Vietnam Company Registration Guide 2025: Policies, Procedures and Practical Tips

Setting up a company in Vietnam in 2025 still follows the basic framework established by the Law on Enterprises and the Investment Law, but the government has continued pushing digitalization, clearer foreign investment guidance, and faster single-window processing. This guide summarizes the typical steps, recent policy directions and interpretations to watch, and practical precautions to help foreign and domestic founders register and operate smoothly.

Who issues rules and what to check

Primary authorities: Ministry of Planning and Investment (MPI), Ministry of Industry and Trade (MOIT), General Department of Tax (GDT), and provincial Departments of Planning and Investment. For sectoral activities, check the relevant ministry (e.g., Ministry of Health, Ministry of Transport). Always verify the latest circulars and decrees on official portals before proceeding.

Common business entity types

• Limited Liability Company (LLC) – most common for SMEs and foreign-owned ventures.
• Joint Stock Company (JSC) – for businesses planning equity investors or IPOs.
• Branch – extension of a foreign company for limited operations.
• Representative Office – permitted for non-commercial market research, promotion, and liaison.
• Partnerships and Sole Proprietorships – used less often by foreign investors.

Key 2025 policy trends and interpretations to monitor

• Digital registration and single-window expansion: Expectations for faster online submission and certificate issuance remain strong; more provinces are integrating electronic signatures and instant Enterprise Registration Certificate (ERC) issuance.
• Refined foreign investment lists: Authorities continue clarifying conditional business lines and the negative investment list—some activities still require an Investment Registration Certificate (IRC) before establishment.
• Tax and e-invoicing enforcement: GDT continues to roll out e-invoicing rules and stricter VAT reporting; timely tax code registration and choosing compliant e-invoice software are essential.
• Anti‑money‑laundering (AML) and KYC: Banks and registration offices exercise more stringent identity and source-of-funds checks for foreign capital contributions.
• Sectoral licensing alignment: For environment, labor, health, transport and pharma, expect more explicit implementing guidance for 2025; licensing sequences may affect timing.

Step-by-step company registration process (typical)

1. Decide entity type, registered address and business lines. Determine whether the activity is conditional for foreign investors.
2. Choose and reserve a company name (online or at the Business Registration Office).
3. Prepare founding documents: Charter/Articles, list of shareholders, application forms, IDs or passports, and power of attorney if using representatives.
4. For foreign investors: apply for Investment Registration Certificate (IRC) if required. This may require feasibility documents, land lease, environmental assessments, or sector approvals.
5. Submit application for Enterprise Registration Certificate (ERC) to the Business Registration Office—many provinces allow online submission via the National Business Registration Portal.
6. Obtain Tax Code/Tax Registration from the local tax office and register for e-invoicing where applicable.
7. Open a corporate bank account and, if required, deposit charter capital and obtain bank confirmation or audited valuation evidence (depending on the business and capital contribution form).
8. Post-registration compliance: register for social insurance, obtain seals, set up accounting books, display registration documents at the registered office, and apply for business-specific permits or initial customs codes if engaged in trade.

Typical timelines

Required documents (representative checklist)

• Application forms for ERC and IRC (as applicable).
• Company charter / articles of association.
• List of shareholders and ownership structure.
• Valid ID/passport copies of founders and legal representatives.
• Lease contract or property documents for registered address.
• Proof of capital contribution (bank confirmation or notarized capital contribution agreement) where required.
• Sector-specific permits, environmental impact assessments or feasibility studies for conditional industries.
• Powers of attorney and notarized translations if documents are in a foreign language.

Case studies: practical scenarios

Case 1 – E-commerce startup (foreign investor)

A Singapore investor wants to set up a 100% foreign-owned LLC in Ho Chi Minh City to run an e-commerce platform. Steps taken: verify whether online retail requires conditional licensing (usually not), reserve name, submit ERC online, register tax code and value added tax obligations, and implement e-commerce consumer protection requirements. Time to operations: ~2–3 weeks to issue ERC; allow additional time to integrate payment gateways and e-invoicing.

Case 2 – Manufacturing project (FDI)

A foreign investor planning a small manufacturing unit in Binh Duong faced IRC issuance delays because the project needed an environmental approval and land-use confirmation. Practical lesson: sequence the environmental impact assessment and land lease documentation before submitting the IRC to expedite approval.

Key considerations and common pitfalls (important precautions)

• Conditional business lines: Misclassifying a conditional activity can delay or block registration—confirm sector requirements early.
• Capital contribution timing and form: Share capital may be contributed in cash, assets, or intellectual property; banks and authorities have strict evidentiary requirements and AML checks.
• Translation and notarization: Foreign documents typically need notarization and a Vietnamese translation; apostille requirements vary by country.
• Local address requirements: Virtual offices may not always qualify; ensure the leased address meets local registration standards.
• Tax residence and transfer pricing: Large foreign shareholders should evaluate permanent establishment risks and transfer pricing documentation obligations.
• Labor and social insurance: Timely registration and compliance prevent fines; understand probation, termination, and employment contract rules.
• Intellectual property protection: Register trademarks and domain names early to avoid disputes.

Practical tips for a smooth process

• Use the national online business registration portal where possible to reduce processing time.
• Engage a local law firm or corporate service provider experienced with the chosen province and industry.
• Prepare certified translations in advance to avoid last-minute delays.
• Create a clear shareholder agreement covering capital calls, governance and exit mechanisms.
• Plan for digital signatures and e-invoicing integration from day one.

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Where to find official updates

Always check the latest documents and circulars on the Ministry of Planning and Investment website, the National Business Registration Portal, the General Department of Tax portal, and the websites of relevant sector ministries. Because implementing circulars and provincial practices evolve, confirm requirements directly with the local Business Registration Office or through trusted legal counsel.

Conclusion

Registering a company in Vietnam in 2025 remains straightforward for many activities but requires careful attention where foreign investment, conditional business lines or environmental and sectoral licensing are involved. Follow the steps above, verify up-to-date regulations with authorities, and use experienced local partners to reduce delay and compliance risk.