Services · Company formation

How to open a company in Vietnam as a foreigner

Updated 5 October 2026

Three years without corporate income tax for a new small company, but the legal representative must live in the country. We cover company forms, the new procedure under the 2026 investment law, timelines, mandatory costs, taxes, audit and bank accounts for citizens of Russia and Belarus.

Is it worth opening a company in Vietnam in 2026

Since 1 March 2026, a foreigner can for the first time register a company in Vietnam before obtaining an investment certificate. The new Law on Investment No. 143/2025/QH15 (QH15 marks a law of the 15th National Assembly) reversed a long-standing order. The catch is a 12-month clock to obtain the certificate, and until then the company cannot launch its project or earn from it.

The second argument is tax: a new small or medium company pays no corporate income tax for three years, and in June 2026 the tax authority confirmed this covers foreign-invested companies too. The standard rate is 20%: higher than 17% in Singapore, but lower than the 24% a foreign-owned company pays in Malaysia.

The downsides are just as clear: the legal representative must live in Vietnam, a foreign-invested company's accounts are audited every year even with almost no revenue, and filings are in Vietnamese.

A good fit for those who sell in Vietnam, hire a team in Ho Chi Minh City, Hanoi or Da Nang, build manufacturing or supply chains in Southeast Asia and are ready to keep a trusted person in the country. Not a fit for those who want a company without people or an office, just for low tax or an account for international payments: that is usually done elsewhere, for example in Hong Kong. Other countries are compared on company formation abroad.

Which company can a foreigner open in Vietnam

Foreigners in Vietnam almost always pick a limited liability company, with one owner or several members. A joint stock company suits those planning to issue shares; a representative office cannot earn money at all.

Foreigners may own 100% in most sectors. The exceptions are activities with restricted market access and conditional business lines (ngành nghề kinh doanh có điều kiện, activities needing a separate licence or special conditions). From 1 July 2026 the 2025 Law on Investment removed 38 of them, including some finance, accounting, construction and transport services, so recheck older lists.

Who a company needs: legal representative, address and capital

The key requirement of Vietnamese law is not money but a person on the ground. Article 12 of the Law on Enterprises 2020 obliges every company to have at least one legal representative (người đại diện theo pháp luật, the manager who signs documents and answers for the company before the state) residing in Vietnam at all times.

Legal representative. Nationality does not matter. A sole representative who leaves the country must authorise another person living in Vietnam in writing; after more than 30 days of absence without authorisation, the company appoints a new one. A foreigner in this role usually needs a work permit (giấy phép lao động) unless an exemption applies, and a temporary residence card (thẻ tạm trú, a residence permit). Government Decree (Nghị định, a government regulation) No. 219/2025/NĐ-CP exempts some investor-owners who meet its conditions from the work permit and lets managers and experts work without one for up to 90 days a year.

Electronic access. Government portals require an account in VNeID, the national e-ID app. Under Decree No. 320/2026/NĐ-CP, from 28 September 2026 any foreigner lawfully in Vietnam can get one, but only in person, with a facial image and fingerprints.

Registered address. A Vietnamese address is required, in most cases a real office under a lease; a preliminary lease is part of the investment certificate package.

Capital. There is no general minimum, but the provincial Department of Finance checks that capital will carry the company until it breaks even. In practice a simple service company sometimes gets by on less than USD 10,000 (about VND 260 million), though usually more is needed. Some sectors, such as education, tourism, insurance and banking, have a statutory minimum. Charter capital is paid in within 90 days of registration.

Beneficial owners. Since 1 July 2025, following amendments to the Law on Enterprises and Decree No. 168/2025/NĐ-CP, a company discloses its ultimate beneficial owners at registration (people who directly or through a chain own 25% or more of the capital or votes) and later reports any changes.

Chief accountant. Unlike Malaysia or Singapore, Vietnam's requirements include no corporate secretary. Instead, every company appoints a chief accountant (kế toán trưởng), an employee or a licensed service firm; for the first 12 months a person in charge of accounting can fill the role.

How to register a company in Vietnam: steps and timeline

Certificates are issued quickly: by law, enterprise registration takes 3 working days and the investment certificate 10 to 15 working days. The whole journey to a working company usually takes 2 to 4 months, mostly spent on paperwork and the bank.

Two routes. The classic one: first the investment registration certificate (IRC, Giấy chứng nhận đăng ký đầu tư, the approval of a foreigner's investment project), then the enterprise registration certificate (ERC, Giấy chứng nhận đăng ký doanh nghiệp, the equivalent of a register extract). The new route under the 2025 law and Decree No. 96/2026/NĐ-CP of 31 March 2026: ERC first, then the IRC within 12 months. Before the IRC, the company can lease an office, get a tax code and hire staff, but cannot earn project revenue, add business lines or open branches. Projects needing investment policy approval (chấp thuận chủ trương đầu tư) must take the classic route.

Can you open a company in Vietnam remotely

Since 11 September 2026, preparing documents abroad has become much easier: the Hague Apostille Convention entered into force for Vietnam. Instead of a chain of notary, foreign ministry and consulate, one apostille in the issuing country is enough.

Vietnam acceded to the convention on 31 December 2025, and Decree No. 293/2026/NĐ-CP set out how it applies. Germany, Austria and Czechia objected to Vietnam's accession, so consular legalisation still applies to their documents. Russia and Belarus are parties to the convention and are not among the objecting states. A Vietnamese translation is still required.

What can be done from abroad. The owner signs the founding documents and a power of attorney at home, and a representative files under it; there is no need to fly in for the ERC and IRC.

What cannot be skipped. The company needs a legal representative who lives in Vietnam. Their VNeID account can only be set up in person, and the bank opens accounts based on the representative's passport and the chief accountant's documents. That leaves two options: relocate yourself on a DT investor visa (from 1 to 5 years depending on the amount invested) and a temporary residence card, or appoint someone who already lives in the country. This person signs for the company, so trust and a solid contract matter more than price.

How much does it cost to open a company in Vietnam

One mandatory payment disappeared in 2026: from 1 January, the annual business licence fee (lệ phí môn bài) that every company used to pay was abolished. Decree No. 362/2025/NĐ-CP repealed the previous Decree 139/2016 on this fee from that date. The rest are items you cannot skip.

Even a small consulting firm with one foreign owner pays rent, accounting and an audit from year one, while revenue may come later, so budget capital with a margin.

What taxes a company pays in Vietnam and what it files every year

Vietnam's standard corporate income tax rate is 20%, but a new small company may pay none for three years. The relief comes from National Assembly Resolution No. 198/2025/QH15 on private sector development, Decree No. 20/2026/NĐ-CP sets out the procedure, and on 11 June 2026 the tax authority confirmed in Official Letters No. 3896/CT-CS and 3897/CT-CS that it also applies to foreign-invested companies.

In trade and services, a company qualifies as small or medium with up to 100 employees and revenue up to VND 300 billion or capital up to VND 100 billion, limits a typical start-up meets easily. The real test is the founders' history.

What the company files every year. Corporate income tax is prepaid quarterly, by the 30th of the following month, and the advances must cover at least 80% of the year's tax. The annual return with audited financial statements is due by the end of the third month after year-end, 31 March for a calendar year. VAT is filed monthly by the 20th or, for some companies, quarterly. A foreign-invested company also files quarterly and annual investment reports with the Department of Finance online and updates beneficial owner data when ownership changes.

Bank accounts in Vietnam for citizens of Russia and Belarus

Capital can only be brought into Vietnam through a dedicated investment account. Since 18 August 2026, the rules have been set by State Bank of Vietnam Circular No. 38/2026/TT-NHNN (a circular is a ministry-level regulation), which replaced the earlier Circular 06/2019. The account is mandatory for companies set up by foreign investors and for companies in which foreigners hold more than 50% of the capital.

How it works. A company opens one investment account in foreign currency and/or one in dong, both at the same authorised bank; if capital is contributed in several currencies, one account per currency is allowed. Contributions, share deals and profit remittances go through it. International banks such as HSBC and Standard Chartered also host these accounts; banks usually ask for the company certificates, the legal representative's passport and the chief accountant's documents.

If you take the new route without an IRC. Some banks may consider opening an investment account before the IRC is issued, but use of the funds may be restricted until the certificate arrives; Murblz specialists check the option for your structure in advance.

Citizens of Russia and Belarus. Vietnam has not imposed sanctions on Russia and abstained in the UN votes condemning the invasion of Ukraine in March 2022 and February 2023. So there is no sanctions-based ban on Russians or Belarusians registering a company. But each bank decides on accounts for itself. Banks in Western groups screen clients against US, EU and UK sanctions lists, and dollar payments pass through correspondent banks that run their own checks. A Russian or Belarusian owner should expect enhanced due diligence: source of funds, client contracts, a business plan and a clear ownership chain. If the owner or their business is linked to sanctioned persons, a refusal from any bank handling international payments is very likely.

What we do

Setting up takes months, but a wrong form, capital figure or legal representative costs years: bank refusals, IRC problems, a lost tax exemption. So we start with what the company will do and who will live in Vietnam.

• we assess the task and say plainly if another jurisdiction works better, for example Singapore or Thailand;
• we check whether your sector is open to foreigners and choose the route: IRC first, or ERC first with the 12-month deadline;
• we prepare the founding documents and powers of attorney, arrange translations and apostilles and put together the beneficial owner disclosure;
• we file with the provincial Department of Finance and see the ERC and IRC through;
• we help with the office and, if you are not relocating, find a legal representative and explain their rights and risks;
• we bring in Murblz accounting and tax specialists and an auditor: chief accountant, tax registration, electronic invoices, investment reports;
• we prepare the bank package for the investment and payment accounts;
• legal representation before the authorities and in court is provided through partners licensed in Vietnam.

Still choosing a country? Start with our overview of company formation jurisdictions.

See also

Business account · Personal account · Investment property · Country taxes · All country programs

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