Country：越南 · Entity Incorporation
Vietnam · Entity Incorporation
Vietnam company setup centres on two certificates — the Investment Registration Certificate (IRC) + Enterprise Registration Certificate (ERC). Manufacturing also needs an investment-policy decision. A legal representative is required (may be foreign but must reside in Vietnam). Capital must be contributed per the committed schedule.
Key points
- Two-certificate system: IRC (by DPI) + ERC (by National Business Registration Portal, NSO).
- Legal representative: at least one, may be foreign but must reside in Vietnam (local representative commonly arranged).
- Registered capital: no uniform minimum, but must match business scale and committed timeline; manufacturing must be fully funded.
- Foreign investors apply online via the National Investment Portal (NSO).
- Capital contribution: per committed schedule (part within 90 days, rest per licence).
Procedure
- Investment policy decision (if applicable, per Investment Law appendix).
- Apply for IRC.
- Apply for ERC and engrave the company seal.
- Tax registration, seal filing, bank account opening.
- Labour contract & social insurance registration, invoice issuance.
Hard requirements
- Legal representative (may be foreign, must reside).
- Registered address (industrial park or office).
- Investment capital committed to be contributed.
Costs
Low government fees; industrial-park and agency/legal fees are the main cost.⏱ ⏱ Timeline：IRC and ERC typically 1–3 months (manufacturing longer, incl. EIA).⚠ Common risks
- Failure to contribute capital → licence revoked.
- Legal representative absent from country → compliance interruption.
- Inconsistent two-certificate info → later amendment cost.
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Foreign investors (incl. Chinese) establishing a LLC (Công ty TNHH) or JSC (Công ty CP) in Vietnam; manufacturing additionally requires an investment-policy decision and EIA. Excludes branches and representative offices.
Prerequisites
- Sector access confirmed against the Investment Law appendix (encouraged/conditional/prohibited — see qualification).
- Investment capital scale and contribution schedule planned (manufacturing must fully fund per licence).
- Registered address (industrial park/office) secured.
- Legal representative determined (may be foreign but must reside in Vietnam; local representative commonly arranged).
- If held by a China parent: domestic ODI filing completed (see odi) before outbound capital injection.
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | Investment policy decision (if applicable) If the sector requires a decision per the Investment Law appendix (telecom, aviation, oil & gas, gaming, etc.), apply to the competent authority (National Assembly/Prime Minister/provincial) first; most encouraged manufacturing does not. | Investor + Vietnam law firm | 1–3 months | Legal/agency fee separate | Investment Policy Decision | Conditional-access sectors must attach proof of condition satisfaction at IRC filing Penalty：Investing without decision stalls project and blocks IRC |
| 2 | Apply for IRC Via the National Investment Portal (dautunuocngoai.gov.vn) submit the IRC application to the investment registration authority (DPI) with investment plan, access-condition proof, legal-rep documents. | Investor / CSP | 1–2 months (longer with EIA for manufacturing) | Low gov fee; agency/legal fee dominant | IRC Application | IRC is the foreign-investment permission base; obtain before ERC Penalty：False info or missing access proof causes rejection and delay |
| 3 | Apply for ERC and engrave seal After IRC, apply for ERC via the National Business Registration Portal (NSO / dangkykinhdoanh.gov.vn); after issuance, engrave the company seal (legally effective in Vietnam, must be filed). | Investor / CSP | 1–2 weeks | Low gov fee | ERC Application | ERC is the legal-entity identity; together with IRC forms the 'two certificates' Penalty：Operating without ERC is illegal; fined and ordered to cease |
| 4 | Capital remittance and verification Open a Capital Investment Account (CIT) to receive capital; contribute registered capital per ERC/IRC schedule (part within 90 days, rest per licence). | Company + authorised bank (e.g. Vietcombank / BIDV) | Part within 90 days; rest per licence | Cross-border remittance fee | CIT opening + capital verification | Capital must come from compliant channel (ODI registered) Penalty：Failure to contribute can lead to licence revocation |
| 5 | Tax registration and invoices Complete tax registration alongside ERC; apply for electronic invoices (hóa đơn điện tử); standard VAT rate 10%. | Company / accountant | Alongside registration | Low fee | Tax registration & e-invoice registration | Above thresholds must register VAT and CIT Penalty：No invoice or no tax filing → fine |
| 6 | Labour contract, social insurance, foreign work permit Local employees need labour contracts and compulsory social insurance; dispatched foreigners need a work permit first (see employment, Decree 219/2025). | Company / HR | 1–2 weeks (foreign work permit separate) | Social insurance & work-permit fee | Labour contract, social-insurance & work-permit registration | Foreigners working without a permit are fined and deported Penalty：Hiring without contract, insurance or permit is penalised |
| 7 | Ongoing compliance Annual financial reporting and CIT filing, IRC/ERC change filings, maintain minimum investment capital, seal and address change filings. | Company / CSP | Ongoing (annual focus) | Annual review & accounting fee | Annual financial report & CIT filing | Manufacturing must retain EIA and labour ledgers Penalty：Late filing or capital withdrawal → fine up to licence revocation |
✅ Self-check list
⚠ Common pitfalls
Capital not contributed → licence revoked影响：ERC/IRC revoked for missing committed capital.规避：Remit per schedule and retain bank slips; match capital to business scale, avoid unrealistically high amounts.
Legal representative absent → compliance break影响：Must reside in Vietnam; absence breaks signing/service of process.规避：Arrange a resident representative or clear local authorisation; ensure legal documents receivable.
Two-certificate info mismatch → amendment cost影响：IRC/ERC info (name/address/capital) inconsistent; changes need dual filing, stacked fees.规避：Keep base info consistent at application; amend in sync.
Wrong sector (prohibited/restricted)影响：Project stalled, upfront spend lost.规避：Cross-check Investment Law appendix and qualification dimension first.
Seal not filed影响：Contract validity and service of process affected.规避：File seal with police after engraving; use e-invoices compliantly.
Outbound injection without ODI影响：SAFE deems violation, affects profit repatriation.规避：China parent completes NDRC/MOFCOM/SAFE ODI first (see odi) before injecting.
📅 Ongoing post-incorporation obligations
- Contribute capital fully per schedule; retain evidence.
- Annual financial filing (CIT 20% / VAT 10%).
- IRC/ERC changes filed in dual sync.
- Maintain minimum investment capital and EIA duties (manufacturing).
- Seal, address and representative changes filed.
- Foreign work permits renewed on schedule (max 2 years).
🔗 Official portals
📎 Source：https://dangkykinhdoanh.gov.vn ; https://www.mpi.gov.vn
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