Establishing a Business in Vietnam: A Practical Guide for Foreign Investors
This guide has been developed based on practical, real-world experience supporting foreign investors through market entry, licensing, and ongoing operations. It is designed not as a theoretical overview, but as a working reference for investors looking to establish a compliant and operationally sound presence in Vietnam.
Why This Guide?
A common misconception is that company incorporation in Vietnam is simply a matter of registering a legal entity. In reality, the process is far more nuanced. Investors must navigate the interaction between the Law on Investment and the Law on Enterprises, determine the appropriate corporate structure, and ensure that their intended business activities align with Vietnam’s “business lines” framework. As highlighted in the guide, companies are only permitted to operate within registered business lines, and these can be subject to foreign ownership restrictions or additional licensing requirements.
The publication outlines the key entity types available to foreign investors, including Limited Liability Companies and Joint Stock Companies, and explains the practical differences between them. While the LLC remains the most commonly used structure, the guide emphasises that the choice of entity should be driven by future strategy, including capital raising, investor entry, and exit considerations.
Importantly, the guide also reflects recent regulatory developments. Under the updated Law on Investment (effective March 2026), foreign investors may establish a company prior to completing the Investment Registration Certificate (IRC), with a 12-month window to finalise the investment approval process. This represents a meaningful shift in approach, but also introduces additional considerations around sequencing and compliance.
Beyond incorporation, one of the most critical areas for foreign investors is post-establishment compliance. As detailed in the checklist within the publication (see page 9), obligations arise immediately following the issuance of the Enterprise Registration Certificate (ERC), including capital contribution requirements, bank account structuring (particularly the Direct Investment Capital Account), tax registrations, and the appointment of key personnel such as the Chief Accountant and Legal Representative.
Errors in early-stage structuring (particularly around capital flows, ownership, or licensing) can create significant issues later, especially when investors seek to repatriate profits, restructure ownership, or exit the market.
The guide also addresses a key strategic consideration often overlooked at the outset: structuring for the future. As outlined in the later sections (pages 10–11), investors should consider whether a direct Vietnam structure is appropriate, or whether an offshore holding structure may provide greater flexibility for capital management, shareholder arrangements, and exit planning.
Ultimately, Vietnam remains one of the most compelling markets in Southeast Asia. However, success is not driven by market entry alone, but by getting the structure, compliance, and execution right from day one.
This publication is intended to provide clarity on that process.
For investors considering Vietnam, or those already operating in the market and seeking to refine their structure, we encourage you to download and review the full guide.
For tailored advice on market entry, structuring, compliance or expansion strategy, please contact our Vietnam team at: vietnam@alitium.com
This guide is intended as a general overview only and does not constitute legal or tax advice. Outcomes, procedures and requirements vary depending on specific circumstances, contractual structures, and regulatory interpretation. Investors should seek professional advice before relying on this information.
