Starting a Company in Vietnam: LLC, JV, or Rep Office

Foreigners can own businesses in Vietnam outright in most sectors. The country is open to inward investment and the process is well-documented, but the paperwork is heavy and you genuinely need a local service provider unless you speak fluent Vietnamese and enjoy administrative law.

The three structures

Pick FOC unless your sector is on the negative list or you genuinely need a Vietnamese partner for licensing reasons.

Capital requirements

There is no hard statutory minimum for most sectors, but DPI (Department of Planning and Investment) wants to see "charter capital" appropriate to the business plan. In practice:

• Services / consulting: $10,000–30,000
• Trading / distribution: $50,000+
• Manufacturing: $100,000+
• Real estate, education, healthcare: case by case, often $300,000+

You must transfer the charter capital into the company's capital account within 90 days of getting the Enterprise Registration Certificate. This is real money you actually move in.

The process

1. Investment Registration Certificate (IRC) — DPI approval that you, the foreign investor, can invest. 15–20 working days.
2. Enterprise Registration Certificate (ERC) — actually creates the legal entity. 5–7 working days.
3. Seal carving and registration — every company has an official seal.
4. Tax code, e-invoice software, social-insurance registration — within 30 days.
5. Capital contribution — wire your charter capital into the company bank account within 90 days.
6. Sub-licences — F&B needs food-safety; education needs MOET; etc.

End-to-end, expect 50–70 days for a clean services LLC. Sectors needing sub-licences run 4–6 months.

What service providers charge

You will pay between $1,800 and $4,500 for incorporation through a reputable provider. Cheaper firms exist but the documents come back with errors that DPI will reject, costing you weeks. Big names: ACSV Legal, Dezan Shira, Tilleke & Gibbins for the high end; Emerhub, BBCIncorp, Premia TNC for mid-tier; lots of small Vietnamese firms in the $1,500 range.

Monthly accounting/tax outsourcing costs $200–800/mo depending on transaction volume. Do not try to DIY tax filings; e-invoice rules, VAT, PIT withholding and social insurance are non-trivial and the penalties are real.

Director and registered address

You need a legal representative resident in Vietnam (can be you, with a TRC) and a registered office that is not residential. Coworking spaces like Toong, Dreamplex and CirCO offer registered-address packages from $80–200/mo.

Banking

Open a capital account at a foreign-friendly bank: HSBC, Standard Chartered, Shinhan or Vietcombank. The capital account is the only one allowed to receive the initial charter-capital wire. After that you open an operating current account.

Honest take

A simple FOC services company is achievable and gets you a clear path to a TRC. It is overkill if all you want is to invoice some foreign clients while living here on a cycled e-visa; for that, see the freelancing page. Set up an LLC when you have real Vietnamese revenue, local staff, or a need to hold property/contracts in a Vietnamese entity. Otherwise the compliance overhead is more than it is worth.

Related

• Work permit deep dive
• Payroll and social insurance
• Vietnam tax as foreigner
• Temporary Residence Card

Summary

Starting a 100% foreign-owned limited company (FOC) in Vietnam is legal and increasingly common, but it requires navigating two government approvals, capital evidence, and ongoing compliance obligations that most expats choose to outsource. The process takes 50–70 days for a clean services business, longer for regulated sectors, and costs $1,800–$4,500 upfront plus $200–$800/month in accounting. You'll need a local registered office and legal representative; a TRC qualifies as the latter, but many foreign founders hire a compliance partner instead.

Process at a glance

1. Investment Registration Certificate (IRC) — DPI approves you as a foreign investor (15–20 working days).
2. Enterprise Registration Certificate (ERC) — officially creates the legal entity (5–7 working days).
3. Seal carving — every company gets an official statutory seal.
4. Tax, e-invoice, social-insurance registration — completed within 30 days of ERC.
5. Capital contribution — wire your declared charter capital to the company account (within 90 days).
6. Sector-specific sub-licences — if needed (F&B, education, distribution, etc.).

For regulated sectors (advertising, education, healthcare, distribution), add 4–6 months for sub-licence approval.

Cost breakdown

The charter capital is not a fee; it's a real balance sheet asset transferred into the company's capital account and must stay in Vietnam. Budget for a local compliance partner (accountant, lawyer, or service provider) for the first 12 months to ensure tax filings, PIT withholding, and social-insurance deductions are correct; the cost of a mistake is far higher than outsourcing. Big-name international firms (Dezan Shira, ACSV Legal, Tilleke & Gibbins) charge $3,500–$4,500; mid-tier local providers run $1,800–$2,500; avoid rock-bottom quotes below $1,200 because they often result in rejections and rework.

Common pitfalls

• Undersized charter capital — DPI will reject your IRC if the declared capital looks unreasonable for your business plan (e.g., $10,000 for a manufacturing intent). Overstate rather than understate; you don't have to deploy excess capital immediately.
• Missing registered office — residential addresses are not accepted; coworking spaces and serviced offices are mandatory. Plan this before you lodge your IRC.
• Late or incorrect capital transfer — the 90-day window for wiring charter capital is strict; missing it can void your ERC or trigger unwanted scrutiny. Route transfers through a proper bank capital account, not a personal transfer.
• Sector-specific restrictions overlooked — certain sectors (education, healthcare, advertising, distribution) require additional sub-licences issued by sector regulators; these can add 2–6 months and are not issued by DPI. Verify the negative list before committing to a business structure.
• DIY tax and e-invoice compliance — Vietnam's e-invoice rules, VAT, and social-insurance withholding are non-trivial; attempted DIY filings often trigger audits and penalties. Monthly professional accounting pays for itself.

Official resources

• General Department of Taxation (Vietnam) — PIT, corporate tax, treaty information
• Vietnam Immigration Department — visa and TRC interaction with company status
• Ministry of Planning and Investment (DPI) — investment registration and sector restrictions

Verify before acting. Vietnamese investment regulations, capital requirements, and sector restrictions change; the DPI may issue new guidance or the negative list may expand. In most cases, confirm with a qualified Vietnamese legal adviser or accounting firm before submitting an IRC application or committing to a business structure.