Incorporating in Vietnam: Full Legal Process, Timeline & Requirements (2025 Update)

Vinex Official
Oct 13
3 min read

Why Incorporate in Vietnam?

Vietnam is fast emerging as one of Asia’s most strategic destinations for manufacturing, services, and tech investment. But turning ambition into a registered entity takes more than filling out forms — it demands local insight, legal compliance, and precise execution.

This guide walks you through the entire incorporation process in Vietnam, from pre-approval to post-licensing steps — and how Vinex makes the process seamless, strategic, and successful.

Step-by-Step Guide to Incorporating in Vietnam

Setting up a foreign-invested enterprise (FIE) or limited liability company (LLC) in Vietnam typically takes 2–4 months, depending on your industry and investment scope. A Representative Office (RO) is quicker (about half that time), but limited to liaison and research functions

Step 1 – Pre-Investment Approval (for specific projects)

Certain large-scale or regulated projects require prior approval before incorporation. These include:

Real estate and housing development
Airports, ports, and logistics infrastructure
Energy, petroleum, and casino projects
Investments near borders, coasts, or heritage sites

If your business falls under these categories, early legal preparation is essential to avoid delays.

Step 2 – Obtain the Investment Registration Certificate (IRC)

The IRC grants foreign investors legal permission to invest and operate in Vietnam.

Documents required:

Application for investment project implementation
Proposal outlining project scope and funding
Financial statements (2 years) or bank proof of capital
Incorporation certificate and passport copies
Tax compliance certificate (if applicable)

Timeline: 15–45 working days. (Projects outside WTO schedules may take longer due to sectoral review.)

Step 3 – Obtain the Enterprise Registration Certificate (ERC)

Once the IRC is approved, investors must apply for the ERC, which officially incorporates the business and acts as its tax identification number.

Required documents:

Application for enterprise registration
Company charter
List of shareholders and legal representatives
Legalized and Vietnamese-translated supporting documents

Timeline: Around 5–7 working days. IRC and ERC cannot be processed simultaneously — ERC follows IRC issuance.

Step 4 – Post-Licensing Procedures

After obtaining your IRC and ERC, you must complete the following steps to fully activate your company:

Create and register company seal
Open corporate bank accounts
Register employees and social insurance
Contribute charter capital (within 90 days)
Pay business license tax

Depending on your industry, additional sub-licenses may be required — such as food safety, construction, or service permits.

Key Incorporation Requirements: Capital, Business Address, and Legal Representative in Vietnam

Minimum Capital

While Vietnam doesn’t set a national minimum, capital must be sufficient for operational sustainability as judged by the Department of Planning and Investment (DPI).

Consulting/service firms: from USD 10,000–15,000+
Regulated sectors (banking, education, healthcare): higher thresholds

Charter Capital

The declared charter capital appears on your Business Registration Certificate and influences how partners view your credibility. Adjustments require official approval.

Registered Business Address

A physical, non-residential business address is mandatory. Co-working or serviced offices may be used for consulting and service-based entities.

Under Decree 70/2025/ND-CP, old and new addresses remain valid for invoicing, but synchronization across documents is recommended for tax compliance.

Legal Representative

Every company must have at least one Legal Representative (LR) who:

Must reside in Vietnam (temporary or permanent)
Holds a Level 2 e-ID for digital filings
May serve as Director, General Director, or President

Foreign LRs also need a valid work permit after incorporation.

Vinex: Your Doorway Into Viet Nam

Regulations shifting? Tariffs rising? That’s your cue to plant roots right in Vietnam — with the right partner.

At Vinex, incorporation isn’t paperwork — it’s partnership.

Define Your Entity Type: Domestic for locals (light reporting) or FDI for foreign investors — extra rules, but unlimited market access.
Choose Your Business Address: From compliant leases to certified virtual offices — we’ll match your goals and budget.
Register & Certify: We secure IRC, ERC, and e-ID in 1–3 months flat.
Beyond Incorporation: Bank account setup, legal docs, accounting, tax strategy, and corporate secretarial — all handled by our 40+ experts.