Vietnam Business Registration Guide 2026

Overview — Business Structures in Vietnam

Vietnam's legal framework under the 2020 Enterprise Law (Luật Doanh nghiệp 2020) provides several business entity types. The most common for foreign investors and local entrepreneurs are the Limited Liability Company (LLC / Công ty TNHH) and the Joint Stock Company (JSC / Công ty Cổ phần). The choice of entity affects capital requirements, ownership structure, governance, tax obligations, and the ability to raise capital. All businesses must register with the Department of Planning and Investment (DPI / Sở Kế hoạch và Đầu tư) and obtain a tax code (MST) from the tax authority.

Limited Liability Company (LLC — Công ty TNHH)

The LLC is the most popular business form in Vietnam, particularly for small to medium-sized enterprises and foreign-owned companies.

Types:

• Single-member LLC (Công ty TNHH một thành viên): Owned by one individual or organization. The owner has limited liability up to the charter capital. Cannot issue shares.
• Multi-member LLC (Công ty TNHH hai thành viên trở lên): 2 to 50 members. Members contribute capital and share profits/losses proportionally. Cannot issue shares publicly.

Charter Capital: There is no general minimum charter capital for most business lines. However, for certain regulated sectors (banking, insurance, real estate, securities), there are specific minimum capital requirements (e.g., real estate requires VND 20 billion; securities companies require VND 10-100 billion depending on services). For most trading and service companies, any reasonable amount is acceptable (commonly VND 10-20 billion for creditability).

Management: Single-member LLC has a Company President (Chủ tịch công ty). Multi-member LLC has a Members' Council (Hội đồng thành viên) and a General Director.

Joint Stock Company (JSC — Công ty Cổ phần)

The JSC is suitable for larger businesses, especially those planning to raise capital from the public.

• Minimum shareholders: 3 shareholders (no maximum). Shareholders can be individuals or organizations.
• Charter capital: No general minimum, but specific sectors have minimums. JSCs can issue shares (common and preferred) to raise capital.
• Governance: General Meeting of Shareholders (Đại hội đồng cổ đông), Board of Directors (Hội đồng quản trị), and Supervisory Board (Ban kiểm soát) for certain sizes.
• Public company status: If the JSC has 100+ shareholders and charter capital of VND 30 billion+, it may be classified as a public company and subject to additional disclosure requirements under the Securities Law.
• Share transferability: Shares are freely transferable unless restricted by the company charter. This makes JSCs attractive for investment and exit planning.

Other Business Forms

Sole proprietorship (Doanh nghiệp tư nhân): Owned by a single individual with unlimited liability. No minimum capital. Cannot raise capital from others. The owner is personally liable for all debts. Less common due to unlimited liability.

Partnership (Công ty hợp danh): At least 2 general partners with unlimited liability (plus optional limited partners). Used mainly for professional services (law firms, accounting firms).

Enterprise Registration (ĐKKD): Household businesses (Hộ kinh doanh) are simple registrations for small-scale activities (typically family-run, revenue under VND 100 million/year for tax exemption). Not a legal entity — the owner has unlimited liability.

Branch/Representative Office: Foreign companies can register a branch (Chi nhánh) for profit-making activities or a representative office (Văn phòng đại diện) for non-profit liaison activities. Branches need a branch license and are subject to CIT.

Registration Process — Step by Step

1. Enterprise Registration (Đăng ký kinh doanh — ĐKKD): Submit an application to the DPI in the province/city where the company is headquartered. The application includes: proposed company name, business lines (based on VSIC codes), charter capital, legal representative, member/shareholder details, and registered address. Processing time: 3-5 working days. The result is an Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp).

2. Tax Registration (MST — Mã số thuế): Simultaneously with enterprise registration, the company is automatically registered for tax and receives a tax code (MST). The MST is used for all tax filings, invoices, and customs declarations.

3. CIT Registration (Đăng ký thuế TNDN): Corporate Income Tax registration is part of the general tax registration. The standard CIT rate is 20%. Companies must register for CIT, VAT (GTGT), and personal income tax (IIT) withholding.

4. Seal and Bank Account: After receiving the ERC, the company must (a) make a company seal (con dấu) and notify the DPI of the seal sample; (b) open a corporate bank account in Vietnam and register the account with the tax authority.

5. Business License (Giấy phép kinh doanh): For most companies, the ERC serves as the business license. However, for conditional business lines (approximately 250+ regulated industries including banking, insurance, securities, education, healthcare, real estate, travel, food production), additional sub-licenses are required from the relevant ministry.

6. Tax Authority Registration: Within 30 days of receiving the ERC, the company must register for electronic tax filing (HTKK/e-tax portal), apply for invoice registration (hóa đơn điện tử), and complete the initial tax declaration.

Minimum Capital Requirements for Foreign Investors

Foreign-owned companies face additional requirements under the Investment Law:

• Investment Registration Certificate (IRC — Giấy chứng nhận đăng ký đầu tư): Required for foreign investors establishing new companies. The IRC confirms the investment project is approved.
• Minimum capital: For most sectors, there is no mandatory minimum capital for foreign investors. However, the investment capital must be sufficient to cover the project's operational costs. The DPI will assess whether the proposed capital is reasonable for the business scope. Practically, trading companies often have VND 5-20 billion in charter capital.
• Capital contribution timeline: Charter capital must be contributed within 90 days of the ERC for standard companies (or as specified in the IRC for foreign-invested companies). Failure to contribute on time can lead to penalties and deregistration.

Tax Obligations After Registration

Once registered, a company must fulfill ongoing tax obligations:

• CIT (Thuế TNDN): 20% on taxable profits. Monthly or quarterly provisional CIT returns, annual finalization by March 31.
• VAT (GTGT): 10% standard, 5% reduced, 0% for exports. Monthly or quarterly filings depending on revenue.
• IIT withholding (Thuế TNCN): Employers must register employees and withhold IIT at progressive rates (5-35%) on salaries.
• Foreign Contractor Tax (FCT): If the company pays foreign entities for services, FCT withholding (typically 5% VAT + 5% CIT or 10% CIT depending on the contract structure) may apply.
• License tax (Lệ phí môn bài): Annual fee based on charter capital (ranging from VND 300,000 to VND 3,000,000 per year).

FAQs

What is the minimum capital for an LLC in Vietnam?

For most business lines, there is no minimum charter capital. However, your capital must be proportionate to the business scope. The DPI will scrutinize very low capital amounts (e.g., VND 10 million) and may reject the application if the capital seems insufficient. For regulated sectors (banking, real estate, securities), specific minimums apply (e.g., real estate VND 20 billion). Practically, most companies start with VND 1-10 billion.

How long does business registration take?

Enterprise registration with the DPI typically takes 3-5 working days. For foreign-invested companies requiring an IRC, the process takes 15-30 working days (including investment approval). Additional licenses for conditional businesses can take 1-6 months. Total time for a standard local company: 1-2 weeks. For a foreign-owned company: 1-3 months.

Can a foreigner own 100% of a Vietnam company?

Yes, for most sectors. Vietnam's WTO commitments and bilateral investment treaties allow 100% foreign ownership in many sectors. However, certain sectors are restricted: (a) conditional sectors where foreign ownership is capped (e.g., banking: 30%, public media: 0%); (b) sectors with market access limitations under Vietnam's WTO schedule. Check the specific sector before proceeding. For unrestricted sectors, 100% foreign ownership is straightforward through the IRC process.

What is the difference between an LLC and a JSC?

The key difference is share issuance and governance. An LLC cannot issue shares publicly, has a maximum of 50 members, and is more suitable for closely held businesses. A JSC can issue shares (including public offerings), has no maximum shareholders, and has a more complex governance structure (board of directors, shareholders' meeting). JSCs are preferred for businesses planning to raise capital or eventually list on the stock exchange.

Do I need a physical office to register a company?

Yes. The registered address must be a physical location in Vietnam. Virtual offices or P.O. boxes are not accepted as registered addresses. The address must be a legal premises (commercial building, office, or registered residence that allows business registration). Some provinces accept residential addresses for certain business lines. The DPI may inspect the premises.

Disclaimer

This guide provides general information about business registration in Vietnam for 2026. Registration procedures, capital requirements, and regulations may change. Always consult with a qualified Vietnamese corporate lawyer or investment consultant for advice specific to your business. InvestmentKit does not provide legal or financial advice.