YOUR TRUSTED PARTNER FOR SEAMLESS COMPANY SETUP IN VIETNAM

Establish your new Vietnam entity smoothly and seamlessly with our end-to-end company registration and incorporation services

Setting up a company in Vietnam is a critical step for businesses expanding into Southeast Asia. With its rapidly growing economy, strategic trade links, and government incentives for foreign investors, Vietnam presents compelling opportunities for growth. While the company incorporation process can appear complex, our expert team delivers end-to-end business incorporation services to ensure a compliant, streamlined, and efficient start to your operations.

Vietnam Company Incorporation 5-Step Checklist

Start your business the right way by following Vietnam’s legal procedures through the National Business Registration Portal.

Here’s a simplified checklist of the key steps involved in company incorporation in Vietnam:

01

Choose your company name and business structure

  • Pick a unique business name and submit it to the Department of Planning and Investment (DPI) for approval.
  • Select the appropriate legal structure — Limited Liability Company (LLC), Joint-Stock Company (JSC), Partnership, Branch, or Representative Office.

Tip: Ensure the name is unique and is not already in use by an existing business or contains any restricted terms. The DPI may reject names that are misleading, too similar to others, or contain sensitive words (e.g., “national,” “bank”).

02

Prepare the required incorporation documents

Before beginning your company incorporation process, prepare the following documents:

  • Identification documents for all investors and the appointed legal representative
  • Company charter (constitution)
  • Legal address and lease agreement for the company’s registered office
  • Power of Attorney (if authorizing another person to sign)
  • List of founding shareholders (required for JSCs)
  • Investment registration certificate (if foreign ownership is involved)

Tip: All foreign documents must be notarized and legalized (with consular authentication) before submission. Translation into Vietnamese is mandatory for non-Vietnamese documents.

03

Submit your application online via the National Business Registration Portal

  • Log in to the National Business Registration Portal using a Business Registration Account or public digital signature.
  • Create your application, upload scanned documents, and sign electronically.
  • Submit the full application to apply for the Enterprise Registration Certificate (ERC).

Tip: Common errors include missing attachments, unsigned forms, or outdated identification documents. Double-check file formats (PDF, under size limits) and make sure digital signatures are correctly configured.

04

H3: Obtain the Enterprise Registration Certificate and Tax Code

  • If the documents are in order, the DPI will issue your ERC and tax code in 3–5 working days.
  • You must also publish your business registration on the National Business Registration Portal.

Tip: Don’t delay the public announcement. It’s a legal requirement and must be completed within 30 days of receiving the ERC. At BoardRoom, we can handle this administrative step on your behalf.

05

H3: Post-registration compliance and operational setup

After registration, your business must complete additional legal steps before becoming fully operational:

  • Open a corporate bank account and contribute the registered charter capital (typically within 90 days)
  • Register tax declarations with the Tax Department
  • Register for VAT (if applicable)
  • Notify the local Department of Labor, Invalids, and Social Affairs (DOLISA) of employee usage
  • Register employees for social and health insurance
  • Begin maintaining accounting records under the Vietnam Accounting Standards (VAS)

Tip: Non-compliance with post-registration steps can lead to penalties or tax ineligibility. Our company incorporation services at BoardRoom include post-setup compliance to help you stay fully aligned with local laws.

With our comprehensive business incorporation services, you can navigate Vietnam’s regulatory landscape from start to finish. We ensure every stage of your company incorporation is compliant, efficient, and future-ready.

Choosing the Right Business Structure for Your Vietnam Entity

The type of business structure impacts everything from tax obligations and compliance to liability and expansion potential. Our company registration services provide tailored guidance to help you choose one that aligns with your business goals, operational model, and regulatory requirements.

Limited Liability Company (LLC)

The most common entity type for both local and foreign-owned businesses. It offers limited liability, simple governance, and is well-suited for small to mid-sized enterprises (SMEs) operating in trading, services, or manufacturing.

  • Can be established by one (single-member) or more (multi-member) individuals or organizations
  • Members have liability limited to their capital contribution
  • Not permitted to issue shares or be publicly listed
  • equires a legal representative residing in Vietnam
  • Ideal for trading, services, or consulting businesses

Note: Foreign investors must obtain an Investment Registration Certificate before forming an LLC in most sectors.

Joint-Stock Company (JSC)

Designed for businesses looking to scale or raise capital. JSCs can issue shares, list on stock exchanges, and offer greater flexibility for ownership transfers.

  • Must have at least three founding shareholders (no maximum)
  • Can issue shares and other securities; eligible to list on the Vietnam Stock Exchange
  • Allows transfer of shares without prior approval (unless restricted by charter)
  • More complex reporting and governance requirements than an LLC
  • Often used by large-scale companies, holding structures, and enterprises planning initial public offerings (IPOs)
Partnership

Typically used for Vietnamese-owned professional firms. Partners share management and profits, but general partners face unlimited liability.

  • Two or more individuals jointly operate under a mutual partnership agreement
  • May be a general partnership or limited partnership
  • General partners have unlimited liability for the partnership’s obligations
  • Partnerships are not separate legal entities in Vietnam
  • Not commonly used by foreign investors due to liability risks
Branch Office

A commercial extension of a foreign company in Vietnam. It may conduct business and earn revenue, but it is not a separate legal entity from its parent.

  • Can engage in business activities as authorized under the parent company’s scope
  • Does not have a separate legal personality — liabilities belong to the parent entity
  • Must register with the Ministry of Industry and Trade or specialized authorities
  • Requires a chief representative and office in Vietnam
  • Subject to corporate tax and local compliance obligations
Representative Office

Best for foreign companies exploring the market or coordinating with local partners. It cannot generate income but benefits from minimal compliance.

  • Not allowed to conduct revenue-generating activities
  • Used for research, promotion, and liaison functions
  • Must appoint a chief representative residing in Vietnam
  • Requires licensing from the Ministry of Industry and Trade
  • Simple tax and reporting obligations compared to other structures
Why Structure Matters

Selecting the wrong entity at the outset can lead to limitations down the road, whether it’s difficulty attracting investors, restricted foreign ownership, or unnecessary tax exposure. The right company incorporation strategy helps ensure legal clarity, operational efficiency, and smoother expansion as your business grows in Vietnam.

  • Ownership limitations: Some sectors restrict foreign ownership; knowing where and how helps avoid roadblocks.
  • Tax obligations: Corporate income tax (CIT) is 20%, but incentives exist for businesses in prioritized zones or industries.
  • Capital contribution timelines: You must inject the full charter capital within 90 days of registration to stay compliant.
  • Exit strategy and transferability: LLCs limit share transfers; JSCs offer easier paths for investor entry or exits.

With our integrated business incorporation services, we evaluate your full commercial objectives—be it for trade, investment, or long-term operations—and recommend the structure that best supports compliance and scalability in the market.

The benefits of outsourcing your company incorporation in Vietnam

The complexities of company incorporation in Vietnam can be challenging to navigate without professional assistance.

By engaging a reputable service provider to assist with company incorporation and formation, you can:

01

Ensure regulatory compliance

Vietnam’s Law on Enterprises and related regulations can be difficult to interpret, especially if you are new to doing business in the country. Incorporation services specialists can clarify the statutory rules pertaining to the registration of a company and help you comply with these rules during each phase.

02

Maximize local benefits

Based on your business objectives, an experienced provider can advise you on the most appropriate company type you should incorporate. They can also help you leverage available tax incentives, location-based benefits, and industry-specific opportunities under Vietnam’s regulatory framework.

03

Receive personalised advice

If you are unsure how to register a company in Vietnam and start running into issues, it can be difficult to access support. Having a team of experts on hand means you can receive prompt assistance and customized advice every step of the way, ensuring your company incorporation is handled efficiently and with full compliance.

Set Up a Company in Vietnam with BoardRoom

Setting up a company in Vietnam involves navigating regulatory requirements and making key strategic decisions. With BoardRoom as your trusted incorporation partner, our expert team provides end-to-end support, from entity structuring and documentation to pre-incorporation compliance and post-registration services. We simplify the process, ensuring a seamless, compliant setup that aligns with your business goals.

Explore how we help businesses establish a compliant, future-ready presence in Vietnam.

H3: Choosing the Optimal Company Structure

We begin by evaluating your broader business structure, operational model, and regional tax footprint to recommend the most suitable company type. Whether you’re setting up a trading company, holding entity, or manufacturing operation, we provide tailored advice aligned with your objectives.

Key considerations include:

  • Your existing group structure and cross-border operations
  • Tax implications in other jurisdictions
  • Goals for your Vietnam presence (e.g., investment vs. operations)
  • Regulatory and compliance impact

Tax Tip: Companies in priority sectors or economic zones in Vietnam may qualify for corporate income tax incentives, such as reduced CIT rates or multi-year tax holidays, based on the nature and location of their activities.

Preparation for Incorporation

Our team handles all the administrative and regulatory steps required for your company registration in Vietnam, looking after accuracy, speed, and compliance.

We assist with:

  • Business name reservation with DPI
  • Appointment of a local representative (nominee services available)
  • Provision of a registered office address
  • Preparation of incorporation documents
  • Completion of Know Your Customer (KYC) due diligence
  • Application for the Enterprise Registration Certificate (ERC)

Once the requirements are fulfilled, most applications are approved within 3–7 business days, subject to DPI’s review.

Post-Incorporation Support

Once your entity is incorporated, we help you fulfill your statutory obligations and ensure it is fully operational from day one.

Our post-incorporation services include:

  • Issuing company seals, share certificates, and statutory registers
  • Opening a corporate bank account and contributing charter capital
  • Registering with the Tax Department
  • Applying for VAT and other licenses, where applicable
  • Preparing labor declarations and registering employees for social insurance
  • Complying with Vietnam Accounting Standards (VAS)

We also support exit planning, including strike-offs and formal dissolution in accordance with Vietnamese law.

Setting Up a Company in Vietnam for Foreigners

Foreign individuals and entities can incorporate a company in Vietnam. However, some additional requirements apply, which can be efficiently managed through a registered service provider such as BoardRoom.

Foreign requirements include:

  • Engaging a corporate service provider or registered consultant, such as BoardRoom, to handle their application
  • Obtaining an Investment Registration Certificate (IRC) where required
  • Appointing a legal representative residing in Vietnam (nominee director services available)
  • Translating and notarizing documents, as required

We also assist with relocation matters, including visa support, opening local bank accounts, and fulfilling due diligence requirements, enabling a smooth transition for overseas investors.

Ongoing Compliance and Business Support

Company incorporation is just the beginning. Our full suite of corporate services ensures long-term compliance, allowing you to scale confidently.

Our ongoing support includes:

  • Appointing a company legal representative and updating changes with DPI
  • Submitting tax reports and financial statements to the Tax Department
  • Maintaining accounting records under VAS
  • Conducting internal audits (if required)
  • Supporting license renewals and amendments
  • Preparing for annual declarations and compliance reviews

With our OneBoardRoom Advantage, you gain integrated support across company incorporation, tax, payroll, accounting, and corporate secretarial services, ensuring your Vietnam setup remains compliant and future-ready.

Why Choose BoardRoom?

With over 60 years of experience, BoardRoom is a trusted provider of company incorporation services across the Asia-Pacific region, including Vietnam. We go beyond company setup to support the full lifecycle of your business, from registration and early compliance to operational growth, regional expansion, and exit planning.

Our OneBoardRoom Advantage offers integrated services across Company Incorporation, Corporate Secretarial, Tax, Accounting, Payroll, and Advisory. By consolidating your corporate needs under one provider, we help you stay compliant, reduce complexity, and scale efficiently at every stage of your business journey.

Company Secretarial Services
Stay compliant with Vietnam’s Law on Enterprises and other evolving regulatory requirements. Our expert team handles statutory filings, prepares board resolutions, maintains registers, and ensures your company meets all obligations with the Department of Planning and Investment.
Payroll Services
Ensure accuracy and compliance with local labor laws. We offer end-to-end payroll processing, social insurance reporting, personal income tax filings, and integration with your HR systems, so you can focus on managing your team, not paperwork.
Accounting Services
Gain visibility and confidence in your financials. We provide bookkeeping, monthly reporting, and statutory financial statement preparation in accordance with Vietnam Accounting Standards (VAS). Our cloud-based system gives you real-time access to your financial data for faster decision-making.
Tax Advisory and Filing
Optimize your tax strategy with BoardRoom’s expert advisory and filing services. Our tax professionals provide tailored support on corporate income tax, VAT, foreign contractor tax, and transfer pricing, helping you stay compliant with the Tax Department while improving tax efficiency through proactive planning.

Get in touch with our company registration expert today!

CLIENT TESTIMONIALS

Alex Lee

YOUR POINT OF CONTACT

Alex Lee

Asia Chief Operating Officer

Frequently Asked Questions (FAQs)

1. What do I need to decide on before incorporating a company in Vietnam?

Company incorporation and business registration in Vietnam vary depending on your intended structure, ownership, and industry. Before starting the process, you’ll need to determine:

  1. Company Name
  2. Type of Business Activity (aligned with Vietnam’s business classification list)
  3. Legal Representative
  4. Ownership Structure and Shareholding
  5. Registered Office Address
  6. Company Charter (equivalent to constitution)
  7. Charter Capital Amount
  8. Investment Registration Certificate (if foreign-invested)

Many companies choose to outsource their company registration to a services firm like BoardRoom to simplify this process and avoid costly errors.

2. How much does it cost to start a company in Vietnam?

Government fees vary depending on business type and location, but generally include:

  • Enterprise Registration Certificate (ERC): ~VND 100,000–200,000
  • Publication of business registration: ~VND 100,000
  • Company seal engraving: ~VND 300,000–500,000

These estimates exclude professional fees for company incorporation services, document translations, and other third-party costs. At BoardRoom, our incorporation services provide transparent pricing tailored to your business type and setup complexity.

3. What are the requirements to register or incorporate a company in Vietnam?

Vietnam’s company incorporation process typically includes:

  1.  At least one legal representative residing in Vietnam
  2. Charter capital declaration (no minimum unless required by specific sectors)
  3. Registered office address in Vietnam
  4. Properly notarized and translated identification documents
  5. Obtaining an Investment Registration Certification (IRC) if foreign ownership applies
  6. Enterprise Registration Certificate (ERC) approval from the DPI

After registration, you must complete tax registration and announce your establishment publicly.

4. How can foreigners incorporate a company in Vietnam?

Foreigners can fully own a company in many sectors in Vietnam. However, additional steps are required, such as:

  • Securing an Investment Registration Certificate (IRC)
  • Preparing legalized and translated founding documents
  • Appointing a local legal representative
  • Engaging a registered service provider for application filings

BoardRoom guides you through the process, from documentation to banking and compliance.

5. What types of companies are available in Vietnam?

The most common legal entity types include:

Company Type Key Characteristics Suitable For
Limited Liability Company

(LLC)

1–50 members, limited liability, cannot issue shares Easy to set up and manage, low costs, suitable for small-scale operations
Joint-Stock Company (JSC) Requires ≥3 shareholders, can issue shares Large-scale or investor-driven businesses
Branch Office Extension of a foreign parent, can earn revenue Foreign enterprises expanding directly
Representative Office Non-commercial, no revenue allowed Market research, liaison roles

Other forms, such as partnerships, are less common and typically reserved for Vietnamese citizens. They’re mainly used for professional services and carry liability risks that make them less suitable for foreign investors.

6. Why should you choose BoardRoom as your preferred incorporation service provider?

Incorporating a company in Vietnam involves multiple steps that require precision to ensure compliance with local laws and regulatory bodies like the Department of Planning and Investment (DPI). BoardRoom’s experienced team of professionals provides expert guidance, simplifying the process and ensuring adherence to all legal and procedural requirements. From selecting the right business structure to managing post-incorporation compliance, BoardRoom offers seamless, end-to-end incorporation services tailored to your goals.

7. How long does it take to incorporate a company in Vietnam?

Incorporating a company in Vietnam typically takes 3–7 business days after all documents are submitted, assuming there are no complications. The first step is reserving your business name and obtaining an Investment Registration Certificate (if applicable). Once these are approved, you can apply for your Enterprise Registration Certificate (ERC). After issuance, you’ll need to complete tax registration and public disclosure before operations can begin.

8. Do I need a company secretary to incorporate a company in Vietnam?

Unlike other countries, Vietnam does not mandate the appointment of a company secretary. However, companies must maintain proper governance, recordkeeping, and regulatory filings. Partnering with BoardRoom can help ensure you meet all corporate compliance obligations, even without a formal secretary role.

9. What are the ongoing compliance requirements after incorporation?

After incorporation, your Vietnam entity must:

  • File monthly or quarterly tax returns (CIT, VAT, PIT)
  • Maintain accounting records and prepare annual financial statements under VAS
  • Submit audited reports (if required by size or sector)
  • Register labor usage and comply with social insurance requirements
  • Report any changes in business activities, capital, or structure to the DPI

Failing to comply can result in fines, license suspension, or tax penalties.

10. What are the tax benefits of incorporating in Vietnam?

Vietnam offers several tax incentives designed to attract both local and foreign investors. These include reduced corporate income tax rates, tax holidays, and exemptions for businesses operating in priority sectors like tech, education, and manufacturing, or in

economic and industrial zones. Vietnam also has double taxation agreements (DTAs) with more than 80 countries, helping reduce tax burdens for international investors.

A full-suite service provider with expertise in incorporation, corporate secretarial, accounting, and tax advisory can help you unlock these benefits and structure your company for long-term efficiency and compliance.

Contact us today to learn more about how we can assist with your Vietnam incorporation and tax structuring needs.