Navigating Vietnam’s Company Formation Requirements
Foreign investors looking to start a business in Vietnam must follow a series of legal steps that can take from a few weeks to several months, depending on the structure they choose.
Key stages of the company setup process in Vietnam
The first step is determining whether a pre‑investment approval is required. Mega projects such as airports, casinos, or infrastructure in sensitive zones must obtain clearance from competent Vietnamese authorities before any registration begins. Most investors, however, can move straight to applying for an Investment Registration Certificate (IRC), which confirms the right to invest in the country.
To secure an IRC, the applicant must submit a detailed project proposal, financial statements or a bank statement showing sufficient capital, and supporting documents like lease agreements and incorporation certificates. The review period typically ranges from 15 to 45 working days, but it may extend if the sector falls outside WTO regulations.
After the IRC is granted, the next milestone is the Enterprise Registration Certificate (ERC). The ERC doubles as the tax identification number for the new entity. Applicants must provide a list of board members (for joint‑stock companies or multi‑member limited liability companies), authorized representatives, and notarized, legalized copies of foreign passports. The ERC process takes roughly a week, plus two additional days for the printed, sealed version.
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Once both certificates are in hand, companies must complete post‑licensing tasks such as paying business license taxes, registering company seals, and opening bank accounts. Certain industries—banking, telecommunications, education, and others—also need sector‑specific permits before they can commence operations.
New digital identity requirements coming in 2025
Starting July 1, 2025, Vietnam will require every business to use a corporate electronic identification (e‑ID) for online administrative procedures. The change follows Decree No. 69/2024/ND‑CP, which phases out existing corporate accounts on the National Public Service Portal by June 30, 2025. Companies will need a Level 2 personal e‑ID for the legal representative applying for the corporate e‑ID. Applications can be filed through the VNeID mobile app or in person using Form TK02.
Verification of the e‑ID will involve cross‑checking data against national and sectoral databases. If all information matches, approval is expected within three working days; otherwise, the process may stretch to 15 days. The issued e‑ID must be activated within a week, or the company will have to undergo re‑verification.
Foreign‑only legal representatives could face practical hurdles because Level 2 e‑IDs currently demand in‑person registration. The Ministry of Public Security is expected to issue further guidance, but businesses are already advised to start preparing early to avoid service disruptions after the June 2025 deadline.
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Compliance is essential.
While the digital shift promises smoother access to government services, it also adds a layer of compliance that smaller firms must manage alongside traditional licensing steps.
Overall, the timeline for setting up a 100 % foreign‑owned enterprise (FIE) ranges from two to four months, whereas a representative office can be established in roughly half that time but is limited in the activities it may conduct.
