee the execution of contracts signed by the parent company.
check_circle Facilitate communication between the parent company and local partners.
What an RO cannot do:
block Sign commercial contracts on its own behalf (unless authorized).
block Issue invoices or receive payments for goods or services.
block Manufacture or produce goods locally.
block Offer direct services for a fee.
Prerequisites to Setup Representative Office
Industry-specific conditions may vary, but the standard requirements of Representative Office setup remain constant. These are the essential minimums that every business must satisfy to establish a Rep. Office in Vietnam.
Parent Company Status
The foreign parent company must be legally recognized and have actively operated for at least 1 year. Its Business Certificate must have at least 1 year of validity remaining.
Chief Representative
The head of the Representative Office can be local or foreign but cannot concurrently serve as the Legal Representative or Branch Head of the parent company or any other business entity in Vietnam.
Address & Permitted Scope
A compliant commercial address is mandatory (residential apartments are prohibited). Activities are strictly limited to liaison and market research under Vietnam's international treaty commitments.
Required Document to Set up Your Representative Office in Vietnam
Establishing a legitimate local presence requires proving your parent company's solid track record to the Vietnamese authorities. Explore the list of documents needed to set up your Representative Office.
Parent Company and Chief Representative's Documents
check_circle Latest Parent Company's Audited Financial Statement or proof of tax fulfillment.
check_circle Parent Company's Legal Representative Passport.
check_circle Chief of Representative Office's Passport/ID.
check_circle Lease Agreement and the lessor's property ownership certificates (apartments are not permitted).
*Any document issued by a foreign authority (Bank statements, Business Licenses, Diplomas) must be Consular Legalized by the Vietnamese Embassy in the issuing country
** The above requirements are based on current Vietnamese laws and regulations, which are subject to change. For the most accurate and up-to-date information tailored to your specific context, please contact our consultants.
*** For a comprehensive evaluation and detailed consultation, please submit clear, scanned copies of all required documents to VNBG. Should you encounter difficulties obtaining or preparing specific paperwork independently, our team can manage this process on your behalf for an applicable administrative fee.
Representative Office Setup with VNBG
We handle the entire administrative and legal burden, ensuring your Representative Office is fully setup and ready to operate in Vietnam.
We will compile your complete dossier, submit the dossier with the Department of Industry and Trade (DOIT), and officially secure your RO Establishment License.
We will manage to make your Representative Office seal, ensuring it meets all Vietnamese legal standards.
We will process the mandatory registration with the Police Department to obtain the official certificate, legally validating your seal for all future transactions.
We will submit your application to the local tax department to activate your unique tax identification number, setting up your compliance foundation for HR and tax declarations.
We will prepare all required banking dossiers and provide hands-on assistance to swiftly open your VND and foreign currency operational accounts at authorized local banks.
Ready to start?
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Branch Setup in Vietnam
Are you ready to actively generate revenue in Vietnam, but want to operate directly under your parent company's legal umbrella rather than establishing a separate subsidiary? If you are in a specialized sector, a Branch in Vietnam might be your ideal strategic move.
Prerequisites to Setup a Branch in Vietnam
Industry-specific conditions may vary, but the standard requirements of Branch setup remain constant. These are the essential minimums that every business must satisfy to establish a Branch in Vietnam.
Parent Company Status
The foreign parent company must be legally recognized and have actively operated for at least 5 years. Its proposed activities must perfectly align with Vietnam's international treaty commitments.
Head of the Branch
To prevent conflicts of interest, the Branch Head cannot concurrently serve as the Chief Representative of any RO or the Legal Representative of any business entity established in Vietnam.
Commercial Address
A distinct physical address for commercial use is mandatory, verified by a valid lease agreement. Registering a Branch in residential apartments is strictly prohibited by law.
Required Document to Set Up your Branch in Vietnam
Navigating Vietnam's strict regulations requires a precise and fully compliant application dossier. Discover the exact corporate documents and financial proofs needed to successfully register your branch without costly delays.
Parent Company and Branch Head's Documents
check_circle Parent Company's Latest Audited Financial Statement or proof of tax fulfillment.
check_circle Parent Company's passport of the Director(s) or the legal representative(s)
check_circle Parent Company's List of Director(s) / Legal representative(s).
check_circle Branch Charter (Articles of Operation) and the Official Appointment Letter for the Branch Head.
check_circle Passport/ID of the appointed Branch Head.
check_circle Lease Agreement and the lessor's property ownership certificates (apartments are not permitted).
*Any document issued by a foreign authority (Bank statements, Business Licenses, Diplomas) must be Consular Legalized by the Vietnamese Embassy in the issuing country
** The above requirements are based on current Vietnamese laws and regulations, which are subject to change. For the most accurate and up-to-date information tailored to your specific context, please contact our consultants.
*** For a comprehensive evaluation and detailed consultation, please submit clear, scanned copies of all required documents to VNBG. Should you encounter difficulties obtaining or preparing specific paperwork independently, our team can manage this process on your behalf for an applicable administrative fee.
Branch Setup with VNBG
We handle the entire administrative and legal burden, ensuring your branch is fully setup and ready to operate in Vietnam.
We will prepare your comprehensive application dossier and liaise directly with the Ministry of Industry and Trade (MOIT) to successfully secure your Branch Establishment License.
We will manage the physical carving of your branch's stamp, ensuring it meets all strict regulatory standards for authenticating your commercial contracts.
We will submit your registration to the local tax authorities to activate your branch's independent tax code, setting up your foundation for accounting and VAT invoicing.
We will compile all required banking paperwork and provide hands-on assistance to smoothly open your operational bank accounts (VND and foreign currency).
We will execute the mandatory public announcement of your new branch on the National Portal, ensuring you meet all post-licensing compliance laws without lifting a finger.
Ready to start?
Get a personalized quote based on your specific business lines and shareholder structure. No hidden fees.
Business Acquisition with VNBG
Whether your goal is to acquire operational assets for immediate market share, or to secure a clean, fully-compliant corporate entity to establish your legal and executive presence in Vietnam, buying an existing business is the ultimate shortcut. We provide seamless acquisition solutions that bypass lengthy setup procedures, catering perfectly to both business expansions and management restructuing.
Buy the Right Business
Secure your ideal investment with our end-to-end buyer support—from strategic deal sourcing to rigorous financial and legal due diligence.
Targeted Deal Sourcing
We identify entities that match your exact needs—from active businesses with market traction to clean, ready-to-operate corporate structures ideal for immediate foreign ownership.
Comprehensive Due Diligence
We perform in-depth due diligence to identify all financial and legal uncertainties. This ensures the target entity provides a secure, fully-compliant foundation for your business expansion and management restructuring.
Licensing & Deal Execution
Beyond complex paperwork and regulatory approvals, we handle the complete legal transition of ownership, facilitating the smooth onboarding and compliance of new foreign directors.
Manage Your Business in Vietnam
Drive immediate performance through proven, comprehensive solutions.
calculate Operation Solutions
- Finance & Accounting
- Tax Declaration and Returning
- Tax-code Unblocking
- Year-end PIT Finalization
- Financial Audit Arrangement
- Business Compliance Reporting
groups HR Solutions
- Recruitment Services
- Employer of Record (EOR / PEO) Services
- Work Permit Processing
- Expat Sponsorship
- Payroll Setup & Benefit Administration
- HR Compliance & Background Checks
public Import/Export Solutions
- Importer of Record (IOR) Services
- Exporter of Record (EOR) Services
- Distributor of Record (DOR) Services
- Wholesale/Retail Trading Licenses
- Product Registration
- Customs Clearance
- Product & Supplier Sourcing
- Market Research
- Factory Visits
- Warehousing & Logistics Support
assignment_turned_in Corporate Secretary
- Corporate Structure Cosultation
- Business Certificate Amendment
- Business Code Updates
- Sub-license Applications
- Nominee Director
- Virtual Address Arrangement
- Visa & Temporary Resident Card (TRC) Processing
- Legal Document Drafting & Reviewing
- Bank Account & Administrative Support
Frequently Asked Questions (FAQ)
Everything you need to know about business setup process. Can’t find the answer you’re looking for? Please chat to our consultant team.
How long does it take to setup a company?
What is the minimum capital requirement?
Do I need to be physically present in Vietnam?
Can a foreign company own 100% of the shares?
What are the main corporate taxes in Vietnam?
Do I need a physical office to set up a company?
What is the main difference between a Company and a Representative Office (RO)?
How long must a foreign company operate before opening an RO?
Can any foreign company open a Branch in Vietnam?
If I set up a company, do I automatically get a Visa or Work Permit?
Are there annual compliance requirements after setup?
Your One-Stop Business Solutions in Vietnam
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