Starting a Business in Vietnam: A Comprehensive Guide

Starting a Business in Vietnam: A Comprehensive Legal Guide for Foreign Investors

Vietnam has emerged as a prime destination for foreign investment, bolstered by its strong security, political stability, and strategic geographical location. The Vietnamese government has also introduced a series of preferential policies designed to facilitate and encourage foreign investment, making the country an increasingly attractive place to start a business in Vietnam.

A Step-by-Step Guide to Starting a Business in Vietnam as a Foreigner

1. Determine Your Business Structure in Vietnam

The initial step for any investor seeking to establish a business in Vietnam is selecting the appropriate business structure. This decision should be based on the number of capital contributors, the amount of capital contributed, and the overall financial strategy of the business.

Under Vietnamese law, foreign individuals and organizations may choose from several business structures, including:

Limited Liability Company (LLC)

Joint Stock Company (JSC)

Partnership

Private Enterprise

2. Define Your Business Activity in Vietnam

The next critical consideration is the nature of the business activities you intend to conduct.

Non-Conditional Businesses:

If the chosen business activity is not subject to specific legal conditions, the company may commence operations immediately following its establishment. These business activities are categorized as non-conditional and are common among many enterprises.

Conditional Businesses:

However, if the business activity falls under a conditional category, the enterprise must fulfill specific legal requirements, such as obtaining the necessary business licenses, meeting minimum charter capital requirements, and adhering to foreign ownership ratios. Only after satisfying these conditions can the business legally operate.

3. Choose a Business Location in Vietnam

Investors must select a legally compliant location for their business operations within Vietnam. The business address must be situated within the country and meet specific legal requirements relevant to the type of business. For example, company offices cannot be located in residential apartment buildings or dormitories, and factories must be situated in zones designated for industrial purposes.

4. Name Your Business

A unique and legally compliant business name is required for all newly established businesses in Vietnam. The name must not duplicate or closely resemble any existing registered business names and must not include terms associated with government or state agencies.

Businesses may opt for abbreviations or English names; however, these names must not cause confusion with existing entities and must avoid the inclusion of prefixes, suffixes, or cultural symbols that could lead to misunderstandings.

5. Obtain Necessary Certificates for Your Business

-Investment Registration Certificate (IRC):

Foreign investors must apply for an Investment Registration Certificate from the competent authorities in Vietnam. This certificate is a mandatory requirement for any project seeking to establish a new legal entity in the country. The processing time for obtaining the IRC is typically around 30 days, depending on the specifics of the project.

-Enterprise Registration Certificate (ERC):

Following the issuance of the IRC, foreign individuals and organizations must apply for an Enterprise Registration Certificate from the Department of Planning and Investment. This process generally takes around 7 days. Upon obtaining the ERC, the business gains legal status in accordance with the Law on Enterprises in Vietnam, enabling it to commence operations.

Compliance and Ongoing Obligations

From the commencement of operations, the business must ensure ongoing compliance with Vietnamese regulations. This includes the submission of monthly reports related to foreign labor, investments, taxes, health, and insurance to the relevant authorities. Businesses may choose to manage these compliance obligations internally or engage professional services to avoid penalties and ensure smooth operations.