Company Formation Services in Vietnam

Setting up a company in Vietnam runs on three parallel tracks: market-access clearance for the foreign investor, enterprise registration with the Business Registration Office, and the compliance set-up that starts the moment the enterprise registration certificate (ERC) is issued. A Chau handles all three in one engagement, in English, with a written quote before any work starts.

Most straightforward limited liability companies are registered in three working days from a complete file. Projects that need an Investment Registration Certificate, a conditional sector licence, or a sub-licence (food safety, logistics, education, construction) take longer — the licence is the critical path, not the company registration.

What the incorporation package includes

• Pre-registration advice — entity type, charter capital, shareholder structure, legal representative, registered address, and the VSIC codes that match your revenue model. Getting the codes wrong is the most common reason a company cannot issue the invoice its first customer needs.
• Sector and market-access screening — for foreign shareholders, a check against Vietnam’s WTO commitments and the restricted-sector list under the Law on Investment before the name is filed, so you do not discover a licence condition after incorporation.
• Dossier preparation and filing — application form, charter, member or shareholder register, legal representative appointment, head-office lease file, and notarised passport copies consolidated to Vietnamese practice.
• Follow-up with the licensing authority — responses to requests for clarification, and re-filing where the authority raises an objection, at no extra service fee.
• Seal, publication and digital signature — company seal, publication of the enterprise registration content, and the digital signature used for tax and e-invoicing.
• E-invoice set-up — registration of the e-invoice account and templates with the tax authority under Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC, which apply from 1 July 2026.
• Handover pack — ERC, charter, seal, tax code, e-invoice credentials, bank details, and a filing calendar for the first twelve months.
• Thirty days of post-incorporation support — questions on invoices, contracts, payroll and licences while the company finds its feet.

Which entity fits your case

What changes for foreign-invested companies

A Vietnamese shareholder registering a trading company files one dossier. A foreign shareholder files that dossier plus a market-access test, and in many sectors an Investment Registration Certificate as well. Three points decide the timeline and the cost:

• Market access. Vietnam schedules its commitments by sector. Trading and distribution, logistics, education, healthcare, tourism and advertising carry conditions on foreign ownership, legal form, or an additional licence. The check happens before registration, not after.
• Investment Registration Certificate. Required for projects outside the sectors where foreign investors are simply treated as domestic, and mandatory for projects with investment policy approval. The IRC records the project objectives, capital, location and duration; the ERC then establishes the company that implements it.
• Capital mechanics. Charter capital must be contributed within 90 days of the ERC. Money from abroad has to arrive into the investment capital account of the company, correctly labelled, so that later profit repatriation and capital reduction are clean.

Documents you will need

• Passport or, for a corporate shareholder, the company’s incorporation documents, legalised and translated into Vietnamese.
• Head-office lease agreement with the landlord’s ownership documents and, where relevant, the landlord’s business registration.
• Charter of the new company, prepared by us and signed by the members or shareholders.
• Legal representative appointment and consent.
• Charter capital figure and the contribution schedule.
• For FDI projects: investor profile, audited financial statements of the foreign parent, and the project description used for market-access screening.
• Sector licences where the activity is conditional; the company registration can be completed first, but trading cannot start without the licence.

How the process runs

1. Scoping call (day 0). Ownership, activity, capital, address, and whether an IRC is needed.
2. Written scope and quote (within 24 hours). Service fee separate from statutory fees and disbursements.
3. Name and market-access check (days 1–3). Two or three candidate names retained, restricted-sector position confirmed in writing.
4. Dossier signed and filed. Filing is electronic on the national business registration system.
5. ERC issued (three working days from a complete file). Tax code issued at the same time.
6. Seal, publication, digital signature, e-invoice (days 3–10). The company becomes able to invoice.
7. Bank accounts, capital account, labour and insurance registrations.
8. Handover and first accounting period. Books opened, opening balances agreed, filing calendar issued.

The first thirty days after incorporation

• Confirm the tax registration and the accounting regime the company will apply — Circular 133/2016/TT-BTC or, for smaller entities, Circular 99/2025/TT-BTC.
• Register e-invoices before the first sale. Issuing an invoice before registration, or with the wrong template, creates a correction exercise that is far more expensive than the registration itself.
• Declare and pay the annual business licence fee for the first year.
• Register employees for social, health and unemployment insurance, and file the labour usage report.
• Agree the VAT cycle with your accountant — monthly or quarterly depends on prior-year revenue thresholds — and put the deadlines in a calendar: VAT and PIT declarations by the 20th of the following month, provisional CIT quarterly, annual CIT and PIT finalisation by the last day of the third month after year-end, and financial statements within 90 days.
• Set invoice authorisation and payment approval limits before the first supplier is paid, not after.

What usually goes wrong

• VSIC codes too narrow. The company registers one activity and then cannot invoice the actual work without a change of registration.
• Charter capital set too high. It raises the annual licence fee, implies a 90-day contribution obligation, and complicates later reduction.
• Head-office lease that cannot be registered. Residential addresses, sub-leases without consent, and buildings without the right use permit stall the filing.
• Market access assumed. Foreign ownership is checked on the sector list, not on what a competitor registered years ago.
• Noise on the legal representative. A representative who is not resident in Vietnam must authorise someone who is; otherwise administrative filings are missed.

How the fee is calculated

The service fee depends on the entity type, the number of registered activities, whether there is a foreign investor, whether an Investment Registration Certificate is required, and the post-licence items you choose. We send a written quote within 24 hours that separates our fee from statutory fees and disbursements, and we do not add items after the fact. Where the licensing authority asks for clarification or a re-filing, that work is included.

Legal basis

• Law on Enterprises No. 59/2020/QH14 — legal forms, registration procedure and publication obligations.
• Decree 01/2021/ND-CP — business registration, dossier content and the enterprise registration certificate.
• Law on Investment No. 61/2020/QH14 and Decree 31/2021/ND-CP — market-access conditions and investment registration.
• Law on Tax Administration No. 108/2025/QH15 (in force from 1 July 2026) — tax registration and filing obligations from the date the tax code is issued.
• Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC — e-invoices and electronic documents, effective 1 July 2026.
• Law on Accounting No. 88/2015/QH13 — the accounting organisation of a newly formed company.

Reviewed October 2026. Confirm the current text before relying on a specific threshold; we are happy to check your case.

Frequently asked questions

How long does company formation in Vietnam take?

Three working days for the enterprise registration certificate once the file is complete. Adding the seal, publication, digital signature and e-invoice registration, a straightforward limited liability company is operational in one to two weeks. An Investment Registration Certificate or a conditional sector licence extends that to four to eight weeks.

Can a foreigner own 100% of a Vietnamese company?

In most sectors, yes. Trading and distribution, logistics, education, healthcare and a defined list of conditional sectors restrict foreign ownership in whole or in part. The check is done against the sector schedule before the company is registered.

How much capital do I need?

There is no general minimum for a limited liability company, except where the activity requires legal capital (banking, insurance, real estate brokerage, employment services and others). The practical minimum is the amount that funds the first twelve months of operation and satisfies the licensing authority that the project is viable.

Do I have to be in Vietnam to sign?

No. Documents can be signed abroad and legalised, with a power of attorney for filing. The legal representative can be a foreign national; if they do not reside in Vietnam, a resident authorised person should be appointed for administrative filings.

Can you open the bank account and register the e-invoice?

We prepare the file and coordinate with the bank and the tax authority. Account opening requires the legal representative or an authorised signatory in person at most banks; we schedule it and brief them on the documents.

What does it cost to keep the company compliant afterwards?

Accounting, tax filing and the annual licence fee. Our full-service accounting engagement starts from VND 500,000 per month for a company with no transactions yet, and from VND 1,000,000 per month for a newly formed company with fewer than ten invoices.

Related services

• Full-service accounting in Vietnam — bookkeeping, VAT, PIT, CIT and annual statements
• Tax consulting service — tax strategy, incentives and inspection support
• Accounting staff outsourcing — chief accountant and accounting team on demand
• Corporate tax finalisation — annual CIT and PIT finalisation
• Guide: company setup and business licensing for foreign investors

Talk to our incorporation team: 0776 112 333 (English and Vietnamese).

Request a quote for your incorporation

Leave your details below and an English-speaking adviser will come back within four working hours, Monday to Friday, 08:00–17:30 Vietnam time, with a written scope and fee. Initial scoping is free.