Company Registration in Vietnam: Step-by-Step Guide for Foreign SMEs (2026)

Company Registration in Vietnam for Foreign SMEs (2026 Guide)

Vietnam continues to attract foreign small and mid-sized enterprises (SMEs) expanding into Southeast Asia. For many business owners, the first challenge is understanding how to register a company in Vietnam in practice.

Registration is not just administrative paperwork. It sets your operating scope, tax duties, and corporate governance flexibility from day one. You can track official regulatory updates directly on the National Business Registration Portal. This guide explains the registration process step by step so you can move safely from planning to local operations.

Who Can Register a Company in Vietnam?

Foreign individuals and corporate entities can register a company in Vietnam. Ownership limits depend on your sector and international trade agreements.

In standard sectors like IT, consulting, and most manufacturing lines, foreign investors can hold 100% equity. Conditional sectors such as logistics, retail trading, or education often require local joint-venture partners, specialized licenses, or specific capital thresholds. Choosing the wrong corporate structure early leads to costly licensing delays.

Before submitting documents, review your expansion model with our master guide on Company Setup in Vietnam.

The 5 Stages of the Vietnam Company Registration Process

Setting up a legal entity in Vietnam follows five sequential steps:

Registration Timelines and Common Delay Traps

For standard, non-conditional sectors, registration typically takes 4 to 8 weeks. Conditional industries or projects requiring ministerial reviews take longer.

The most common causes of delays include:

• Foreign documents that lack proper consular legalization or certified Vietnamese translations.
• Business registration codes (VSIC codes) that do not match the company’s real commercial activities.
• Lease agreements for registered offices that lack valid landlord commercial zoning permits.
• Charter capital amounts that do not match operational reality, triggering DPI scrutiny.

Common Mistakes Foreign SMEs Make

• Setting up the wrong structure: Registering an entity before defining the local supply chain or commercial sales model.
• Overlooking sub-licenses: Assuming the ERC is all you need, then facing shutdowns for missing retail or operating permits.
• Missing the 90-day capital deadline: Failing to wire charter capital from the investor’s overseas account into the DICA on time.
• Using passive filing agents: Working with document processors who file forms without advising on local tax strategy or corporate liability.

How GTI Partner Handles Company Registration

GTI Partner manages the entire market entry process on the ground. We combine legal setup with practical execution so your company can start doing business safely.

Our scope covers:

• Entity structuring and VSIC sector code alignment.
• DPI filing management for IRC and ERC approvals.
• Bank introductions for capital accounts and operational corporate accounts.
• Post-licensing tax setup, accounting appointments, and operational readiness.

Frequently Asked Questions

Can foreigners own 100% of a company in Vietnam?
Yes. Foreigners can own 100% of companies in most industries, including IT, consulting, trading, and manufacturing. Only specific conditional business lines require a local Vietnamese partner.

How long does company registration take in Vietnam?
Standard corporate registration takes between 4 to 8 weeks. Regulated industries that need extra operating licenses will take longer.

Is an Investment Registration Certificate (IRC) always required?
Yes. Any new company where a foreign entity or foreign individual holds direct shares must obtain an IRC before applying for the Enterprise Registration Certificate (ERC).

What is the difference between a subsidiary company and a representative office?
A subsidiary company (such as an LLC) can execute contracts, issue VAT invoices, and earn local revenue. A representative office is strictly a liaison office that cannot earn revenue or conduct direct sales.

When must charter capital be deposited?
Full charter capital must be transferred into the company’s Direct Investment Capital Account (DICA) within 90 days from the date the ERC is issued.