Guidance to Establish Representative Office in Vietnam

To establish representative office in Vietnam, the foreign traders have to follow the procedures as guided by the Commercial Law in Vietnam and the related decrees providing instructions of the law.

Establish Representative Office in Vietnam

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Note on Setting up a Representative Office in Vietnam

Setting up a representative office in Vietnam is considered one of the simplest forms of investment in Vietnam for foreigners.

Setting up a Representative Office in Vietnam under Vietnam Laws

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12 Strategic Reasons to Set Up a Representative Office in Vietnam Now

The strategy to set up a representative office in Vietnam has become an increasingly popular one for foreign businesses looking to expand their presence in Southeast Asia. Vietnam’s dynamic economy, strategic location, and welcoming investment climate make it an attractive destination for international enterprises. The following explores the strategic reasons to set up a representative office in Vietnam, considering the current context of encouraging quality investment projects, and highlights the benefits and processes involved.

Strategic Reasons to Set Up a Representative Office in Vietnam

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Requirements for Opening a Bank Account in Vietnam: A Comprehensive Guide

Opening a bank account in Vietnam for foreigners is somewhat more complicated in terms of conditions and documents. 

Navigating the financial landscape in Vietnam can be a challenge, especially for foreigners and businesses unfamiliar with the local banking system.

Understanding the requirements for opening a bank account in Vietnam is crucial for anyone looking to establish a financial foothold in the country. Whether you are an expatriate planning to live in Vietnam, a foreign investor, or a business entity, this guide provides essential insights into the process of opening a bank account in Vietnam.

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Why and How to Start a Business in Vietnam: 5 Strategic Steps

New Direction and Why Starting a Business in Vietnam Looks Different Today

From 2026, Vietnam is no longer positioning itself solely as a cost efficient manufacturing destination. Increasingly, policy signals point toward a more technology driven, digitally regulated, and compliance conscious economy.

Foreign investors today encounter a different operating environment than even a few years ago. Projects involving technology, digital services, data processing, logistics platforms, fin-tech, e-commerce, and cross-border services now receive closer regulatory monitoring.  This is not to restrict investment, but to ensure alignment with national development priorities and risk controls.

Further, Vietnam’s business environment is evolving rapidly as the government digitalizes administrative processes, enhances foreign investment facilitation, and streamlines business licensing through platforms like the National Business Registration Portal. The investors must balance strategic planning and legal compliance when they establish businesses in Vietnam, rather than relying solely on procedural checklists.

This shift matters for anyone planning to start a business in Vietnam.

Business models that once relied on informal flexibility are now expected to demonstrate clearer structure, licensing readiness, and compliance capacity from the outset.

Why and How to Start a Business in Vietnam: 5 Strategic Steps

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5 Conditions to Establish Branch Office in Vietnam as Foreign Traders

Establish Branch Office in Vietnam under Commercial Law

The Commercial Law regulates conditions to establish branch office in Vietnam.

The Decree also stipulates the conditions for foreign traders to be granted licenses to establish branch office in Vietnam.

Conditions to Establish Branch Office in Vietnam

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How to Set up a Joint-Stock Company in Vietnam?

 Joint-stock company is a type of enterprise recognized by Vietnam law, besides other types being limited liability company, partnership and private enterprise. A joint-stock company has legal status from the date of issuance of the Certificate of Business Registration by Vietnam authority. It is not suitable for all investors to set up a joint-stock company in Vietnam. Therefore, it is important to consult with corporate lawyers in Vietnam to learn the advantage of different forms of companies to be set up in Vietnam for the efficient management and purpose of the owner.

Joint-stock Company Can Issue Shares

According to the definition of the Law on Enterprises, a joint-stock company is an enterprise whose charter capital is divided into equal parts called shares. Shareholders of a joint-stock company can be organizations or individuals, and the minimum number of shareholders of the company is 03 people.

There is no limit on the maximum number of shareholders, so it will be convenient for the company when it wishes to expand its business on a larger scale. In addition, shareholders will only be liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise.

This is an advantage of this type of business because the level of risk that shareholders have to bear. In particular, joint-stock companies have the right to issue shares, bonds and other securities to raise capital, which is a feature that other types of businesses do not have.

Procedure to Set up a Joint-stock Company in Vietnam

The business owner can submit by himself or authorize another individual/organization or a law firm in Vietnam to submit a set of documents to the Business Registration Office where the head office is intended, including:

1.An application for enterprise registration;

2.The company’s charter;

3.List of founding shareholders and list of shareholders being foreign investors;

4.Copies of the following papers:

a) Legal papers of the individual for the legal representative of the enterprise;

b) Personal legal papers for company members, founding shareholders, shareholders being foreign investors who are individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on appointment of authorized representatives.

For members and shareholders being foreign organizations, copies of legal papers of the organization must be notarized and consularly legalized in Vietnam;

c) Investment registration certificate, in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other legal documents; implementation manual.

How Long It Takes to Set up a Joint-stock Company in Vietnam?

The processing time will be 03 working days from the date the Business Registration Office receives the valid application. 

Source ANT Lawyers: How to Set up a Joint-Stock Company in Vietnam?

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Quick Tips for Foreigners to Set up Company in Vietnam and Comply?

Feel Challenging to Set up Company in Vietnam?

For a foreigner to a country like Vietnam which opportunities avail for business, it is attempting to create a business to operate and snatch the chance. But after the first eagerness feeling of potential business to generate, after settling in, the entrepreneur might wonder, how difficult it is to set up company in Vietnam or how challenging the business environment in Vietnam for operating and doing business when dealing with administrative procedures from registering investment, setting up the company, complying with periodical reporting and tax declarations… If you are reading this and feeling so, you are not alone. 

Set up Company in Vietnam for Foreigners

As a place with a favorable geographical position and plentiful labor resources, and growing consumer market, Vietnam is increasingly developing strongly, becoming a country attracting global investment among Southeast Asia countries. In order to carry out effective investment activities, foreign investors need to undertake research about the policies, investment incentives, legal requirements as well as the process and procedures for establishing a business in Vietnam. This will provide some quick tips for the fundamental considerations that international investors should consider if they have any ideas to chose Vietnam to make investment.

Investment to Set up Company in Vietnam is Encouraged

An individual with foreign nationality or an organization established under foreign law could register investment and conduct business activities in Vietnam. Foreign investors are permitted to engage in any legal business, however, there are some specific industries that investors must meet the required conditions to be able to register investment. Some few areas that foreign investors are not permitted to conduct business in Vietnam for the reason for national security or state monopoly.

What License is Required to Set up Company in Vietnam?

According to Vietnam law, an investor whom wishes to establish a company in Vietnam must obtain an investment registration certificate from an authorization agency.

The normal time limit for issuance of the Investment Registration Certificate (IRC) will be 15 days from the date of submission of valid dossier for an investment project. But it is important to build in the time for preparing the proper documents i.e. application, financial report, bank balance, personal documents and many of such documents require apostille, or notarization and legalization and translation into Vietnamese before being submitted.

Vietnam law does not require a minimum capital to set up a business, except for conditional investment or business lines. But investors are obliged to contribute capital according to the schedule stated in the IRC and that the government authority has the right to request the investor to explain the business plan to their satisfaction based on the proposed investment capital.

In case the investor cannot contribute enough capital according to the committed time limit, the competent authority may apply sanctions, including revocation of the IRC or the investor has to adjust the IRC to reflect the actual contribution of investment. Once having the IRC, the investor then request to obtain Enterprise Registration Certificate (IRC) which takes 5 days from the date of submission of valid dossier for business establishment to complete the business setting up process.

After Licensing, What to Do to Comply?

Now, after have a business set up in Vietnam, the enterprise starts to conduct business i.e. sign contract to lease space officially, hire people, enter into business transactions to buy and sell services or products. 

To make it legally bound, the documents needs to be signed and sealed.  Then the question is how to have a seal?  Back in the past, it was more challenging to have the seal made for an enterprise after being established because it was managed by the Public Security authority.

There has been a discussion between legislators and business experts about totally removing the seal being stamped on the legal documents in Vietnam because the signature of the legal representative is most important. Over the time, the once strict law governing the seal issuance has been loosen up. But in Vietnam the seal is still very important that together with the legal representative signature it show the official notice i.e. a decision by the legal representative of the business to terminate a labour contract; or an obvious approval of an entity to a transaction it enters to hire a construction company for building a factory. 

Depending on the terms in the company’s charter, the investor has the right to make more than one seal to use. The enterprise must send a notice to the business registration office where its head office is located for publication on the National Business Registration Portal before using, altering, destroying, or changing the number of seals. The seal can be used starting on the day the notification process has been finished and the seal sample has been uploaded on the National Business Registration Portal for verification purpose.

Remember to Declare and Pay Taxes in Vietnam

During the operation of the business after being started, the investor needs to pay attention to tax obligations, which is very important in most jurisdictions except in tax heaven countries. But Vietnam is not on the exemption list. Every company needs to submit tax declaration. Every year, the business will need to pay a number of different taxes and fees such as license fees (based on registered charter capital); Corporate Income Tax (CIT) when the company makes profit; declare and pay Value Added Tax (VAT) for sold goods or services, on behalf of individual declare and pay Personal Income Tax (PIT), or in some cases export tax and import tax, tax on lands.

Remember to Submit Mandatory Reports in Vietnam

In addition, foreign investor also needs to fully comply with the investment project reporting regime in accordance with the law. These reports will be made periodically (monthly, quarterly or annually) on such contents as: implemented investment capital, business investment results, information on labor, employed foreign workers, reports on environmental protection… Complying with the implementation of tax payment obligations and periodically reporting to ensure timely implementation as prescribed will help the company avoid unnecessary risks such as administrative sanctions, business suspension, penalties that could impact the business.

Source ANT Lawyers: Quick Tips for Foreigners to Set up Company in Vietnam and Comply?

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Establish Company in Vietnam: What 8 Steps Guide to Follow?

When foreign investors invest in Vietnam, they could establish company in Vietnam. Foreign investors have the right to choose the appropriate forms of enterprise such as a limited liability company, joint stock company, etc.

What important step by step guide to establish company in vietnam?

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What 10 Questions to Ask Before Setting up Company in Vietnam?

Foreigners are encouraged to make investment in Vietnam through direct investment by setting up company in Vietnam.

Vietnam presents a compelling opportunity for investors looking to establish a company and tap into its burgeoning market. With a dynamic economy, strategic geographical location, and a favorable business climate, Vietnam offers a wealth of advantages that make it an attractive investment destination.

As investors contemplate their next venture, the following questions provide essential insights into the process of setting up a company in Vietnam, ensuring a smooth and successful establishment within the country’s vibrant business landscape.

Before Setting Up Company in Vietnam, Ask Yourself the Following 10 Questions:

1. Which business should I invest in Vietnam?

2. What should I name the business in Vietnam?

3. Where should I register the address of the business in Vietnam?

4. What is the legal structure of the company?

5. How much capital is required for setting up a company in Vietnam?

6. Whom will be legal representative and work permit in Vietnam?

7. How long does it take to set-up a company in Vietnam?

8. Whom will be granting the investment license in Vietnam?

9. What are the tax liability in Vietnam?

10. What are mandatory reports submissions requirement in Vietnam?

Which Business Should I Invest in Vietnam?

There are non-conditional investment areas and conditional investment areas.

Establishing company in the non-conditional investment areas are more simple than in conditional investment areas. Investment in IT services, manufacturing, management consulting, business promotion are a few samples of non-conditional investment areas. Example of conditional investment areas are real estate, trading, travel agencies, freight forwarding… which are more complicated with investment conditions.

Investment conditions might also be changed over the time depending on the WTO commitments which Vietnam enters.

What Should I Name the Business in Vietnam?

The company in Vietnam has to have Vietnamese name, and English name. The company could also have abbreviated name. The name of the company in Vietnam indicates the structure of the company, the business lines, and the name that differentiate against other businesses. For instance, the company could be named Alpha consulting limited liability company.

Where Should I Register The Address of the Business In Vietnam?

Not every address could be used to register a company. The address has to be an address of a house with leasing agreement or office building which owner has license to operate as office building.

What is the Legal Structure of the Company?

Depending on the number of investor contributing capital, company could be set-up as one member limited liability company or two ore more member limited liability company or joint stocks company.

How Much Capital is Required for Setting Up Company in Vietnam?

The investment amount depends on the business plan and is subject to the approval of the provincial Department of Planning and Investment evaluating application dossier. In some business areas like real estate, banking and finance, minimum capital is required.

In general for non-conditional investment area, the law does not specify the minimum capital to establish a company in Vietnam however the State agencies that evaluate investment plan could reject the investment project which are not feasible. Bank statement in foreign banks could be used to prove sufficient fund of investment capital.

Whom Will Be Legal Representative and Work Permit in Vietnam?

The investor will need to appoint the legal representative in Vietnam to oversee the business performance and take legal responsibility in Vietnam.

If the legal representative is an expatriate, whom is a capital contributing member or owner of a limited liability company or a member of the Board of Management of a shareholding company which is registered to operate in Vietnam, he or she will be exempted from work permit in Vietnam. Otherwise, he or she will need to have a work permit to work in Vietnam legally. The work permit holder would then apply for temporary residence card to live in Vietnam as long as the work permit allows.

How Long Does It Take to Set-Up A Company in Vietnam?

It depends on what type, scale, and whether or not conditions are required.

For a simple minimum capital without conditions to set-up, it would take 30 working days.

For setting up company in Vietnam in conditional investment areas i.e.  trading company, time would be lengthen due to the involvement of a number of State agencies approving the investment project and it would take 60 working days.

For setting up company in Vietnam in other investments in areas requiring conditions to meet, time might be taken depending on the type of conditions and the government agencies evaluating the conditions of investment.

Whom Will Be Granting the Investment License in Vietnam?

For most of the investment projects, the provincial state agencies with the approval of the Department of Planning and Investment (DPI) will be granting the Investment Certificate in Vietnam. However, depending on the type, scale, and whether or not conditions are required, other Vietnam State agencies might be involved.

For the case of trading company, ministry of trade and commerce, ministry of finance, provincial people’s committee will be reviewing the investment application dossier as well.

What are The Tax Liability in Vietnam?

Major taxes in Vietnam are corporate income tax, import and export tax, value added tax, and personal income tax in Vietnam.

In some special areas, there are other taxes. The corporate income tax is currently at 22% and will reduce to 20% beginning 2016.

Export is mostly encouraged as such the export tax is 0 however there are special cases when export tax is larger than 0.

Import tax varies according to tariff.

Value added tax is mostly at 10% however in some cases, VAT could be 5% or 0%.

Personal Income tax varies according to income level and is applicable from VND 9,000,000 above.

What are Mandatory Reports Submissions Requirement in Vietnam?

Companies are required to keep accounting books, prepare and submit tax reports on monthly, quarterly and annually.

Foreign companies are also required to have financial audit taken before the financial year end.

The financial year in Vietnam is from January to December and the deadline to submit financial report is March 30th for the previous year. Other reports are required to be submitted at other State agencies.

How a Law Firm in Vietnam Could Help Setting Up Company in Vietnam?

As Vietnam continues to experience rapid economic growth and embraces market-oriented reforms, it emerges as a prime location for foreign investors setting up company in Vietnam. With a diverse range of investment areas, straightforward registration processes, and a supportive legal framework, Vietnam provides ample opportunities for success.

By carefully considering the crucial factors outlined in this essay, such as business selection, legal requirements, capital investment, and taxation, investors can navigate the intricacies of setting up company in Vietnam with confidence. Moreover, the country’s commitment to attracting foreign investment, coupled with its strategic regional position and favorable trade agreements, positions Vietnam as a gateway to the flourishing markets of Southeast Asia.

Investing in Vietnam can unlock immense potential, enabling investors to thrive in a dynamic and promising business environment.

Source ANT Lawyers: What 10 Questions to Ask Before Setting up Company in Vietnam?

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