Starting a business in Vietnam: your hub for Southeast Asian growth

For the majority of foreign ventures, particularly small and medium sized enterprises (SMEs) and businesses with a single owner, a limited liability company (LLC) is a practical option. Vietnam permits both one-member LLCs and LLCs with two to 50 members. Members are generally liable for the company's obligations only up to the amount of capital they have committed or contributed.

Vietnam generally allows foreign investors to own 100% of businesses in sectors that are not subject to foreign-investment restrictions, including many manufacturing and technology activities. However, certain sectors remain subject to market-access conditions, which may include foreign ownership limits, restrictions on the form or scope of investment, investor qualification requirements or, in some cases, the involvement of a Vietnamese partner. The rules therefore need to be checked against the company's specific activities. Vietnam also reduced the number of conditional business lines in 2026 as part of wider reforms to its investment and business environment.

Foreign-invested businesses may need both an Investment Registration Certificate (IRC), which records the investment project, and an Enterprise Registration Certificate (ERC), which establishes the company. Under Vietnam's new Law on Investment 2025, effective from 1 March 2026, foreign investors can establish the economic organisation before or after completing the IRC procedure, subject to the applicable market-access and investment requirements.

Vietnam's 2026 reforms removed or simplified pre-entry requirements for a number of conditional business activities and increased the use of post-entry supervision. However, businesses must still identify any sector-specific licences, approvals or operating conditions that apply to their activities and remain prepared for regulatory inspections after commencing operations.

The standard corporate income tax rate is 20%, although incentives may be available for qualifying projects, sectors and locations. The standard value-added tax (VAT) rate is 10%, with other rates and exemptions applying depending on the goods or services supplied. Businesses must also comply with Vietnam's electronic invoicing requirements. Since 1 January 2026, the annual business licence fee has also been abolished.

Employers hiring foreign nationals must comply with Vietnam's foreign worker rules, including recruitment and work-permit requirements where applicable. Depending on the individual's role and circumstances, a foreign employee may require a work permit or qualify for an exemption and may also need the appropriate visa or residence documentation. Employers must also assess payroll, labour and compulsory social insurance obligations for both Vietnamese and eligible foreign employees.

Vietnam allows 100% foreign ownership in most sectors. A wholly foreign-owned enterprise (WFOE) is a common choice for investors seeking full control over their operations, intellectual property and strategy. A WFOE is typically organised as a limited liability company (LLC), a flexible structure that protects personal assets from the company's debts and legal liabilities. Because there is no local partner, the foreign investor has sole authority over the company's charter. While offering maximum autonomy, a WFOE must navigate Vietnam's administrative landscape without the benefit of a local partner's existing networks. The appointment of a resident director (locally known as the legal representative) is required. Other directors appointed to the board can be non-resident directors.

A JV is a partnership between at least one foreign investor and one Vietnamese partner. This structure is often a strategic necessity. Certain sectors, such as advertising, tourism and telecommunications, legally require a local partner and often cap foreign ownership. However, JVs are also favoured by companies looking to leverage a local partner's land-use rights, distribution channels and government relations. JVs can be structured as either an LLC or a joint stock company, an entity owned by shareholders who invest capital in exchange for transferable shares. JVs require a carefully drafted joint venture agreement to define dispute resolution and exit strategies.

The representative office is a quick and low-cost way to establish a legal presence in Vietnam, but it is strictly non-commercial. Its role is limited to market research, promoting the parent company's business and acting as a liaison. It is prohibited from generating revenue, signing contracts in its own name or issuing invoices. This is suitable for companies that want to explore the Vietnamese market before committing to a full commercial set-up.

Based on your objectives and operational needs, we can help identify the entity type suited for your business. View our 'at-a-glance' comparison table outlining key information on different company formation options.

Before entering the market: Foreign investors entering Vietnam are governed by the Law on Investment 2025 and the Law on Enterprises 2020, as amended. Foreign ownership is permitted in many activities, but market-access conditions may apply to foreign investors in certain sectors.

In restricted sectors: These can include foreign ownership limits, restrictions on investment forms, additional approvals or other sector-specific requirements in areas such as telecommunications, logistics, education, banking, insurance, securities, media and certain transport services. Licensing requirements depend on the proposed business activities, with foreign-invested projects potentially requiring an IRC and an ERC.

When structuring the investment: The proposed business activities influence the available entity structure, foreign-investment conditions and licensing requirements, while the investor's jurisdiction and tax residence may also be relevant when assessing treaty benefits.

Where incentives are available: Investment incentives, free trade agreements and DTAs should be considered where the relevant eligibility requirements are met, alongside any sector-specific licensing requirements.

For overseas personnel: Work permits, investor visas and temporary residence requirements should be reviewed early where foreign management or technical personnel will be based in Vietnam.

During implementation: Misalignment between registered activities, actual operations, ownership arrangements and treaty positions can result in approval delays, additional tax exposure or licensing risk.

Investors from the United Kingdom (UK) typically approach Vietnam as a manufacturing, consumer market and services platform, with activity supported by the UK-Vietnam Free Trade Agreement (UKVFTA), the UK's membership of CPTPP and continued bilateral economic cooperation through the UK-Vietnam Joint Economic and Trade Committee.

Cooperation between the two countries has also covered areas including pharmaceuticals, agriculture, renewable energy, financial services and the development of Vietnam's International Financial Centre in Ho Chi Minh City and Da Nang. BritCham Vietnam provides a business network for UK companies entering or expanding in the market.

The UKVFTA and CPTPP can provide tariff, market-access benefits and rules-of-origin benefits, while the UK-Vietnam DTA may be relevant to the treatment of dividends, interest and royalties and to permanent establishment considerations.

Entry approach: Ho Chi Minh City and Hanoi suit UK financial services, healthcare, consumer brands and advisory firms seeking commercial depth and private-sector networks. Da Nang supports technology services and activity linked to the development of Vietnam's International Financial Centre. Hai Phong in the north, alongside the former Binh Duong area and Dong Nai in the south, support manufacturing, logistics and export-led operations linked to regional ports and industrial parks.

Investors from major European economies typically view Vietnam as a production, sourcing and growth-market location for sectors including machinery, pharmaceuticals, clean energy, agri-food, logistics and premium consumer goods. The EU-Vietnam Free Trade Agreement (EVFTA) supports trade and market-access between the two economies. Vietnam is now the EU's largest trading partner for goods within ASEAN, with EU-Vietnam trade in goods reaching €76 billion in 2025. EuroCham Vietnam and the Delegation of the European Union to Vietnam also support engagement on trade, investment and the wider business environment.

The EVFTA contains commitments relating to tariffs, market-access, intellectual property protection and regulatory transparency. The EU-Vietnam Investment Protection Agreement (EVIPA) is intended to provide a framework for investment protection but, as of 2026, has not yet entered into force pending completion of the required ratification process.

Entry approach: Ho Chi Minh City is commonly considered for consumer, healthcare, logistics and services investors seeking commercial market-access. Hanoi suits government-facing infrastructure, energy and regulated-sector engagement. Hai Phong and Bac Ninh support industrial manufacturers serving electronics, machinery and export supply chains in northern Vietnam.

ASEAN investors may enter Vietnam to build regional supply chains, serve a growing consumer base and connect operations across Singapore, Thailand, Malaysia, Indonesia and the wider Mekong region. Vietnam's role within the ASEAN Economic Community supports intra-regional trade, manufacturing and distribution, while regional companies use Vietnam for food processing, retail, logistics, industrial components and digital services. The Second Protocol to Amend the ASEAN Trade in Goods Agreement (ATIGA), signed in October 2025, is intended to further support trade facilitation, supply-chain connectivity and more modern rules for intra-ASEAN goods trade.

The ASEAN Trade in Goods Agreement is the core framework for intra-ASEAN goods trade, with tariffs on around 98.86% of ASEAN products fully eliminated as of 2025; RCEP may also support wider regional cumulation and supply-chain planning.

Entry approach: Ho Chi Minh City works for ASEAN retail, fintech, professional services and regional sales activities. The former Binh Duong area and Dong Nai support manufacturing and distribution across southern Vietnam. Hai Phong suits ASEAN logistics and manufacturing investors connecting Vietnam with North Asian and intra-ASEAN shipping lanes.

Investors from the Mainland of China typically use Vietnam for China+1 manufacturing, electronics assembly, textiles, components and export diversification, with support networks such as the China Business Association Ho Chi Minh City Branch helping Chinese-funded enterprises navigate investment and trade activity in Vietnam. Hong Kong investors approach Vietnam through trading, logistics, finance, sourcing and regional headquarters structures, supported by the Hong Kong Business Association Vietnam and the Hong Kong Trade Development Council (HKTDC)'s wider ASEAN business network.

Investors from the Mainland of China may assess the ASEAN-China Free Trade Area and RCEP for tariff treatment, rules of origin and regional supply-chain structuring. Hong Kong investors can consider the ASEAN-Hong Kong, China Free Trade Agreement (AHKFTA) and ASEAN-Hong Kong, China Investment Agreement (AHKIA) when assessing regional trade and investment arrangements. The First Protocol to Amend the AHKFTA updates product-specific rules of origin and is intended to support more flexible use of the agreement for qualifying goods.

Entry approach: Bac Ninh, Hai Phong and Quang Ninh suit Chinese Mainland manufacturers seeking northern supplier connectivity, industrial land and port access. Ho Chi Minh City suits Hong Kong trading, finance, professional services and sourcing operations. The former Binh Duong area and Dong Nai support southern manufacturing and distribution for both Chinese Mainland producers and Hong Kong-led trading or procurement structures.

Companies from the United States (US) may use Vietnam for supply-chain diversification, electronics production, consumer goods, technology services and sourcing operations. The US remained Vietnam's largest export market in 2025, accounting for more than 30% of Vietnamese goods exports during the year. AmCham Vietnam and AmCham Hanoi provide channels for policy dialogue as companies monitor tariff, transhipment, digital trade and services developments under the evolving US–Vietnam trade framework.

The US and Vietnam do not have a comprehensive FTA or bilateral income tax treaty currently in force. Investors therefore need to consider the 2001 US-Vietnam Bilateral Trade Agreement, WTO commitments, Vietnam's domestic investment and tax rules and the evolving 2025 US–Vietnam reciprocal trade framework, as applicable.

Entry approach: Ho Chi Minh City suits US technology, consumer, healthcare and professional services companies. Bac Ninh and Hai Phong support electronics, components and export manufacturing close to northern supply chains. The former Binh Duong area offers industrial-park capacity for manufacturers seeking southern logistics access and proximity to Ho Chi Minh City.

Investors from the United Arab Emirates (UAE) and wider Gulf Cooperation Council (GCC) region typically use Vietnam as a platform for food security investments, manufacturing partnerships, logistics, renewable energy and consumer-market expansion. The UAE has emerged as Vietnam's principal Gulf trade partner, while businesses from Saudi Arabia, Qatar, Kuwait and Bahrain continue to explore opportunities linked to infrastructure, industrial development, agri-food and supply-chain diversification. The Vietnam-UAE Comprehensive Economic Partnership Agreement (CEPA), which entered into force on 3 February 2026, supports Vietnam's role as a commercial gateway into ASEAN for Gulf-based businesses.

UAE investors may benefit from the Vietnam-UAE CEPA, which enhances market access across goods, services, digital trade and investment facilitation. For investors from other GCC states, no equivalent GCC-Vietnam free trade agreement is currently in force, so market entry is generally structured through applicable bilateral investment agreements, DTAs where available, WTO commitments and domestic Vietnamese investment regulations.

Entry approach: Ho Chi Minh City suits GCC investors targeting financial services, consumer sectors, trading operations and regional headquarters functions. Hai Phong and the former Ba Ria–Vung Tau area support logistics, industrial projects, energy supply chains and maritime-linked investment. The Mekong Delta supports agribusiness, food processing and food-security strategies linked to long-term Gulf import demand.

Starting your company in Vietnam involves a range of costs that vary based on your chosen entity, industry and location. While Vietnam has removed its annual business license fee, the dual-licensing process involving the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) still applies, together with other post-incorporation requirements.

To help you plan effectively, we can provide transparent and detailed cost breakdowns tailored to your specific circumstances.

• Registration and licensing fees: Vietnam company registration involves government fees for the IRC and ERC. These are relatively low, but the complexity of the dossier often requires professional support. Specialised sub-licences for retail, education or healthcare can also incur additional costs.

• Charter capital: While most sectors do not have a legal minimum, the Ministry of Planning and Investment expects a realistic capital contribution. This will depend on several factors, including whether the business will trade with residents, the proposed activities, the location of incorporation and whether there are plans to hire foreign nationals.

• Work permits and visas: Costs associated with applying for work permits and temporary residence cards for expatriate employees.

• Office space rental: You must have a physical or virtual office address to register.

• Mandatory auditing and accounting: All foreign-invested enterprises in Vietnam must undergo an annual statutory audit by an independent Vietnamese auditing firm.

• Professional fees: Costs for legal counsel and business set-up consultants to handle the multi-step investment project approval and consular legalisation of foreign documents.

• Other potential costs: These include company seal carving, digital signatures in the form of Universal Serial Bus (USB) tokens for tax filing and the mandatory public announcement of your company's establishment.

At Hawksford, our process is customised to your specific needs to ensure a smooth, efficient and compliant business set-up in Vietnam. Our expert team can guide you through each stage and minimise potential delays.

We usually begin with a comprehensive consultation to understand your business objectives, operational requirements and long-term goals. This will allow us to follow up with information on the appropriate legal structure, location and licensing requirements for your business.

Based on the initial consultation, we can develop a strategic set-up plan, outlining the approach for establishing your business. This includes advising on company formation and registration in Vietnam, corporate structuring and any specific legal considerations relevant to your industry and activities.

Our team can then assist with the preparation and processing of the required documentation, verifying accuracy and compliance with Vietnam's regulations. This includes drafting legal documents, completing application forms and obtaining the necessary approvals from relevant government authorities.

We have the experience and expertise to manage the full process of Vietnam company registration, from the IRC needed to approve your project to the ERC that formally establishes your legal entity. Our team can liaise with the Department of Planning and Investment (DPI) and relevant ministerial authorities to secure name approval and ensure your business is registered correctly.

Whenever required, we can assist with the application and processing of employment visas for you and your employees, managing the documentation and liaising with the Vietnam Immigration Department and Ministry of Labour, Invalids and Social Affairs (MOLISA).

We can help open a corporate bank account in Vietnam, providing guidance on the required documentation and liaising with banks to facilitate the process. Through our broad client base and network of partners, we maintain trusted relationships with banks.

We offer support in finding commercial office space or a professional office address, registering the address with the Department of Planning and Investment (DPI) and maintaining compliance, including record-keeping and notifying relevant authorities of changes.

The time involved in incorporating a company in Vietnam can vary based on factors such as the chosen business structure, the scope of activities, the applicable approvals and the speed of document handling by the authorities.

Our team can work closely with you throughout the set-up process and provide realistic durations for each stage. This can help you plan effectively and coordinate your internal planning with the expected timeline.

• Chosen legal structure: Your choice of legal structure can affect how long the process takes.

• Complexity of business activities: Business activities that require special approvals from specific government entities may take longer to process.

• Efficiency of document processing: The efficiency with which documents are submitted and processed by the relevant authorities can also play a role.

When starting your company in Vietnam, we apply a structured approach, supported by experience, to help the process progress smoothly. Our team can provide clear guidance on the next steps and save you time. We can also work with you to ensure all documentation is accurate, complete and submitted correctly, reducing the risk of delays caused by errors or omissions.

• Initial planning and document preparation: 1 week

• Company registration and licensing: 1 to 3 months or longer, depending on the province where registration is being sought and the activities of the proposed entity

• Visa processing: Typically 5 to 7 days for an eVisa and 10 to 20 working days for a Temporary Residence Card (TRC)

• Bank account opening: 2 to 4 weeks

When your focus is on getting up and running in Vietnam, clear visibility of the set-up process makes a difference. We can keep you updated throughout, in line with these estimated timeframes, so you can organise your next steps with more certainty.

Vietnamese companies are required to maintain statutory records throughout their life cycle and keep them available at their registered office, head office or other legally designated record-keeping location in accordance with the Law on Enterprises 2020. Corporate records should accurately reflect ownership, management and governance activities and be updated whenever relevant corporate events occur.

• Shareholder or member records and beneficial ownership information, as applicable

• Records of legal representatives, directors and company managers, as applicable

• Registered office details

• Company charter and other constitutional documents

• Board, members' council or shareholder resolutions and meeting minutes, as applicable

In addition to maintaining statutory records, companies must comply with event-driven filing obligations through the National Enterprise Registration Information System and the relevant provincial business registration authority.

Changes to registered information, such as the legal representative, registered office, charter capital, members or shareholders, may require registration or notification within prescribed statutory deadlines. The applicable filing requirement and timeframe depend on the type of company and the nature of the change.

Vietnamese businesses must maintain accounting books and supporting documentation in accordance with the Law on Accounting 2015 and applicable Vietnamese accounting requirements. Some companies may also prepare International Financial Reporting Standards (IFRS)-based reporting for group or other reporting purposes while continuing to meet Vietnam's statutory accounting requirements.

Financial statements must be prepared annually, and annual statutory audits are generally required for foreign-invested enterprises, as well as public-interest entities and other businesses falling within prescribed audit requirements. Companies must also retain accounting records, invoices and supporting documents for the applicable statutory periods and comply with Vietnam's electronic invoicing requirements.

• Corporate income tax (CIT): The standard corporate income tax rate is 20%, although lower rates or incentives may apply to qualifying businesses and projects. Companies generally make provisional CIT payments during the year and submit an annual CIT finalisation return through Vietnam's electronic tax system in accordance with the applicable tax administration rules.

• Value-added tax (VAT): The standard VAT rate is 10%, with other rates and exemptions applying depending on the goods or services supplied. VAT returns are filed monthly or quarterly, depending on the applicable filing requirements, through Vietnam's electronic tax system.

• Payroll reporting: Employers must withhold and report personal income tax (PIT) on employment income, including annual PIT finalisation filings where applicable.

• Withholding tax: Foreign Contractor Tax (FCT) obligations may arise where Vietnamese companies make certain payments to overseas suppliers or service providers, potentially involving VAT and corporate income tax withholding depending on the transaction and applicable tax method.

• Social contributions: Employers must register eligible employees with the relevant social security authorities and make compulsory social insurance, health insurance and unemployment insurance contributions where applicable. The contribution requirements differ between Vietnamese and foreign employees, so eligibility should be assessed according to the individual's employment status and applicable social insurance rules.

Vietnamese companies are subject to recurring regulatory reporting throughout the year. Obligations commonly include annual financial statements, annual corporate income tax finalisation filings, VAT declarations, personal income tax reporting and social insurance submissions through the eTax Portal and Vietnam Social Security electronic systems.

Foreign-invested enterprises may also be required to submit periodic investment reporting through the National Investment Information System. Sector-specific businesses may have additional licence renewal, operational reporting or regulatory notification requirements, depending on the industry and supervising authority.

Corporate registration updates and statutory amendments are generally processed through the National Enterprise Registration Information System and the relevant provincial business registration authorities.

Maintaining robust governance procedures, timely compliance practices and accurate regulatory reporting can help reduce compliance risk and support business operations in Vietnam.