Company Registration in Vietnam
Company registration in Vietnam involves selecting an appropriate legal structure, confirming that the proposed activities are open to foreign investors, preparing the required corporate and investment documents, and completing the applicable registration procedures.
Vietnam's investment framework changed significantly in 2026. The 2025 Investment Law came into effect on 1 March 2026, while provisions concerning business conditions under the new framework took effect from 1 July 2026. The current framework allows foreign investors to establish economic organizations before completing certain Investment Registration Certificate procedures, provided the applicable foreign-investor market access conditions are satisfied.
The correct registration route depends on factors such as the investor's nationality, proposed ownership, business activity, investment structure, location and whether the activity is subject to specific conditions.
Why Consider Company Formation Vietnam?
Vietnam is an established destination for international investors operating across manufacturing, technology, trading, services, logistics and other sectors. However, establishing a legal presence requires more than simply filing a company registration application.
Key considerations include:
• Identifying whether the proposed activity is open to foreign investors
• Checking foreign ownership or other market-access conditions
• Selecting an appropriate company structure
• Determining whether an investment project requires additional investment procedures
• Preparing corporate documents and investor information correctly
• Establishing an appropriate registered office or project location where required
• Understanding applicable tax, licensing and ongoing compliance obligations
The 2026 Investment Law provides that foreign investors generally receive market access conditions similar to domestic investors unless the relevant activity falls within restricted market-access categories. Restrictions may concern foreign ownership percentages, forms of investment or other conditions.
Benefits of Company Registration in Vietnam
A properly established Vietnamese company can provide several practical advantages for international investors:
• Local legal presence: A registered company creates a formal legal structure through which the investor can conduct permitted activities in Vietnam.
• Access to the Vietnamese market: A local entity can support commercial operations, customer contracts, supplier relationships and market development within the scope of its registered activities.
• Flexible ownership structures: Depending on the sector and applicable market-access conditions, foreign investors may establish wholly or partially foreign-owned companies.
• Operational flexibility: Investors can select structures such as a one-member limited liability company, multi-member limited liability company or joint stock company according to ownership and operational requirements.
• Investment expansion: A Vietnamese entity can provide a platform for future investment projects, additional activities or expansion where the relevant legal conditions are satisfied.
• Clear corporate framework: Registration establishes defined information regarding ownership, management, business activities and the company's legal status.
Which Company Structures Are Available in Vietnam?
The main forms relevant to Vietnam company registration include:
• One-member limited liability company: Suitable where one individual or organization owns the company.
• Limited liability company with two or more members: Suitable for multiple investors who want limited liability and a member-based ownership structure.
• Joint stock company: Appropriate where the ownership structure involves shareholders and share capital and may be useful for larger or investment-oriented structures.
• Partnership: Used where the business is established by partners under the applicable partnership framework.
• Private enterprise: A separate form based on individual ownership and the applicable liability framework.
The appropriate structure depends on ownership, investment plans, management requirements and the nature of the proposed activity.
Can Foreigners Register a Company in Vietnam?
Yes. Foreign investors can establish economic organizations in Vietnam, but the applicable procedure depends on the investment activity and market-access conditions.
Under the current 2025 Investment Law, foreign investors may establish economic organizations to implement investment projects while satisfying the applicable market-access conditions. The law recognizes investment through establishment of an economic entity, capital contribution or purchase of shares or stakes, investment projects and business cooperation contracts.
Foreign ownership should therefore be reviewed before incorporation rather than assumed to be unrestricted.
Particular sectors may have foreign ownership restrictions or other market-access requirements. These conditions can affect the proposed ownership percentage, investment form, licensing route and additional approvals.
Investment Registration Certificate and Enterprise Registration Certificate
For foreign investment projects, it is important to distinguish between investment-related procedures and enterprise registration.
An Investment Registration Certificate relates to the investment project and records relevant investment information. An Enterprise Registration Certificate establishes the legal enterprise under Vietnamese enterprise law.
The 2026 framework has introduced greater flexibility by allowing foreign investors to establish economic organizations before completing certain Investment Registration Certificate procedures, subject to compliance with applicable market-access requirements.
Therefore, the exact sequence should be determined from the investor's activity, ownership structure and project circumstances rather than applying one procedure to every foreign investor.
What Are the Requirements for Vietnam Company Registration?
The requirements vary according to the company structure and investment model, but the registration process generally requires information relating to:
• Investor identity and legal status
• Proposed company name
• Business activities
• Registered office or project location
• Ownership and capital structure
• Company members or shareholders
• Legal representatives and management
• Company charter
• Investment project information, where applicable
• Documents supporting the investor's financial capacity where required
For foreign investors, corporate documents issued outside Vietnam may also need appropriate certification, legalization and Vietnamese translation depending on the document and applicable procedure.
How to Register a Company in Vietnam
The exact procedure depends on whether the investor is domestic or foreign and whether the proposed activity requires additional investment approval.
A typical foreign-investment process can involve:
1. Review the proposed activity
Determine the precise business activities the company intends to conduct and check whether those activities are prohibited, conditional or subject to foreign-investor market-access restrictions.
2. Determine the ownership structure
Establish whether the company will be wholly foreign-owned, jointly owned or structured through another permitted investment route.
3. Select the legal structure
Choose between an LLC, joint stock company or another legally available structure based on the ownership and operational model.
4. Determine the investment and company information
Prepare the proposed investment capital, charter capital, project objectives, location, operating scope and other required corporate information.
5. Prepare investor documentation
Foreign corporate investors generally need evidence of incorporation or legal status, while individual investors generally provide identification documents. Financial-capacity evidence may also be required for applicable investment procedures.
6. Complete applicable investment procedures
Where an investment registration procedure applies, the investor must submit the required project and investor information to the competent authority.
7. Complete enterprise registration
The company registration application and supporting corporate documents are submitted for establishment of the Vietnamese economic organization.
8. Complete activity-specific requirements
Certain sectors may require additional licences, approvals, certificates or operating conditions before the company can legally conduct the relevant activity.
What Documents Are Required?
Common documents for company registration in Vietnam may include:
• Passport or identification documents of individual investors
• Certificate of incorporation or equivalent legal document for corporate investors
• Investment project information
• Evidence of financial capacity where applicable
• Registered office or project-location documents where required
• Company charter
• Information concerning members or shareholders
• Appointment and identification documents for legal representatives
• Investment Registration Certificate, where applicable
• Powers of attorney for authorized representatives
The exact document list depends on the company structure, investor type, activity and registration route.
Are Business Licences Required in Vietnam?
Company registration does not automatically authorize every regulated activity.
Vietnam maintains sectors subject to specific business conditions. Where the proposed activity is conditional, the company must satisfy the applicable requirements before conducting that activity.
Additional requirements may apply to areas such as regulated trading activities, finance, education, healthcare, logistics, telecommunications, manufacturing and other specialized sectors.
The 2026 Investment Law continues to distinguish between activities generally open to investors and activities subject to market-access or business conditions.
Tax and Financial Considerations
A company operating in Vietnam must consider its applicable tax and accounting responsibilities from the beginning.
Depending on its activities and circumstances, the company may need to address:
• Corporate income tax
• Value-added tax
• Tax registration and reporting
• Accounting records
• Invoicing requirements
• Payroll-related tax obligations where employees are engaged
• Foreign contractor or cross-border tax considerations where relevant
Tax treatment should be determined according to the company's actual activities, revenue model, transactions and applicable Vietnamese tax rules.
Foreign Company Registration Vietnam
An overseas company may consider establishing a Vietnamese subsidiary or using another legally permitted investment structure depending on its commercial objectives.
A foreign company entering Vietnam should first determine whether it needs a local economic organization, a branch or another permitted form of presence.
The appropriate structure depends on the proposed activities and applicable sector-specific rules. A foreign investor should therefore evaluate the commercial model and legal requirements before selecting the registration route.
Why Choose YKG Global?
YKG Global supports international investors and foreign founders with structured assistance for entering and operating in Vietnam.
Our support can include:
• Assessing the proposed business activity and investment structure
• Coordinating company formation requirements
• Assisting with preparation and review of investor documentation
• Supporting investment and company registration procedures
• Assisting foreign founders with corporate documentation
• Coordinating applicable licensing requirements
• Supporting business bank account opening assistance
• Providing ongoing business compliance support
• Assisting international companies with broader expansion planning
The objective is to help foreign investors approach Vietnam company registration through a coordinated process based on their actual business model rather than using a one-size-fits-all incorporation route.
