Setting up a company in Vietnam has never been more attractive for Singapore investors. With one of Southeast Asia's fastest-growing economies, a young workforce of 53.3 million as of Q3 2025 and a government that has progressively opened its doors to foreign direct investment, Vietnam consistently ranks among the top destinations for regional expansion.
But the process of company incorporation in Vietnam is complex. The process involves multiple government agencies, specific documentation requirements, and legal structures that differ meaningfully from what most Western or regional investors are used to.
This guide cuts through the complexity. Whether you are an individual entrepreneur, an SME, or part of a multinational expansion team, here is everything you need to know to open a company in Vietnam.
Vietnam has evolved from a low-cost manufacturing base into one of Southeast Asia's most dynamic economies. GDP growth reached 7.09% in 2024, one of the strongest performances in Southeast Asia, and FDI reached USD 38.23 billion in 2024 in the same year. For Singapore businesses, the market offers a compelling combination of cost advantage, trade access, and proximity.
Labor costs in Vietnam remain significantly lower than in China, Thailand, and Malaysia, while workforce literacy and technical skill levels remain high. For manufacturing, assembly, and back-office operations, the financial case remains strong.
Vietnam is a party to 17 free trade agreements (FTAs), giving businesses incorporated there preferential access to the EU, UK, Japan, South Korea, Australia, Canada, and the broader ASEAN market.
Vietnam’s middle Rising incomes are driving demand in consumer goods, healthcare, education, financial services, and technology which create more opportunity not just for exporters but for businesses serving the domestic market.
The regulatory environment, while not frictionless, has improved materially and the government's direction of travel is clearly pro-investment.
Situated at the heart of Southeast Asia with 3,260 km of coastline, major deep-water ports, and proximity to both China and the broader ASEAN supply chain, Vietnam is well-positioned logistically for regional operations.
Choosing the right legal structure is the most important decision you will make at the outset. It determines your liability, governance, ownership rights, and in some sectors, whether you can operate at all.
Most commonly used structure for foreign investors. Owned entirely by one legal entity or individual, it is the standard vehicle for a Wholly Foreign-Owned Enterprise (WFOE). Liability is limited to contributed capital, governance is straightforward, and it is the right starting point for the majority of investors in non-regulated sectors.
Held by between 2-50 members, making it the natural structure for a joint venture between a foreign investor and a Vietnamese partner. Governance rights, profit distribution, and exit arrangements must be clearly defined in the company charter from the outset.
The JSC is the structure you need if you plan to list on a Vietnamese stock exchange or issue shares to raise capital or reward employees. It comes with more complex governance requirements than an LLC, so most foreign investors only consider it once listing or equity fundraising becomes a concrete plan rather than a distant possibility.
A Representative Office cannot sign contracts or generate revenue. It exists purely for market research and liaison activities. Think of it as a low-cost way to put your feet on the ground in Vietnam and test the market before committing to a full company setup.
A Branch Office is only available in specific regulated sectors such as banking, legal services, insurance, and securities. Unlike an LLC, the parent company remains fully liable for all the branch's obligations. For most foreign investors, a single-member LLC is the simpler and safer option.
BCC is a contractual arrangement between a foreign investor and a Vietnamese party to cooperate on a specific project without forming a joint company. It is commonly used in telecommunications and certain infrastructure projects where a separate entity is not required or permitted.
Company registration in Vietnam follows a sequential government process across two primary certificates. For most foreign investors, the total statutory timeline runs from 15 to 60 working days, depending on structure and sector. Here is a clear breakdown of every step involved.
Before filing any documents, you must identify the specific business activities your company will conduct, expressed as Vietnam Standard Industrial Classification (VSIC) codes. This is a critical step that many investors underestimate. Choosing overly narrow VSIC codes can restrict your operations later, while selecting codes for regulated activities may be subject to foreign ownership limitations and additional operating sector-specific licences/approvals, and the application may be rejected if the relevant conditions are not satisfied.
The IRC is the first certificate required for all foreign-invested companies. It is issued by the DOF of the province or city where you intend to operate, or by the Management Board of a relevant Economic Zone or Industrial Park.
● Written application for investment registration (prescribed form)
● Passport copies or Certificate of Incorporation for all investors
● Investment proposal covering objectives, scale, capital, and timeline
● Proof of financial capacity (bank statements or audited financials)
● Proposed office lease agreement or signed letter of intent from landlord
● Where applicable: written prior approval from relevant ministries for conditional sectors
The ERC is issued after the IRC and is the document that brings your company into legal existence, the Vietnamese equivalent of a Certificate of Incorporation. Applications are filed online via the National Business Registration Portal with the same DOF authority.
● Application for enterprise registration (prescribed form)
● Draft company charter compliant with the Law on Enterprises 2020
● List of members/shareholders and their capital contributions/shares
● Identification documents of all legal representative(s) and authorized representative(s)
● Power of attorney if filed through an appointed representative
Receiving your ERC is not the end of the process. The following steps are legally required within fixed timeframes after incorporation:
● Engrave and register your company seal (still mandatory in Vietnam).
● Publish company information on the National Business Registration Portal within 30 days of ERC issuance.
● Open a VND corporate bank account and a Direct Investment Capital Account (DICA) for foreign currency. The DICA is used to transfer charter capital in and repatriate profits out.
● Register for VAT and declare your VAT calculation method with the tax authority.
● Register employees for social insurance within 30 days of their first day of employment.
● Display the company name, address, and ERC number at the registered office.
All foreign-language documents must be notarised and apostilled before submission to Vietnamese authorities.
● Copy of valid passport (all pages) — notarised, apostilled, and legally translated into Vietnamese.
● Proof of residential address (utility bill or bank statement, not older than 3 months)
● Bank reference letter or financial statements demonstrating capacity to contribute charter capital
● ACRA Certificate of Incorporation — notarised, apostilled, and legally translated into Vietnamese
● Board Resolution authorising the Vietnam investment and naming the authorised representative(s)
● Latest 2 years of audited financial statements
● Passport copies of all directors and major shareholders — notarised, apostilled, and legally translated into Vietnamese
● Good standing certificate or equivalent from ACRA
● Signed in-principle commercial lease agreement for the registered office in Vietnam (residential addresses are not accepted)
● Draft company charter prepared in accordance with Vietnam's Law on Enterprises 2020e
● Proposed member/shareholder list with ownership percentages
Vietnam does not impose a statutory minimum charter capital for most business sectors. However, your declared amount must be proportionate to your stated business plan and must be fully contributed within 90 days of ERC issuance. Under-capitalising raises red flags with regulators and can restrict your ability to repatriate profits later.
KC Partnership (Kelvin Chia Partnership) is a full-service law firm headquartered in Singapore, with physical offices in both Hanoi and Ho Chi Minh City. We have been on the ground in Vietnam since 1993 giving us over three decades of direct experience advising foreign investors through Vietnam's legal and regulatory landscape.
Our in-country teams in Hanoi and Ho Chi Minh City work directly with the Department of Planning and Investment, sector regulators, and local authorities on your behalf. We understand the local sensitivities, the administrative processes, and the practical realities of getting a company registered and operational in Vietnam.
Setting up a company in Vietnam is a structured process that requires the right preparation. The key decisions come early: choosing the correct legal structure for your business model, mapping your activities to the right VSIC codes, and ensuring your documentation is in order before you file anything with the Department of Planning and Investment.
If you get those foundations right and the registration process, from IRC through to ERC, becomes straightforward and predictable. Get them wrong and you face delays, rejected applications, or operational restrictions that take significantly more time and money to resolve.
Looking to register a company in Vietnam? Visit KC Partnership or contact us via email: concierge@kcpartnership.com or telephone: (65) 6220 1911
