Starting a Company in Vietnam: LLC, JV, or Rep Office
Capital requirements, DPI registration, realistic timelines, and what service providers actually charge.
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
| Structure | Foreign ownership | Can earn revenue | Typical use |
|---|---|---|---|
| 100% foreign-owned LLC (FOC) | Up to 100% | Yes | Most expat businesses |
| Joint Venture (JV) | Shared with VN partner | Yes | Restricted sectors (advertising, distribution, some retail) |
| Representative Office (RO) | 100% | No (marketing/liaison only) | Foreign parent wanting market presence |
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
- Investment Registration Certificate (IRC) — DPI approval that you, the foreign investor, can invest. 15–20 working days.
- Enterprise Registration Certificate (ERC) — actually creates the legal entity. 5–7 working days.
- Seal carving and registration — every company has an official seal.
- Tax code, e-invoice software, social-insurance registration — within 30 days.
- Capital contribution — wire your charter capital into the company bank account within 90 days.
- 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 DTV; 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.
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