Vietnam

Company Formation in Vietnam

Q: Can a foreigner own 100% of an enterprise in Vietnam?

Yes. Under the Law on Investment and Vietnam's WTO commitments, foreigners can own 100% of companies in manufacturing, IT, software development, consulting, wholesale, and many service sectors. Certain sectors like transportation, tourism, and advertising may require a local joint venture partner.

Q: What is the difference between IRC and ERC?

Foreign investors must obtain two key certificates: first, the Investment Registration Certificate (IRC) which approves the investment project; second, the Enterprise Registration Certificate (ERC) which officially creates the legal company and issues its tax code.

Q: Is there a minimum paid-up capital requirement in Vietnam?

Vietnamese law does not specify a general minimum capital requirement for most sectors. However, the Department of Planning and Investment evaluates whether the proposed capital is realistic for the planned business scope. For consulting or IT, USD 10,000–25,000 is common; for manufacturing or trading, USD 50,000–100,000+ is typically expected.

Vietnam

Formation Time

3–5 weeks

Min. Capital

No statutory minimum (USD 10,000–50,000 recommended)

Corporate Tax

20% (preferential 10–17% in priority zones)

Foreign Ownership

100%

Overview

Vietnam is one of Asia's fastest-growing manufacturing and technology export hubs, benefiting from China+1 supply chain diversification and 16 active Free Trade Agreements (including CPTPP, EVFTA, and RCEP). A Wholly Foreign-Owned Enterprise (WFOE / LLC) allows 100% foreign ownership in most commercial and manufacturing sectors. Standard corporate income tax is 20%, but companies investing in hi-tech sectors, industrial zones, or disadvantaged socio-economic areas can qualify for preferential rates of 10% for up to 15 years, with up to 4 years of 100% tax holidays followed by 9 years at 50% reduction. With 80 double tax treaties and a young, competitive workforce of over 50 million people, Vietnam is a powerhouse for electronics, software, textiles, and green energy investments.

Top China+1 destination

100% foreign ownership

20% standard tax (10% incentives)

16 FTAs including EVFTA

Young 50M+ workforce

Why Choose Vietnam

China+1 diversification leader with rapid GDP growth

100% foreign ownership permitted in most business lines

20% standard CIT with generous incentives (10% rate + up to 4-year tax holidays)

16 active FTAs including EVFTA, CPTPP, and UKVFTA

Young, literate, and cost-effective workforce of 50M+

Strategic Pacific Rim location bordering China

Industrial zones offering plug-and-play factory and warehouse infrastructure

80 comprehensive double taxation avoidance agreements

Business Entity Types

Entity	Ownership	Directors	Capital	Tax	Best For
Single-Member LLC	100%	1 legal representative (must reside in VN)	No statutory min (industry-specific)	20% standard CIT; preferential 10% in priority sectors	Wholly owned foreign subsidiaries, solo investors, tech studios
Multi-Member LLC	100% (or JV structure)	1+ legal representatives	No statutory min	20% standard CIT	Joint ventures, partnerships with strategic co-founders
Joint Stock Company (JSC)	100% (unless sector-capped)	Management board (at least 3)	No general min (required for public listing)	20% standard CIT	Large-scale ventures, institutional fundraising, future IPO
Branch Office	100%	1 branch chief in Vietnam	None	20% on Vietnam-sourced income	Foreign enterprises operating in trade, banking, or legal services

Step-by-Step Formation Process

Investment Registration Certificate (IRC)

2–3 weeks

Submit project dossier to Department of Planning and Investment (DPI) or Industrial Zone Authority.

Enterprise Registration Certificate (ERC)

3–5 business days

Apply for corporate registration with the Business Registration Office to obtain company code and tax ID.

Seal Carving & Publication

1–2 days

Carve corporate seal and publish incorporation notice on National Business Registration Portal.

Direct Investment Capital Account (DICA)

1–2 weeks

Open capital bank account in Vietnam and inject registered charter capital within 90 days.

Sub-Licences & Tax Setup

1–3 weeks

Obtain sub-licences (trading licence, retail licence if applicable), register e-invoices, and pay business licence tax.

Costs & Fees

Government / License Fee	VND 1,000,000+
Our Service Fee	USD 3,500+
Annual Renewal	USD 2,200+

Fees are indicative and may vary based on business activity, entity type, and additional approvals required. Contact us for a precise custom quote.

Get Custom Quote

Banking

Foreign-invested enterprises in Vietnam must open both a Direct Investment Capital Account (DICA) for capital contributions and dividends, and a standard operating account (VND and foreign currencies). International banks like HSBC, Standard Chartered, and Shinhan Bank offer strong support for foreign investors.

Account Opening Time

1–2 weeks

Multi-Currency

Yes — multiple currencies supported

Recommended Banks

HSBC VietnamStandard Chartered VietnamShinhan Bank VietnamVietcombankTechcombankBIDV

Tax Overview

Corporate Tax

20% standard; 10% or 17% preferential rates in encouraged sectors/regions

Personal Income Tax

5% to 35% progressive for residents; flat 20% for non-residents

VAT / Sales Tax

10% standard; 5% for essential goods/services; 0% for exported goods and software

Capital Gains Tax

20% for corporate transfers; 0.1% of transfer value for share transfers by individuals

Withholding Tax

0% on dividends to foreign corporate shareholders; 5% on interest; 10% on royalties

Double Tax Treaties

80 countries

Tax holidays: up to 4 years of 100% CIT exemption followed by 50% discount for up to 9 subsequent years for high-tech, environmental, and software R&D projects.

Visa & Residency

Investor Visa (DT1–DT4)

1 to 5 years (DT1 for VND 100B+, DT4 for <VND 3B)

Allows multi-entry and temporary residence card (TRC) eligibility

Work Permit & LD Visa

Up to 2 years, renewable

For foreign experts, managers, and specialized technicians

Temporary Residence Card (TRC)

2 to 5 years

Replaces visa for investors and work permit holders, allowing unlimited entries

Family visa: AvailableProcessing: 3–6 weeks

Frequently Asked Questions

Can a foreigner own 100% of an enterprise in Vietnam?

Yes. Under the Law on Investment and Vietnam's WTO commitments, foreigners can own 100% of companies in manufacturing, IT, software development, consulting, wholesale, and many service sectors. Certain sectors like transportation, tourism, and advertising may require a local joint venture partner.

What is the difference between IRC and ERC?

Foreign investors must obtain two key certificates: first, the Investment Registration Certificate (IRC) which approves the investment project; second, the Enterprise Registration Certificate (ERC) which officially creates the legal company and issues its tax code.

Is there a minimum paid-up capital requirement in Vietnam?

Vietnamese law does not specify a general minimum capital requirement for most sectors. However, the Department of Planning and Investment evaluates whether the proposed capital is realistic for the planned business scope. For consulting or IT, USD 10,000–25,000 is common; for manufacturing or trading, USD 50,000–100,000+ is typically expected.