How to register a company in Vietnam?

When you are registering a company in Vietnam, there are some essential points to note, specifically for foreign investors. Below is a professional overview of the process, tailored to those considering business incorporation in Vietnam:

1. Choose the Right Business Structure

Vietnam offers several types of legal entities. The most common are:

• Limited Liability Company (LLC) – Ideal for small-to-medium enterprises.
• Joint Stock Company (JSC) – Suitable for larger enterprises with multiple shareholders.
• Representative Office – Allows for market research but not commercial activities.
• Branch Office – Available in specific regulated sectors (e.g., banking, insurance, law) and subject to strict licensing requirements..

For foreign investors, an LLC with 100% foreign ownership or a joint venture with a Vietnamese partner is common.

2. Reserve the Company Name

• The name must be unique and not infringe on existing trademarks. You should verify name availability via the National Business Registration Portal before proceeding.
• It must be in Latin script and comply with naming regulations.

3. Prepare the Required Documents

The documentation varies depending on the business structure and foreign ownership but typically includes:

• Investment Registration Certificate (IRC) – for foreign-invested enterprises.
• Enterprise Registration Certificate (ERC) – for the legal existence of the company.
• Charter of the company (similar to Articles of Association).
• Personal documents of investors (passport, business license, financial capacity proof).
• Lease agreement for the company’s registered office in Vietnam.

4. Apply for the Investment Registration Certificate (IRC)

Foreign investors are required to complete and submit it to the Department of Planning and Investment (DPI). It will take 10 to 15 working days if all the docs are right.

Note: IRC is required for foreign-invested enterprises unless the ownership or project falls within exceptions under Decree 31/2021/NĐ-CP.

5. Apply for the Enterprise Registration Certificate (ERC)

Once you have the IRC, you can apply for the ERC, which legally establishes your business. Processing time is about 5–7 working days.

6. Post-Registration Compliance

After receiving the ERC, you must:

• Make a company seal and register it with the business registration office.
• Register the tax code and obtain an e-invoice system.
• Open a corporate bank account in Vietnam.
• Contribute charter capital within 90 days from the ERC issuance.
• Register for social insurance (if hiring employees).
• Apply for business licenses (if your business is in conditional sectors like travel, education, logistics, etc.).