Introduction
Company formation in Vietnam offers foreign investors access to a growing market and an important regional supply-chain hub. Incorporation, however, involves more than obtaining an Enterprise Registration Certificate. Investors must also assess market-access conditions, the legal suitability of the premises, capital, tax, employment and sector-specific licensing.
Under the 2025 Law on Investment and Decree No. 96/2026/ND-CP, a foreign investor may establish an economic organisation before obtaining an IRC if the applicable market-access and other statutory conditions are satisfied. In this case, the company must complete the IRC procedure within 12 months of incorporation and may not implement the investment project before the IRC is issued.
| Key takeaway: Not every foreign investment requires a new IRC. Acquiring an existing company, establishing a new investment project and opening a representative office are different forms of market entry with different conditions and procedures. |
1. Choose the Right Structure for Company Formation in Vietnam
Before preparing an application, clarify whether the goal is to trade and issue invoices, cooperate with a Vietnamese partner, acquire an existing business or only conduct market research. A representative office is not a company and cannot directly conduct profit-generating activities.
| Form | Best suited to | Key point |
| Single-member LLC | One owner seeking a streamlined governance structure | Liability is limited to the contributed capital |
| Multi-member LLC | Two to 50 members seeking tighter control over equity transfers | Flexible governance; cannot issue shares |
| Joint-stock company | At least three shareholders and broader fundraising plans | More complex governance and internal reporting |
| Share/equity acquisition | Rapid entry through an operating business | Requires legal and tax due diligence and, in some cases, prior acquisition registration |
| Representative office | Market research, promotion and liaison | No separate legal personality; may not directly generate revenue |
2. Complete the Pre-Filing Review
Four issues usually determine feasibility: business activities, foreign ownership, premises and sector-specific licences. Registration of a business line does not by itself authorise the investor to conduct it.
| Review area | Practical question |
| Market access | Is foreign ownership restricted, or is a Vietnamese partner or another condition required? |
| Premises | Is the location legally suitable, and does the landlord have the right to lease it? |
| Capital | Is the proposed capital adequate for the scale, runway and sector requirements? |
| Investment-policy approval | Does the project require approval before registration? |
| Sub-licences | Are business, retail, education, logistics, environmental or other permits required? |
3. Select the IRC/ERC Route
The IRC records the investment project, while the ERC establishes the company and its enterprise identification number; the two are not interchangeable. Where project registration is required, the route should reflect the law and the project’s readiness.
| Route | How it works | When to consider it |
| IRC → ERC | Register the project, then incorporate the company | Where the law or the nature of the project requires the IRC to be obtained first, or where the investor wishes to confirm project feasibility before incorporating the company and incurring significant costs |
| ERC → IRC | Incorporate first, including a market-access compliance commitment in the business registration application, and complete the IRC within 12 months | Where the structure is clear and an early entity is needed for lawful preparations; the project may not be implemented before the IRC is completed |
| Equity acquisition | Register the acquisition first where required, then update members or shareholders | For investment in an existing Vietnamese company; a new IRC is not automatically required |
4. Documents and Processing Time
Statutory periods run from receipt of a complete and valid dossier. Actual timing may be longer where foreign documents require legalisation, amendments are requested or consultation with another authority is necessary.
| Stage | Indicative timing | Important note |
| Document preparation | Usually 1–3 weeks or longer | Investor documents, financial capacity, premises, translation and legalisation |
| Ordinary IRC, if applicable | Generally 15 days for an IRC application not subject to investment-policy approval | No single timeline applies to every project |
| ERC | Three working days for a valid dossier | Current beneficial-owner disclosure requirements must be addressed |
| Post-licensing | Usually 2–6 weeks | Banking, capital, tax, e-invoices, accounting, employment and sub-licences |
5. Charter Capital and Investment Funding
Charter capital does not necessarily equal total investment capital. It should reflect implementation costs, working capital and sector requirements. Members or shareholders generally have 90 days from ERC issuance to contribute charter capital, subject to the statutory exclusion for transporting, importing and transferring title to contributed assets.
| Issue | Practical recommendation |
| Capital accounts | Open a direct investment capital account where applicable and remit funds through the correct account and currency |
| Contribution schedule | Monitor the Law on Enterprises, the IRC and project commitments together |
| Evidence | Keep bank records, valuation documents and evidence of title transfer for contributed assets |
| Shortfall or delay | Assess amendment requirements before the deadline; do not contribute inconsistently with registered information |
6. Post-Incorporation Compliance
The ERC starts the operational phase; it is not a licence for every activity. The company should commence each activity only after satisfying all applicable conditions and permits.
| Workstream | Main actions |
| Corporate governance | Adopt the charter and internal resolutions; manage seals under the charter; retain beneficial-owner information |
| Banking and capital | Open the appropriate accounts, contribute capital on time and manage investment cash flows |
| Tax and accounting | Arrange digital signatures and e-invoices before use; establish tax filing and accounting processes |
| Employment | Execute contracts, register and pay social insurance where applicable, and complete work-permit and immigration procedures |
| Investment and licences | File investment reports and obtain business or sector-specific licences before conducting regulated activities |
7. Common Mistakes That Delay Market Entry
Delays often result from an inconsistent business model rather than paperwork alone: business lines do not match the project, premises are unsuitable, capital lacks a reasonable basis or foreign documents are not validly prepared.
| Common mistake | How to prevent it |
| Committing to premises too early | Verify permitted use, leasing rights and sector requirements before a long-term deposit |
| Using vague or overly broad objectives | Distinguish project objectives, Vietnamese business codes and CPC codes where relevant |
| Planning only for certificate issuance | Allow time for preparation, amendments, banking and sub-licences |
| Choosing capital arbitrarily | Prepare a 12–24 month budget and review sector-specific capital requirements |
| Assuming the ERC permits immediate operation | Prepare a pre-operation compliance checklist for each activity |
8. Frequently Asked Questions
1. Is there a general minimum capital requirement?
No single minimum applies to every company. Some sectors have legal capital or financial-capacity requirements, and the proposed amount must be credible for the project.
2. Must the legal representative be Vietnamese?
No. A foreign national may serve if the applicable residence, governance and other requirements are met. The company must always ensure that at least one legal representative resides in Vietnam as required by the Law on Enterprises.
3. Must the company register its seal specimen?
No. The former seal-notification procedure no longer applies. The company decides the type, quantity and management of its seals in accordance with law and its charter.
4. When may the company begin operating?
It depends on the project. An ERC alone does not authorise every activity; the IRC where applicable, capital, tax, e-invoice and sector-licensing requirements must also be completed.
Conclusion
Effective company formation in Vietnam starts with a properly designed investment structure, not with completing forms. The plan should align the business activities, premises, capital, IRC/ERC sequence and post-licensing obligations.
TT Collab assists investors with market-access reviews, entity and registration-route selection, IRC/ERC applications, sector-specific licensing coordination and post-licensing compliance planning.
Key Legal Basis
- Law on Investment No. 143/2025/QH15 (effective 1 March 2026).
- Law on Enterprises No. 59/2020/QH14, as amended by Law No. 76/2025/QH15.
- Decree No. 96/2026/ND-CP guiding the Law on Investment.
- Decree No. 168/2025/ND-CP on enterprise registration, as amended by Decree No. 296/2026/ND-CP.
| Disclaimer: This article provides general information and is not legal or tax advice for a specific matter. Requirements should be confirmed before filing or incurring material costs. |
