Expanding into Southeast Asia through company incorporation in Vietnam offers a compelling opportunity for international entrepreneurs, startups, and growth-driven enterprises.The country’s strategic location, cost-effective workforce, and pro-investment environment make it one of the region’s most attractive destinations for doing business.
Vietnam provides access to a rapidly growing domestic market and over a dozen active free trade agreements, strengthening its position as a regional hub.At the same time, investors must navigate a detailed incorporation process that includes legal documentation, regulatory approvals, and tax compliance.
This comprehensive guide explores the key requirements, procedures, and options available for businesses ready to enter Vietnam's vibrant economy.Let’s walk through each step of the process to help you establish your presence with clarity and confidence.
Fast facts about doing business in Vietnam
Key economic indicators
Vietnam is one of the fastest-growing economies in Asia, with an average annual Gross Domestic Product (GDP) growth rate of around 6–7% over the past decade. Its economy is driven by strong manufacturing, export, and services sectors, and supported by a growing middle class and expanding consumer market. With a population of nearly 100 million, Vietnam offers both a large domestic market and a competitive labor force, making it ideal for a wide range of industries.
Vietnam is one of the fastest-growing economies in Asia, with an average annual Gross Domestic Product (GDP) growth rate of around 6–7% over the past decade. Its economy is driven by strong manufacturing, export, and services sectors, and supported by a growing middle class and expanding consumer market. With a population of nearly 100 million, Vietnam offers both a large domestic market and a competitive labor force, making it ideal for a wide range of industries.
Tax and legal environment
Vietnam maintains a corporate income tax rate of 20%, with potential incentives for businesses in high-tech, renewable energy, and export-oriented sectors. Foreign-owned companies must also register for Value Added Tax (VAT), typically set at 10%, and comply with monthly and annual tax filings. The legal framework supports foreign direct investment, although documentation, licensing, and compliance can be complex without local guidance. Most legal procedures require official translations, certified documents, and coordination with multiple government agencies.
Vietnam maintains a corporate income tax rate of 20%, with potential incentives for businesses in high-tech, renewable energy, and export-oriented sectors. Foreign-owned companies must also register for Value Added Tax (VAT), typically set at 10%, and comply with monthly and annual tax filings. The legal framework supports foreign direct investment, although documentation, licensing, and compliance can be complex without local guidance. Most legal procedures require official translations, certified documents, and coordination with multiple government agencies.
Why Vietnam is a top destination for incorporation
Vietnam combines economic dynamism, political stability, and favorable investment conditions to create a highly appealing business environment.
Foreign investors can benefit from full ownership in most sectors, with minimal capital requirements and access to major Asian markets.The government continues to improve transparency and simplify procedures, making new company registration in Vietnam increasingly efficient and accessible.
Fast-growing economy and manufacturing hub of Southeast Asia
Vietnam has become a preferred alternative to China for manufacturing, offering lower labor costs, skilled workers, and strategic infrastructure.
Key export sectors include electronics, textiles, footwear, furniture, and automotive components.Major industrial parks and economic zones across the country offer customs advantages, tax breaks, and simplified logistics, making Vietnam an ideal base for regional operations.
Extensive trade agreements and pro-investment policies
Vietnam is a signatory to over 15 free trade agreements, including the CPTPP, EVFTA, and RCEP, giving companies access to reduced tariffs and broader market reach.These agreements enhance the value of private limited company registration in Vietnam by increasing global competitiveness.The country’s ongoing reforms reflect a strong commitment to economic liberalization and private sector growth, backed by clear incentives for foreign businesses entering priority sectors.
6 key advantages of incorporating in Vietnam
Vietnam allows 100% foreign ownership for a wide range of industries, especially in manufacturing, technology, services, and trading.This makes company registration in Vietnam highly attractive for investors looking to maintain full control over their operations.
In sectors with restrictions, flexible joint venture options are available, allowing strategic local partnerships when needed.
With more than 15 active free trade agreements (FTAs), Vietnam offers preferential access to key markets across Asia, Europe, and the Americas.
These agreements reduce tariffs and improve export conditions for businesses based in Vietnam.
Strategically located in the heart of Southeast Asia, Vietnam also provides easy access to fast-growing regional economies and global supply chains.
Vietnam offers lower labor costs, affordable infrastructure, and reasonable lease rates compared to other major Asian economies.This makes it especially appealing for startups and SMEs seeking cost-efficiency without compromising growth potential.
Overheads such as salaries, utilities, and professional services remain manageable, allowing businesses to scale sustainably.
Vietnam’s government has introduced numerous pro-investment policies, including tax incentives, streamlined procedures, and special economic zones.Foreign-invested enterprises may benefit from tax holidays, reduced corporate tax rates, and import duty exemptions in qualified sectors.
These policies demonstrate a clear national strategy to attract and retain foreign capital and talent.
Vietnam continues to invest in transport, energy, and digital infrastructure, boosting the efficiency of both domestic and international business operations.Modern ports, highways, industrial parks, and high-speed internet support scalable logistics and reliable communication.
This infrastructure foundation is essential for businesses planning online company registration in Vietnam and managing digital operations.
With over 50% of its population under the age of 35, Vietnam offers a young, adaptable, and increasingly skilled labor pool.The workforce is known for its productivity, technical capabilities, and eagerness to engage with global business practices.
This talent base supports sectors such as manufacturing, IT, professional services, and R&D, enhancing the country’s long-term competitiveness, particularly for innovative ventures and Tech Startups.
6 common challenges for foreign founders
Vietnam’s legal environment involves multiple layers of approvals, especially for foreign-owned businesses.
Understanding which licenses apply, and in what order, is key to avoiding delays and compliance risks.
Without proper guidance, the business incorporation process in Vietnam can become time-consuming and unclear.
While Vietnam permits full foreign ownership in many industries, others require joint ventures or special permits.Sectors like education, fintech, logistics, and media may impose limits or involve additional licensing steps.
Determining your eligibility early is crucial for structuring your company correctly from the beginning.
Incorporation requires several official documents in Vietnamese, including the company charter, investment application, and tax filings.Foreign documents must often be legalized, translated, and notarized, which adds time and complexity.
Clear communication and proper legal translations are essential to ensure accuracy and acceptance by authorities.
Investors must meet the capital contribution timeline, typically within 90 days of incorporation.This requires opening a direct investment capital account at a licensed Vietnamese bank and transferring funds properly.
Delays in capital contribution can affect tax registration and even result in penalties or license revocation.
After company registration, founders must handle a number of post-licensing requirements, including tax ID registration, social security enrollment, and labor declarations.Missing any of these steps may result in operational disruptions or fines.
Having a reliable local advisor helps ensure nothing is overlooked during setup or scaling.
Vietnamese business culture values hierarchy, formality, and relationship-building, which may differ from Western norms.Delays, conservative decision-making, or indirect communication may be frustrating without cultural context.
Understanding these local dynamics helps foreign founders build trust and operate more effectively within the local business environment.
Banking in Vietnam: what to expect
Opening a business bank
account
To open a corporate bank account in Vietnam, your company must first obtain the necessary business licenses.This includes both the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).
Most banks require in-person appointments, and all documents must be in Vietnamese or officially translated.Some banks may request proof of capital contribution and details on the company’s legal representative.
Foreign Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) needed
Both the IRC and ERC serve as proof of your legal right to operate and invest in Vietnam.They are prerequisites for opening corporate bank accounts and for conducting any official financial transactions.Banks may also ask for lease agreements, director IDs, and notarized company charters, depending on their internal procedures.
Taxation and compliance requirements
Vietnam imposes a corporate income tax (CIT) of 20% on business profits.Companies must also register for Value Added Tax (VAT), which is generally set at 10%, and pay Personal Income Tax (PIT) on employee salaries.Depending on business type, some companies may also face withholding tax and additional sector-specific obligations.
Monthly, quarterly, and annual filings with General Department of Taxation
Tax compliance requires routine filings with the General Department of Taxation, including monthly VAT, quarterly CIT estimates, and annual returns.Late or incorrect filings may result in financial penalties or inspection by tax authorities.Proper bookkeeping, audit preparation, and the use of licensed accountants are essential for long-term compliance.
Company registration timeline
Ministry of Planning and Investment (MPI) and local authorities
The process of incorporating a company in Vietnam involves coordination with the Ministry of Planning and Investment (MPI) and various local authorities.These bodies handle business licensing, regulatory compliance, and post-registration procedures.
Depending on your industry, you may also need approval from specialized government agencies before starting operations.
Typical duration: 3–5
weeks
The full company registration timeline in Vietnam typically ranges from 3 to 5 weeks, assuming no delays in documentation or approvals.Complex business models, special permits, or incomplete paperwork can extend this timeframe.
Advance planning and professional assistance help streamline the process and avoid unnecessary delays.
Step-by-step: how to incorporate a company in Vietnam
Most foreign investors choose a Limited Liability Company (LLC) due to its simple governance, flexible structure, and eligibility for 100% foreign ownership.This structure is widely accepted and suitable for a broad range of business activities.
The IRC grants foreign investors the right to establish a business in Vietnam.To apply, you must submit an investment proposal, financial statements, and supporting documentation identifying shareholders and intended business activities.
The ERC officially registers your company and serves as its legal and tax identity.You’ll need to prepare the company charter, list of shareholders or members, board appointments, and legal representative details.
After receiving your ERC, you must create and register your official company seal.This seal is used to sign contracts and legal documents and must be filed with the national business registry system.
Once registered, your company must open a corporate bank account and transfer the registered charter capital.This capital must be deposited within 90 days and will fund your business’s initial operations.
Your company must apply for a tax code with the local tax authority.If you employ staff, register for social insurance and complete labor declarations according to Vietnamese labor law.
Some industries require additional licenses or permits, such as education, logistics, healthcare, or fintech.You must obtain these approvals before conducting any regulated business activities.
Vietnamese business culture & practices
Relationship-driven, formal, and respectful of hierarchy
Business in Vietnam is highly relationship-oriented, with success often built on mutual respect and long-term connections.Professional interactions tend to be formal and hierarchical, especially in initial meetings or government dealings.
Understanding titles, seniority, and decision-making chains is essential when negotiating or forming partnerships in the local context.
Emphasis on local partnerships, trust-building, and legal accuracy
Establishing trust is key, Vietnamese counterparts prefer to do business with those who demonstrate patience, consistency, and cultural sensitivity.It’s common for negotiations to evolve slowly, as partners evaluate intentions and reliability.
Attention to detail in documentation is also critical, as legal accuracy and proper filings are valued by both private and public stakeholders.
How C2Z Advisory can help you succeed in Vietnam
Investment licensing, company setup, and legal compliance
With our expertise and on-the-ground support, we guide clients through every step of the business incorporation process in Vietnam.From securing your Investment Registration Certificate (IRC) to navigating local authority approvals, we ensure a smooth start.We also support ongoing legal compliance, helping you meet all regulatory obligations from day one.
Banking, visa support, and long-term business advisory
Our team assists with corporate bank account setup, capital transfers, and aligning your financial structure with Vietnamese regulations.We also provide full support with investor visas, work permits, and temporary residence cards for foreign directors and staff.Beyond incorporation, we deliver strategic guidance for your expansion, drawing on our global footprint and worldwide operations to support your long-term growth.
Frequently asked questions
Yes, in most sectors.Vietnam permits 100% foreign ownership for a wide range of industries, including manufacturing, IT, trading, and services.Some sectors may still require joint ventures or additional approvals, depending on the activity and location.
The steps to register a company in Vietnam include selecting a legal structure, applying for the Investment Registration Certificate (IRC), then obtaining the Enterprise Registration Certificate (ERC).Post-registration steps include seal registration, tax code setup, and capital contribution.
Additional permits may be needed depending on your business sector.
The typical timeline for new company registration in Vietnam is 3 to 5 weeks, assuming all documents are correctly prepared.Complex sectors, missing paperwork, or consular legalization requirements may cause delays.With the right guidance, the process can remain efficient and predictable.
Businesses are subject to a corporate income tax of 20%, a Value Added Tax (VAT) of 10%, and personal income tax for employees.Monthly, quarterly, and annual filings must be submitted to the tax authorities.
Depending on the nature of the business, withholding tax or business license tax may also apply.
Not necessarily.You don’t need a local partner to start a business in most industries, but you do need a legal representative with a residential address in Vietnam.
This can be a foreign national or a Vietnamese citizen, as long as residency conditions are met.