How to start a company in Vietnam as a foreigner in 2026: LLC, ERC, IRC

A foreigner can own 100 percent of a Vietnamese company in most sectors — IT, trading, F&B, consulting, manufacturing. Since 1 March 2026 the Law on Investment 2025 (No. 143/2025/QH15) has been in force, and it lets you incorporate first (the ERC) and register the investment project afterwards (the IRC). That shaves roughly a month off the cycle and lets you open a bank account and sign a lease before the project paperwork is finished.

It also comes with conditions that most summaries leave out, and they matter more than the headline. This guide covers the whole process, including those.

The short version

If you are weighing up the move itself rather than the company, start with the Vietnam relocation guide. Decision made? Then let us register something.

Company types for a foreign investor

Vietnam offers four structures to foreign investors. Which one you want depends on whether you need to trade commercially, whether you already have a parent company abroad, and how much you are willing to spend.

Limited Liability Company (LLC): the default

An LLC is the Vietnamese equivalent of a private limited company. It is the standard choice for foreigners: simple structure, liability capped at your contribution, flexible management. Two variants:

• Single-Member LLC — one owner, an individual or a company. Decisions are yours alone and the paperwork is minimal.
• Multi-Member LLC— two to fifty owners. Shares track contributions, decisions go through a members' council.

Suits IT startups, e-commerce, trading companies, restaurants, consultancies and small manufacturing. Around 80 percent of new foreign-invested companies in Vietnam register as LLCs, according to Acclime.

Joint-Stock Company (JSC): built to scale

A JSC is a shareholding company. Minimum three shareholders, no upper limit. Capital is split into shares, you can raise publicly, and you can eventually list on HOSE, HNX or UPCoM.

Suits mid-size and large projects planning a funding round, financial institutions, and anything with an IPO on the horizon. More governance than an LLC: a board, an inspection committee, annual general meetings.

Branch Office

A branch trades in the name of the foreign parent. It signs contracts, invoices clients and hires staff, and profits flow back to the parent.

The constraints are heavy: the parent must have operated for at least five years, and the form is only open to certain sectors — mainly banking, law and insurance. Most foreign founders can skip it.

Representative Office

The lightest option. No commercial activity at all: marketing, market research, and quality oversight of contracts between the parent and Vietnamese partners. It pays no corporate income tax because it earns nothing in Vietnam. The licence runs five years and is renewable — worth it if you want to test the market before committing.

Structures compared

The rest of this guide is about the LLC, because that is 80 percent of cases.

Can a foreigner own 100 percent of a Vietnamese company?

Yes, in most sectors. Since joining the WTO in 2007 Vietnam has run a negative list: anything not explicitly closed or restricted is open to full foreign ownership.

Fully open to 100% foreign ownership

• Software development, SaaS, IT services
• E-commerce, both B2B and B2C
• Marketing and digital agencies, with caveats around advertising
• Consulting: legal, accounting, business
• Wholesale and retail trade across most categories
• F&B: restaurants, cafés, food delivery
• Manufacturing: factories, assembly lines
• Outbound tourism

Conditional sectors

Closed outright

Military equipment, category I hazardous chemicals, gambling outside licensed zones, private investigation, journalism and the press.

The full list sits in Decree 96/2026/NĐ-CP, in force from 1 July 2026. Until then Decree 31/2021/NĐ-CP applies. If your business lands in a grey area, pay for a written legal opinion from a local firm — $300–500 and cheap insurance against an IRC refusal.

What changed on 1 March 2026, and what it actually costs you

This is the big regulatory story of the year, and it is usually reported badly.

The Law on Investment 2025 (No. 143/2025/QH15) passed the National Assembly on 11 December 2025 and takes effect in stages: general provisions from 1 March 2026, the revised conditional-sector list from 1 July 2026. Decree 96/2026/NĐ-CP implements it.

ERC-first, explained properly

Under the old sequence a foreign investor had to obtain the IRC (Investment Registration Certificate, which describes the project) before the ERC (Enterprise Registration Certificate, which creates the legal entity). That took five to eight weeks even in simple cases and blocked everything downstream: no bank account, no hires, no long lease.

Since 1 March 2026 most projects can flip it. You incorporate first — the ERC takes three to seven working days — and register the project afterwards. That saves four to six weeks and gets your team working legally while your lawyer finishes the investment paperwork.

So ERC-first is a head start on administration, not a licence to trade early. Treat the twelve months as a real deadline, because a company sitting on an ERC with no IRC has a legal entity it cannot use.

Who it works for, and who should not bother

Acclime is explicit about the split. ERC-first suits service businesses and low-infrastructure ventures with a clear market-access position — the kind that needs a local platform early for research and partner conversations.

It is the wrong route for anything touching land, construction or a factory, for the conditional sectors (education, healthcare, logistics, retail, real estate, telecoms, financial services), and for projects that need multiple inter-agency sign-offs on environment, fire safety or sectoral licensing. Those keep the old IRC-first order.

A shorter conditional list

Thirty-eight lines of business came off the conditional list, mostly services, and another twenty were narrowed. The total dropped from 234 to 196. For a lot of sectors that means no more special sub-licences — a standard ERC is enough.

A green lane for priority FDI

There is now a fast-track for strategic FDI in high technology, R&D and infrastructure. It waives several appraisals — technological, environmental, fire safety — shortens timelines and adds incentives. The usual threshold is around $1bn of capital, so it is not relevant to a normal founder.

The business licence tax is gone

Resolution 198/2025/QH15 abolished the annual business licence tax (lệ phí môn bài) from 1 January 2026 for both new and existing companies. It used to be VND 2–3m a year, about $80–120. Small, but free money.

💬 "The 2026 law rebalances the burden: foreign investors gain the flexibility to register a legal entity before the investment project is fully documented. That was the main pain point for tech and service startups" — Duane Morris Vietnam, December 2025

Registering an LLC step by step

Eight steps. Through a law firm, half of them happen without you. On your own, budget at least 200 hours of coordination across two to three months.

Step 1. Documents, before you fly

• Individual founder: passport valid 6+ months, six 4×6 photos, a criminal record check from your home country, translated into English and Vietnamese.
• Corporate founder: articles of association, incorporation documents, a company extract, and a board resolution approving the investment. All consular-legalised and translated.
• Proof of funds: a bank statement showing the founder holds the planned charter capital.
• Business planin English, five to fifteen pages: market, product, three-year P&L, team. Not a formality — the licensing department reads it.

Step 2. City and registered address

The three main choices are Ho Chi Minh City, Hanoi and Da Nang.

• Ho Chi Minh City:the most active economy and the obvious pick for IT, trading and F&B. Saigon Hi-Tech Park carries a 10 percent CIT rate for fifteen years.
• Hanoi: closer to the ministries, which helps in regulated sectors, education and healthcare.
• Da Nang: cheaper rent, a large foreign community, comfortable for remote-first and SaaS teams. The city itself is covered in the Da Nang guide.
• Hai Phong, Bac Ninh, Binh Duong: manufacturing, with access to industrial parks.

You need a registered address — it is where the licensing department and the tax office send everything. Options: an office from about $200 a month, including co-working with a registered address; a virtual office at $50–150 a month, which is fine for IT and consulting but not for F&B or retail; or the director's own residential address, acceptable for a micro-LLC in IT or consulting.

Step 3. The Enterprise Registration Certificate (ERC)

Since 1 March 2026 this is the first filing for most projects.

Filed with the Business Registration Office (Phòng Đăng ký kinh doanh): the application form, the company charter, the list of members and their shares, the founder's documents with translation, and a power of attorney if a lawyer is filing.

Time: 3–7 working days. Fee: VND 100,000 (~$4) plus a VND 50,000 e-filing charge.

Once the ERC is issued you have a tax code, a registered name, a registered address and a set of VSIC codes — Vietnam's equivalent of an industry classification.

Step 4. The Investment Registration Certificate (IRC)

If your project is in a conditional sector or needs investment policy approval, the IRC comes first. For a straightforward case it runs in parallel or afterwards, within the twelve-month window.

Filed with the Department of Finance or the Industrial Zone Authority: the IRC application, the business plan and financial model, proof of the source of capital, the investor's legalised documents, and the office lease.

Time: 15–35 working days on paper; three to five weeks in practice once you account for follow-up questions.

Step 5. Company seal and tax registration

After the ERC you order a corporate seal (con dấu): $30–50, one or two days. The seal notification is filed online through the National Business Registration Portal.

In parallel comes tax registration: a digital signature token ($80–150 for three years), enrolment in the eTax system, and e-invoicing. All of it within ten days of the ERC, or you are looking at a fine.

Step 6. Opening the bank accounts

Every foreign-invested company must open a Direct Investment Capital Account (DICA). It handles charter capital, dividends and foreign loans, and its framework is set by Circular 06/2019/TT-NHNN. One DICA per company, in the currency named in the IRC — USD, EUR or VND.

Documents:ERC, IRC if issued, the charter, the legal representative's passport, the seal, and the parent company's corporate documents with consular legalisation for corporate investors.

Time: 3–7 days. Banks that actively serve foreign-invested companies: Vietcombank, BIDV, Techcombank, Sacombank, HSBC Vietnam, Standard Chartered, UOB.

You also need an ordinary operating account for suppliers and payroll. The mechanics of both, plus what banks ask foreigners for, are in the Vietnam bank account guide.

Step 7. Paying in the charter capital

The capital must be paid in full through the DICA within 90 days of the ERC date. Miss it and you get a fine plus a mandatory downward amendment of the ERC, which is a bad look for every licence and bank conversation afterwards.

The transfer goes from the founder's account abroad — personal or corporate — into the DICA. The bank issues a confirmation (Giấy xác nhận góp vốn) that goes into the corporate records.

Step 8. Work permit and residence card

This is where the 2026 rules changed in your favour, or not, depending on your capital.

Under Decree 219/2025/ND-CP, an owner or capital-contributing member of an LLC with a contribution of VND 3bn or more (about $115,000) is exempt from the work permit requirement. Below that threshold the same person is treated as a foreign worker and needs a full permit.

If you need one: a degree certificate with legalisation and translation, a criminal record check, a medical certificate from an approved Vietnamese clinic, and an employment contract with your own company. Fifteen to thirty days, $40–60 in fees, $500–1,000 for a firm to run it.

After that comes the Temporary Residence Card (TRC), valid one to three years. Since 1 January 2026 every TRC holder needs an e-ID in the VNeID system. Details in the Vietnam residence permit guide.

The alternative is a DT investor visa, issued to founders of foreign-invested companies: DT4 from $3,000 of capital, DT3 from $300,000, DT2 from $3m, DT1 from $100m. Up to five years, renewable. See the Vietnam visa guide for the categories.

The real timeline, week by week

Scenario: a solo founder, a 100 percent foreign-owned SaaS company in Ho Chi Minh City, a lawyer working in parallel.

Independent guides put the end-to-end figure at two to four months: four to six weeks for the licences and another four to eight for banking, capital and tax setup. That matches the table if you count from the day you start collecting documents rather than the day you land.

Conditional sectors add four to eight weeks for the specialist licence: sanitary approvals for an F&B chain, a deposit and guide certification for tourism, MOET sign-off for education.

What it costs to open an LLC in Vietnam in 2026

Four blocks: government fees, professional fees, incidentals (legalisation, rent, seal), and the director's visa and permit.

Government fees

Under $10 goes to the state. Everything else is professional fees and services.

Turnkey providers compared

Prices as of June 2026 — check the firms' own pages. This is not advertising. Choose on sector experience, reviews and how the first call goes; ask for a free consultation before you pay anything.

Incidentals

• Legalisation and translation of corporate documents, for corporate founders: $300–600
• Office as registered address: from $200 a month, or $50–150 for a virtual one
• Company seal: $30–50
• Digital signature token: $80–150 for three years
• E-invoicing subscription: $50–100 a year
• Outsourced accounting: $100–300 a month for a micro-LLC

Visa and work permit for the director

• E-visa, 90 days, for entry: $25
• Work permit: $40–60 in fees plus $500–1,000 in professional fees, if you need one at all
• TRC, one to three years: $145–165 in fees plus $300–500 in services
• DT investor visa: $80–155 in fees plus services

A realistic all-in budget

That is to open. Add $500–1,500 a month for accounting, rent and support through the first six months. Everyday cost of living is in the Vietnam prices guide.

Minimum charter capital

There is no universal minimum, which is both a convenience and a trap. The law sets no fixed figure, but the licensing department and the Ministry of Finance assess whether the capital is adequate for the business plan you filed.

What gets approved in practice

• IT, SaaS, consulting: usually from $10,000–20,000
• E-commerce and trading: $20,000–50,000
• Restaurant or café: $30,000–80,000, given rent and equipment
• Manufacturing: from $100,000 depending on scale
• Conditional sectors (education, real estate, clinics): $300,000 to $20m under specific rules

Capital drives your visa and your permit

Two separate thresholds, easy to confuse:

• Work permit exemption kicks in at VND 3bn (~$115,000) of contributed capital under Decree 219/2025/ND-CP. Above it, no permit. Below it, full permit.
• DT investor visa class follows capital: DT4 up to $3,000 gives twelve months, DT3 at $3,000–300,000 gives three years, DT2 at $300,000–3m gives five years, DT1 above $3m gives five years plus a route to permanent residence.

Restricted and conditional sectors

Decree 96/2026/NĐ-CP, in force from 1 July 2026, is the reference document. It narrows the old Decree 31/2021/NĐ-CP but still restricts 196 sectors. A practical run-through by group:

Finance and insurance

• Commercial banks: 30 percent maximum for a single foreign investor, 49 percent in aggregate. Full ownership is possible only when acquiring a distressed bank by arrangement with the State Bank.
• Insurers: 49 percent for brokers, up to 100 percent for life insurance at $20m capital.
• Payment services: 49 percent maximum.

Telecoms and media

• Telecoms with infrastructure: 49–65 percent depending on sub-sector
• Telecoms without infrastructure, i.e. content providers: up to 65 percent
• Press, publishing, broadcasting: closed to foreigners
• Advertising: joint venture with a Vietnamese advertising company required

Education

• K-12, universities, colleges: 100 percent allowed, but $5m capital plus Ministry of Education approval and a five-year licence
• Language schools and tutoring: from $300,000
• Online courses: a grey area; lawyers generally advise registering as IT or consulting

Healthcare

• General clinics: from $20m
• Dentistry: from $4m
• Pharmaceuticals: separate Ministry of Health licence
• Aesthetic medicine: specific sanitary requirements

Tourism

• Inbound tour operating: 100 percent possible, but with a VND 250m deposit (~$10k), Vietnamese guides and a Ministry of Tourism licence
• Outbound tour operating: joint venture only
• Hotels, restaurants, cafés: fully open

Real estate and logistics

• Brokerage: 100 percent allowed with local registration
• Development: only through a dedicated project company with approvals
• Land: foreigners cannot own land outright; state leases run up to fifty years
• Freight forwarding: up to 51 percent; domestic transport restricted; warehousing 100 percent allowed

If your sector is on the conditional list, add four to eight weeks for the specialist licence and $2,000–5,000 in professional fees.

Choosing a lawyer

Your lawyer or corporate services firm is about 70 percent of whether registration goes smoothly. A weak one gives you missed deadlines, wrong VSIC codes, an IRC refusal and bank problems. A good one saves you a hundred hours.

What to check

1. Sector experience. A firm that has done fifty IT companies is not the same as one that has done fifty restaurants. Sector drives the licensing and the VSIC codes.
2. Experience with your nationality. Consular legalisation works differently in every country, and a firm that has never handled a document chain from yours will learn on your money.
3. Transparent pricing. A fixed fee or a stated hourly rate up front. Hidden extras are a red flag.
4. A local office. In the city you are registering in — Ho Chi Minh City, Hanoi or Da Nang — not a remote arrangement.
5. Real client references. Ask for two or three current clients and call them. Ten minutes of conversation beats thirty pages of website.
6. Professional indemnity insurance. Serious firms carry $1m or more.

The main firms at a glance

For genuinely complex work — M&A with a state-owned entity, a joint venture in a conditional sector, IPO preparation — look at the international firms: Baker McKenzie, Allen & Overy, YKVN, VILAF, Frasers Law Company. Around $300–600 an hour, and worth it at that level of complexity.

Taxes for a Vietnamese LLC in 2026

The landscape shifted recently: a new corporate income tax law took effect on 1 October 2025 and a new VAT law on 1 July 2025. For 2026 the rates are as follows.

Corporate Income Tax

Standard rate: 20 percent on profit after deductible expenses. Preferential rates:

• 17 percent for businesses in less-developed districts, for ten years
• 15 percent for high-technology and scientific sectors
• 10 percent for priority sectors such as Saigon Hi-Tech Park and designated IT zones, for fifteen years

Incentives apply automatically where you meet the criteria, and are formalised through the licensing department and the tax office.

Value Added Tax

• 10 percent standard, on everything outside the exempt and reduced lists
• 5 percent on socially significant goods: food, medicine, education
• 0 percent on exported goods and services

VAT registration is mandatory for every company with an ERC. Returns are monthly or quarterly.

Foreign Contractor Tax

Applies to payments to non-residents for services delivered in Vietnam, and combines a CIT component with a VAT component. From 2026, under Circular 20, the FCT base includes VAT, which raises the cost for anyone paying overseas contractors. Rates run 0.1–10 percent CIT plus 0–5 percent VAT depending on the service.

Personal Income Tax for a resident director

Non-residents — fewer than 183 days in the country in a calendar year — pay a flat 20 percent on Vietnam-sourced income. Tax planning for founders and freelancers is covered in the Vietnam tax guide.

Dividends

• To a foreign corporate shareholder: 0 percent withholding. Vietnam does not tax dividends paid to a corporate investor at source.
• To a non-resident individual: 5 percent PIT withheld at source.

That combination makes Vietnam workable inside a holding structure: profit can go up to a parent in Singapore, the UAE or elsewhere without Vietnamese withholding. Whether it is efficient at the other end depends on your own jurisdiction and any double taxation treaty in force — check both before you build the structure.

Banking and the DICA account

Without a bank account the company does not function: it cannot receive capital, pay salaries or pay rent. This is the step that stalls most often.

What a DICA is

The Direct Investment Capital Account is a dedicated account for foreign capital movements, governed by Circular 06/2019/TT-NHNN. Four things flow through it:

• Charter capital contributed by the foreign investor
• Profit repatriation, meaning dividends sent abroad
• Foreign loans from related parties
• Return of capital on liquidation

The rules: one DICA per company, in the currency stated on the IRC, opened only at a commercial bank licensed for FDI work. Alongside it you need a regular operating account for suppliers, payroll and rent.

Documents

• ERC, original
• IRC, original, if already issued
• Company charter and seal
• Legal representative's passport plus visa or TRC
• Power of attorney if someone else is filing
• Parent company documents with consular legalisation, for corporate investors
• A parent board resolution approving the account opening

Time: 3–7 working days once the file is complete. With a corporate investor, realistically two to three weeks because of legalisation.

Banks that work with foreign-invested companies

Compliance has tightened across the board since 2024, and onboarding questions about source of funds are now standard rather than exceptional. What banks ask foreigners for, and which ones are realistic, is in the Vietnam bank account guide.

Visa and work permit for the director

People plan the company and forget the person running it, then discover the director cannot legally be in the country.

Route 1: e-visa, then a DT investor visa

• Arrive on a 90-day e-visa — $25, online, about five days
• Convert to a DT visa once the company is registered
• The class follows your capital: DT4 from $3,000 gives up to a year, DT3 from $300,000 up to three years, DT2 from $3m up to five

This is the route for founders putting in their own capital.

Route 2: an LD work visa plus a work permit

• Apply for an LD visa through your own company as the employer
• Obtain a work permit, twelve months, renewable
• Convert to a TRC, one to three years

This is the route for directors on a salary rather than a capital contribution. Categories and timings are in the Vietnam visa guide.

Documents for a work permit

• Degree certificate, legalised and translated
• Criminal record check from your country of residence
• Medical certificate from an approved Vietnamese clinic
• Employment contract with your own company
• Company resolution appointing you
• Four 4×6 photographs

If you do not want a company at all and simply work remotely for a foreign employer, look at the digital nomad visa, launched in 2026. It requires no company — and gives no right to trade in Vietnam.

Alternatives to registering an LLC

An LLC is not always the answer. Three alternatives come up regularly.

Buying a shelf company

Dormant LLCs sell for $3,000–8,000. The upside is that the company already has an ERC, an IRC and sometimes a bank account. The downside is that you must run due diligence on debts, tax liabilities and hidden contracts. The transaction takes four to eight weeks and adds $3,000–7,000 in legal fees on top of the purchase price.

Worth it if you need to register urgently — for a tender, say — or need a company with trading history for a licence.

A joint venture

For conditional sectors — advertising, telecoms, outbound tourism — this is the only route. A foreign investor plus a Vietnamese company or individual, with shares by agreement. Upside: access to closed sectors and a local network. Downside: limited control, frequent partner disputes, and a messier exit.

Sole proprietorship

Not available to foreigners in its classic form — that structure is for Vietnamese citizens. If you want a light start without a company, the practical route is a work visa and an employment contract with a local employer. Options for independent workers are in the freelancing in Vietnam guide.

Common mistakes

Ten ways foreign founders lose money here.

1. Wrong VSIC codes on the ERC. Too narrow and you refile for every new activity; too broad and you land in a conditional sector and need licences you did not plan for. Agree the codes with your lawyer before filing.
2. Charter capital set too low for the plan. Declare $5,000 for a restaurant and the licensing department will refuse. The figure has to support the business plan you submitted.
3. Missing the 90-day capital deadline. A fine of $190–760 and a forced reduction. Move the money in the first month after the ERC.
4. Treating ERC-first as permission to trade. You cannot implement the project, add business lines or open locations until the IRC is issued, and the IRC has a twelve-month clock on it.
5. A non-resident legal representative. At least one legal representative must reside in Vietnam. If your director stays abroad, you are hiring a local nominee at $200–400 a month.
6. Ignoring sectoral licences.The ERC is not permission to operate an F&B outlet, a school or a tour company. Trading before the sectoral licence means fines.
7. A virtual address for F&B or retail. Those sectors need real premises. Virtual offices work for IT and consulting only.
8. Moving capital outside the DICA. Some founders wire money to the director personally and then into the company. That does not count: the bank will not issue the contribution confirmation and the capital will not be recognised.
9. English-only corporate documents. The charter and resolutions must exist in Vietnamese with certified translation.
10. Following outdated guidance. Most of what is online still describes IRC-then-ERC. Since March 2026 the sequence can be reversed — with conditions. If your adviser does not know that, find another adviser.

FAQ

Checklist: before and after registration

Before you fly

• Decide the structure (LLC / JSC / RO) and the sector by VSIC code
• Choose the city: Ho Chi Minh City, Hanoi or Da Nang
• Gather founder documents: passport valid 6+ months, criminal record check, degree certificate
• Arrange consular legalisation of corporate documents at a Vietnamese consulate — an apostille alone will not do
• Get certified translations into English and Vietnamese
• Write the business plan in English, five to fifteen pages
• Get quotes from two or three firms and choose one
• Sign the engagement and pay the retainer
• Apply for a 90-day e-visa at evisa.gov.vn
• Book accommodation in your chosen city

First two weeks in Vietnam

• Get a local SIM (Viettel, Mobifone)
• Find and sign the office lease that becomes your registered address
• Sign the power of attorney for your lawyer
• File for the ERC and receive it within three to seven days
• Order the company seal ($30–50)

The following four weeks

• Open the DICA and the operating account
• File for the IRC if it is required
• Tax registration: digital signature, eTax, e-invoicing
• Apply for the work permit if your capital is under VND 3bn
• Pay in the charter capital through the DICA, inside the 90-day window

First 90 days

• Receive the IRC and, if applicable, the work permit
• Obtain the TRC and register your e-ID in VNeID
• Obtain any sectoral licences: F&B, tourism, education
• Set up accounting, in-house or outsourced
• File the first monthly or quarterly returns for VAT and CIT

After six months

• Review the corporate records and tax filings
• Check whether the VSIC codes still cover what you actually do
• Prepare the annual financial statements

Where to track the rules

Regulation moves. These are worth reading regularly:

• Vietnam Briefing (Dezan Shira) — law summaries and free PDF guides
• Acclime Vietnam Guides — practical walk-throughs
• Vietnam Investment Review — FDI news in English
• Duane Morris Vietnam Blog — expert commentary
• PwC Tax Summaries Vietnam — tax rates, kept current

If you are planning a move rather than just a company, the Vietnam relocation guide covers the rest of it: visas, housing, healthcare and schools.

Read next: Vietnam visas · residence cards and TRC · opening a bank account · tax for independent workers

Accurate as of June 2026. The 2025 Investment Law lands in stages and implementing decrees keep arriving through the year — check current sources and your lawyer before you file anything.